SW6211202_Lease Agreement_20220223

Green,Richard/SolarFormLease
LEASE
This Lease is made and entered into as of the ;-" day , 20, (the "Date"),
by and between Robert M. Morgan, Jr. (husband) and Susan Morgan (wife) and Annis J. Morgan (widow
of Robert M. Morgan), (hereinafter called "Lessor"), and Innovative Solar 48, LLC, a North Carolina
limited liability company (hereinafter called "Lessee").
1. Demise of Premises. Lessor leases unto Lessee, and Lessee accepts from Lessor, the
premises (hereinafter called "Premises") located in Robeson County, North Carolina, and described in the
exhibit attached hereto and marked "Exhibit A", which exhibit is incorporated herein by this reference
thereto as if fully set out. Lessee does have the authority to have the New Plat, as described on Exhibit
A, recorded and to seek to have the Robeson County Tax Department issue a separate tax bill for the
Premises.
2. Use of Premises. The Lessee may only use the Premises for a facility with solar panel
equipment, including but not limited to, solar panels and the materials required for the same to produce
electric power (the "Intended Use"). To the extent reasonably required hereafter in order to use the
Premises for the Lessee's Intended Use, Lessor and Lessee shall reasonably cooperate, including but
not limited to, each signing easements and/or right of way document(s) to allow the connection of solar
equipment to utility power lines, etc. If Lessee wishes to use the Premises for other than the Intended
Use, the Lessor's prior written consent thereof is required prior to Lessee making such use of the
Premises. Lessor's prior written consent shall not be unreasonably withheld, delayed, or conditioned.
3. Term. The initial period of this Lease shall commence on the Date and shall terminate
on the Termination Date, as defined below. This Lease shall automatically renew itself for two (2) added
five (5) year (renewal) period(s), unless Lessee shall have shall have given written notice to Lessor at
least sixty (60) days before the end of the current period of the Term, as defined below, to the contrary,
which notice must be clear that this Lease shall end at the end of the then present period. The said
renewal period(s) shall commence on the first day following the end of the then current period of the Term
and shall end on the fifth (51h) anniversary thereof. The said renewal periods shall be on the same terms
and conditions as contained herein for the initial period, except as may be set forth in Section 5 below.
Wherever herein the designation "Term" appears, it shall include the initial period and, unless terminated
by Lessee as set forth herein, the renewal period(s). As used herein, the term "Lease Year" shall mean
the twelve months period beginning on the first day of the month in which the Income Date, as defined
below, occurred in one year and ending on the last day of the twelfth (121h) month thereafter (of the
following year). The "Initial Termination Date" is the first to occur of (a) the twentieth (201h) anniversary of
the last day of the month in which the Income Date occurred, or (b) the date that Lessee provides the
Termination Notice, as defined below, to Lessor. If this Lease renews, then the last day of the last to
actually occur of the five (5) year renewal period(s) is the "Final Termination Date". The period prior to
the Income Date is an "irregular" Lease Year. The later to occur of the Initial Termination Date or the
Final Termination Date, is the "Termination Date". Thus, if the renewal period(s) is/are going to be
effective, then the Final Termination Date shall be applicable.
4. Due Diligence Period. Notwithstanding the fact that the parties have
executed this Lease on the Date and this Lease is then effective (except no rent is due to be paid to
Lessor until the Rent Commencement Date, as defined below), Lessee shall have until the DD Date, as
defined below, to determine whether the use of the Premises is feasible for Lessee to proceed with
Lessee's plans. If Lessee determines that the use of the Premises is not feasible for its purposes, in its

sole discretion, it shall provide written notice thereof to Lessor by the DD Date, and such notice is herein
the "Termination Notice". If Lessee determines that the use of the Premises is feasible, in Lessee's sole
judgment, for Lessee to proceed, then it shall promptly provide a written notice of the same to Lessor and
such notice of feasibility is the "DD Notice". The date that Lessee provides the DD Notice to Lessor of
Lessee being so satisfied is the "DD Notice Date". If the DD Notice Date has not occurred by the DD
Date, then both Lessor and Lessee shall have the right to terminate this Lease at all times thereafter, but
prior to the earliest to occur of (a) the Termination Notice being sent by Lessee to Lessor, (b) Lessee's
express written waiver of its right to terminate this Lease being provided to Lessor (thus causing the DD
Notice Date to occur), or (c) August 1, 2015; and said earliest date to occur is the "DD Date". The "Rent
Commencement Date" shall, so long as the Termination Date has not by then occurred, be the earlier to
occur of (a) the first day of the month following the month in which Lessee has entered the Premises and
commenced physically preparing the site for the Lessee's use, or (b) September 1, 2015. Lessee may
install certain solar equipment of Lessee's choice (the "Solar Equipment") on or about the Premises at
any time after the DD Notice Date. Even though it is anticipated that a period of time will elapse between
the Date and the DD Notice Date, Lessee may commence locating the Solar Equipment on or about the
Premises at any time after the DD Notice Date. Notwithstanding the foregoing regarding the Lessor's rent
commencement, since Lessee's plan is for it to receive at least twenty (20) years of an income stream
from the Solar Equipment, even if Lessee is paying rentals to Lessor (the Rent Commencement Date
having by then occurred), but the Solar Equipment is not by then generating power, the "Income Date"
shall not have occurred until the first day of the month following the day that power generation occurs
from the Solar Equipment on the Premises and said utility company has accepted the same. Thus, even
though Lessee may be required to pay rentals to Lessor before Lessee receives income from the utility
company, for the purpose of the establishment of Term expiration, the Income Date shall not occur until
after power generation occurs from the Premises; but if the Income Date has not occurred by three (3)
years from the Date, then the Term shall end on the twentieth (201") anniversary of the Rent
Commencement Date. Lessee shall promptly provide written notice to Lessor of the occurrence of the
Income Date In order for Lessee to be able to properly evaluate the Premises, Lessor shall provide or
have provided to Lessee within five (5) business days after the Date, Lessor's latest title insurance policy
regarding the Premises and the latest survey of the Premises (or the tract or tracts including the Premises)
that Lessor has in Lessor's possession; and any existing reports (engineering, environmental,
topographical, etc.) that Lessor has in Lessor's possession. Lessor has no obligation to obtain current
updates of these items, but Lessor shall provide to Lessee the latest versions of all of the same that
Lessor has in Lessor's possession.
5. Rentals. All rentals payable hereunder, except as otherwise set forth below, are due from
Lessee to Lessor, in advance, on the first day of each month from the Rent Commencement Date.
However, if construction of the solar farm has not commenced by September 1, 2015, rental payments
shall accrue for up to six (6) months and be paid before construction commences. So long as no
Termination Notice shall have been given prior thereto, rent shall commence on the Rent
Commencement Date, and then continue throughout the Term. Lessee shall pay Lessor the Monthly
Rental Amounts as set forth in the Rental Schedule below.
Rental Schedule
Period Applicable (inclusive) Monthly Rental Amounts
Date - Rent Commencement Date None
Rent Commencement Date - end of Fifth* Lease Year (aa) $83.33/ leased acre
Sixth* Lease Year - Tenth* Lease Year (bb) $105% of as

Eleventh* Lease Year— Fifteenth* Lease Year (cc) $105% of bb
Sixteenth* Lease Year — Twentieth* Lease Year (dd) $105% of cc
Twenty -First* Lease Year — Twenty -Fifth Lease Year*** (ee) $105% of dd
Twenty -Sixth* Lease Year — Thirtieth* Lease Year*** $105% of ee
" full (through the stated anniversary of the Income Date)
*** If exercised
6. Assignment or Subletting. Lessee shall have the right to assign this Lease or to sublet the
Premises in whole or in part, without the prior written consent of Lessor. Upon any such assignment or
subletting, Lessee shall notify Lessor of the same, but failure to notify shall not render ineffective the
assignment and/or subletting. Even though Lessee has the right to assign this Lease and/or to sublet the
Premises in whole or in part without Lessor's prior written consent, no such assignment and/or subletting
shall serve to release Lessee from its obligations hereunder unless such release is set forth in a written
document which bears Lessor's signature. It shall not be an assignment of this Lease or a subletting of
the Premises for the Lessee to transfer its rights herein to an entity which is majority or completely owned
by Lessee and such transfer is done for tax or other business reasons. In such event, so long as Lessee
provides assurances of the foregoing to Lessor, Lessor's consent to the transfer is not required.
7. Comoliance with Legal Requirements. Lessee shall comply with all legal requirements of any
governmental or quasi -governmental body having jurisdiction thereof, respecting any operation conducted
or any equipment, installations or other property placed upon, in or about the Premises. Even though it
may not be a legal requirement, Lessee shall have the New Plat completed prior to the Date; but the New
Plat need not be then recorded (although Lessee may do so at any time), until the DD Clearance Date
shall have occurred. In addition, Lessee shall cause, at Lessee's expense, a reasonable (per Lessee's
reasonable choice) security system and fence to be erected and placed around the perimeter of the
Premises within thirty (30) days following the Lessee's installation of the said solar panel equipment.
8. Taxes and Assessments. Lessee shall timely list the Premises for taxes and pay all tax
assessments of whatever kind or nature assessed against the Premises and against or on Lessee's
furnishings, fixtures, inventory, equipment, leasehold improvements and other property situated or placed
upon, in or about the Premises. Upon reasonable notice to Lessor, Lessee shall have the right to protest
any tax assessment in the name of the Lessor and as Lessor's agent, but without expense to Lessor. All
taxes shall be paid prior to delinquency.
9. Utilities. Lessee shall pay for all electricity, gas, water, heat and other utilities consumed or
used on the Premises. Lessor acknowledges that the Premises being at all times connected to adequate
sources of supply of all utilities is a condition hereof for the benefit of Lessee. Without limiting Lessee's
rights hereunder, Lessee shall have the right to establish, during the Term, easements for the benefit of
utility suppliers on or about any place within the Premises, said easement rights shall continue to exist no
longer than the Term.
10. Additions, Alterations. Changes and Improvements. Lessee shall have the right to make
alterations, changes and improvements to the Premises without needing the Lessor's consent, and
without any hindrance or input from Lessor. All such alterations, changes and improvements, etc. may be
removed and/or reinstalled by Lessee at any time during the Term. Lessee may construct or cause to be
constructed any and all improvements or other changes to or upon the Premises as it wishes.
Notwithstanding anything to the contrary contained herein, Lessee has and shall have, at all times

hereafter, in addition to the Lease rights in the Premises, a license and right to go on any of the other
property of the Lessor which abuts the Premises in order to reasonably place the Premises and/or the
equipment of Lessee located or to be located within the Premises in the condition reasonably needed to
effect this transaction. This is a ground lease and Lessee shall, except as limited herein, have the right to
use the Premises as if it owned the same. In addition, Lessor shall clear trees and grade, as deemed
necessary by Lessee, for Lessee's solar farm.
11. Repairs. Lessee shall keep in reasonably good maintenance and repair the Premises and all
improvements which Lessee locates thereon regardless of assignment or subletting. Notwithstanding the
foregoing, if a portion of the Premises is a roadway, right of way, or other strip of land which is jointly
utilized by Lessor and Lessee, then each party shall pay an equitable prorata share of the cost of repair
and/or maintenance of the same.
12. Trade Fixtures. Lessee shall be permitted to install trade fixtures on the Premises. In
addition, Lessee shall be permitted to remove said trade fixtures from the Premises at any time. Lessee
shall return the Premises to the same condition as existed at the time of original entry, ordinary wear and
tear, improvements left by Lessee with Lessor's consent, loss by casualty or acts of God excepted. In
addition, Lessee shall, by the end of the Term remove all personalty and/or fixtures installed on the
Premises or placed on the Premises by or for Lessee.
13. Indemnification. Lessee shall indemnify and hold Lessor harmless from the claims of any and
all persons and entities for personal injury or damage to property or both arising out of or in connection
with Lessee's use and/or occupancy of the Premises. In addition, Lessee shall carry commercial liability
insurance in the minimum amount of $1,000,000 per person and $1,000,000 in the aggregate, and
Lessee shall deliver to Lessor memorandum policies of such coverage with companies and deductibles
satisfactory to Lessor and naming Lessor as additional insured therein.
14. Waiver of Subrogation. Neither Lessor nor anyone claiming by, through, under or in Lessor's
behalf shall have any claim, right of action or right of subrogation against the Lessee for or based upon
any loss or damage caused by any insured casualty (including but not limited to fire or explosion) relating
to the Premises or to any property upon, in, or about the Premises, whether such fire, explosion or other
insured casualty shall arise from the negligence of Lessee, its agents, representatives or employees, or
otherwise.
15. Condemnation. If any portion of the Premises shall be taken or condemned for a public or
quasi -public use, then Lessee shall determine whether this Lease shall continue or terminate, as the
feasibility of Lessee's use of the Premises is solely within the discretion of Lessee. Upon any such
condemnation, the award paid as a result thereof shall be divided so that Lessee receives all its costs
expended in connection with the portion of the Premises appropriated, including, but not limited to, the
unamortized portion of the cost of the real property improvements located thereon by Lessee. All other
proceeds of any such condemnation shall be Lessor's.
16. Deeds of Trust. Lessee may, at any time and from time to time, borrow funds and utilize this
leasehold interest in the Premises as collateral for the loan, including executing a leasehold deed of trust.
Lessor has no obligation whatsoever to subordinate their fee interest in the Premises to the said loan(s),
as the only collateral security to be provided to a lender by Lessee shall be its interest (as tenant) in the
Premises.

17. Condition of Premises Upon Termination. Upon the termination of this Lease, Lessee shall
return the Premises to Lessor in substantially the same condition as received.
18. Holding Over. In the event Lessee remains in possession of the Premises after the expiration
of the Term without the execution of a new lease, Lessee shall not acquire any right, title or interest in or
to the Premises. In such event, Lessee shall occupy the Premises as a tenant from month -to -month and
shall otherwise be subject to all of the conditions, provisions and obligations of this Lease insofar as the
same shall be applicable.
19. Default
19a. Each and every one and all of the following events shall constitute an "Event of Default":
i) if Lessee files a petition in bankruptcy or insolvency or for reorganization under any
bankruptcy act or voluntarily takes advantage of any such act or makes an assignment for the benefit of
creditors:
ii) if involuntary proceedings under any bankruptcy law, insolvency or receivership action
shall be instituted against Lessee, or if a receiver or trustee shall be appointed for all or substantially all of
the property of Lessee and such proceedings are not dismissed, or the receivership or trusteeship
vacated, within ninety (90) days after the institution or appointment;
iii) if Lessee fails to pay any sum due from it in strict accordance with the provisions of
this Lease, and does not make the payment within ten (10) days after written notice thereof. For the
purposes hereof, all sums due from Lessee shall constitute rentals whether denominated as rentals or
otherwise elsewhere herein and Lessee has absolutely no right of offset;
iv) if Lessee fails to fully perform and comply with each and every condition and
covenant of this Lease, and such failure of performance continues for a period of thirty (30) days after
notice thereof, but if the cure of the failure of performance requires an excess of thirty (30) days to
reasonably effect, then so long as Lessee commences such cure within the thirty (30) day period and
diligently pursues the same thereafter, no Event of Default shall occur;
v) if Lessor, in more than any three months in any twelve-month period, gives any notice
to Lessee pursuant to subparagraphs iii) or iv) above, notwithstanding Lessee's cure of the breach within
the allowable period or periods. If Lessor elects in such instance to treat Lessee's breach as an incurable
breach then Lessor must make that election within thirty (30) days after the Lessee's attempted cure.
19b. Upon the occurrence of any Event of Default as set forth above, Lessor shall have the
right, at its option, to utilize any one or more of the following rights to occupy the Premises hereunder.
i) to terminate this Lease and all interests of the Lessee (if the breach is material)
hereunder by giving (or having given) notice of such cancellation and termination not less than thirty (30)
days without cure, prior to the effective date of such termination. Upon the expiration of said thirty (30)
day period, the Lessee shall have no further rights to occupy the Premises;
ii) all other rights and remedies provided by law to a landlord with a defaulting tenant
including all such money damages as such landlord shall be entitled pursuant to the law of damages.

19c. In the event of a material breach of this Lease, the non -breaching party shall be
reimbursed by the other for the reasonable attorney's fees incurred by the non -breaching party.
20. Lessor's Default. Should Lessor breach this Lease and fail to cure the same within thirty (30)
days of Lessee having provided written notice to Lessor of the breach, then Lessor shall have committed
a "Lessor's Default". Upon the occurrence of any Lessor's Default; Lessee may, at Lessee's option,
terminate this Lease, exercise self-help as a remedy, with the reasonable amounts expended by Lessee
in correcting the Lessor's Default being an immediately available (to Lessee) offset against the rent, and/
or elect such other remedies as are provided in the state of North Carolina to a tenant with a breaching
landlord.
21. Law Applicable. This Lease is entered into in North Carolina and shall be construed under
the laws, statutes and ordinances of such jurisdiction.
22. Severability. The provisions hereof are independent covenants and should any provision or
provisions contained in this Lease be declared by a court or other tribunal of competent jurisdiction to be
void, unenforceable or illegal, then such provision or provisions shall be severable and the remaining
provisions hereof shall remain at Lessor's option in full force and effect.
23. Notices and Written Consents. All notices and consents required under this Lease must be in
writing and shall only be sent by overnight carrier, such as Federal Express, or by Certified Mail, postage
prepaid (by the sending party), return receipt requested, addressed to the party to whom directed at the
following address or at such other address as may be from time to time designated in writing:
To Lessor: Mr. Robert M. Morgan, Jr.
10680 Stewartsville Cemetery Rd.
Laurinburg, NC 28352
To Lessee: Innovative Solar 48, LLC
c/o Mr. Richard Green
91 Distant View Drive
Asheville, NC 28803
with copy in either instance to:
Patla, Straus, Robinson & Moore, P.A.
Post Office Box 7625
Asheville, North Carolina 28802
Attention: Mr. Steven I. Goldstein
Notices shall be deemed served upon the earliest to occur of (a) receipt by the party to whom addressed,
regardless of whether the notice is given in a manner set forth above, (b) the day after the provision of the
same to Federal Express, or other recognized commercial overnight carrier for delivery, or (c) the third
day after delivery to the US Postal Service for Certified Mail (return receipt requested) delivery.
24. Recordina. This Lease shall not be recorded, but a memorandum, in (substantially) the form
attached hereto, hereof shall be prepared, signed by the parties, and recorded, at Lessee's expense, in
the County where the Premises are located. The aforesaid memorandum shall contain such information

as is necessary to provide adequate record notice of the existence of the Lease, including the parties, the
term, the property involved and whether options to renew or purchase exist.
25. Covenant of Title and Quiet Enjoyment. Lessor represents to Lessee that it has full right and
lawful authority to enter into this Lease for the Term hereof without any other joinder herein; and, so long
as no Event of Default has occurred, Lessee's quiet and peaceable enjoyment of the Premises shall not
be disturbed by anyone. In addition, Lessor warrants that Lessor retains all oil, gas and mineral rights and
will not convey those rights to any entity while this lease is in effect.
26. Construction of Lease. This Lease shall not be construed more strictly against either party
regardless of which parry is responsible for the preparation of the same.
27. Force Majeure. In the event that Lessee shall be delayed or hindered in or prevented from
the performance of any act required hereunder by reason of strikes, lock -outs, labor troubles, inability to
procure materials, failure of power, restrictive governmental laws or regulations, riots, insurrection, war or
other reason of a like nature not the fault of the Lessee in performing work or doing acts required under
the terms of this Lease, then performance of such act shall be excused for the period of the delay and the
period of the performance of any act shall be extended for a period equivalent to the period of such delay.
(Signatures on following page)
,�ob'ert'M. Morgan, JK(huband)
Susan Morgan (wife) \_
` sY27 Cs c=
Annis J. Morgan ( ow of Robert, ii. Morgan)
Innovative Solarf48, LLC
By: 5V
Innovative Solar Systems, LLC, its
Sole Member/Manager
Richard H. Green — Member/Manager

EXHIBIT A
Lying in Robeson County, North Carolina, being a portion of Parcel # 11070101203 being
recorded in Deed Book 835, Page 679, and being approximately 30 acres as shown on the attached plat.
LEASE MEMORANDUM
(See Attached)

LEASE MEMORANDUM
Prepared by: Steven 1. Goldstein
Box to: Patla. Straus/#35, or
Mail to: P.O. Box 7625
Asheville, NC 28802
Lessor: Robert M. Morgan, Jr. (husband) and Susan Morgan (wife) and
Annis J. Morgan (widow of Robert M. Morgan)
Lessee: Innovative Solar 48, LLC (or its assigns)
Date of Lease: 20
Initial Period of Lease: Twenty (20) years from the Income Date, as defined in the Lease.
Renewal Period of Lease: Two (2) periods of Five (5) years each
Option to Purchase: No.
Right of First Refusal: No.
Description of Premises: See Exhibit A.
In witness whereof, the parties have duly executed this document.
RobertM. Morgan, r. (hband)
Susan Morgan (wif`j
Annis J. Morgan (widow of RoberaM. Morgan)
Innovative Solar 48, LLC
By:
Innovative Solar Systems, LLC, its
Sole Member/Manager
Richard H. Green - Member/Manager

State of A/C - County of 11dWOr—
I, a Notary Public of said County and State, certify that Robert M. Morgan, Jr., who is personally
known to me, personally appeared before me this A day of �'ww
the voluntary due execution of the foregoing instrument. , 1,11, �
.•
•
¢� 01
My Commission Expire d, �O`5
Notary Public
State of 1116 - County of UJAI4& —
I, a Notary Public of said County and State, certify that Susan Morggli"" :0, is,,personally known
to me, personally appeared before me this 1�!?6 day of '20krqwledged the
voluntary due execution of the foregoing instrument. �•+0 •`•
® %,9 •w "'
r
My Commission Expir s,; • ��I� •' a
NotaryPublic NOR MT" c,
State of A G - County of 4AA ,'Y," '
I, a Notary Public of said County and State, certify that Annis J. Morgan, who is personally known
to me, personally appeared before me thisZ!� day of .1 Gw 201Y and ackm wiliq'ed the
voluntary due execution of the foregoing instrument./;���
nk
t ^Q • •
°.0�
My Commission xpi s
Notary Public f° ,s q
State of North Carolina - County of eflrn )0,
I, a Notary Public of said County and State certify that Richard H. Green, being personally known
to me, personally came before me this 3sy6y of 20Lq _, and acknowledged that he is
the Member/Manager of innovative Solar Systems, LLC, the Sole Member/Manager of Innovative Solar
48, LLC, a North Carolina limited liability company, and being duly authorized to do so, voluntarily
executed the foregoing on behalf of the limited liability company, as its act and deed.

My Commission Expires: /-z aal,
EX
Lying in Robeson County, North Carolina, being a portion of Parcel # 11070101203 being recorded in
Deed Book 835, Page 679, and being approximately 30 acres as shown on the attached plat.

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AMENDER AND RESTATED
LEASE AGREEMENT
between / among
Innovative Solar 48, LLC
a North Carolina limited liability company
("Tenant"),
and
Robert M. Morgan, Jr., et al.
(collectively, the "Landlord"),
February 16, 2015
(the "Effective lute").
Morgan Family Solar Farm

AMENDED LEASE AGREEMENT
THIS AMENDED AND RESTATED LEASE AGREEMENT (this "Agreement") is
made effective as of February 16, 2015 (the "Effective Date"), between/among Innovative
Solar 48, LLC, a North Carolina limited liability company ("Tenant") and Robert M. Morgan,
Jr. and his wife, Susan Morgan and Annis J. Morgan, widow of Robert M. Morgan
(deceased)(collectively, the "Landlord"). Tenant and Landlord are sometimes referred to
individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Tenant and Landlord entered into that certain lease agreement, dated
January 30, 2014 (the "Lease'), pursuant to which Landlord leased to Tenant that certain
portion of real property comprising approximately thirty-five (35) gross acres lying in Robeson
County, North Carolina, and described by Robeson County PIN#: 9305-90-3592; together with
routes and easements of access to provide Tenant with access to its demised premises, as more
particularly described in the Lease (the "Leased Property" or sometimes in the alternative, the
"Pro a "); and
WHEREAS, Tenant or its Affiliates or assigns propose to develop and own a System (as
hereinafter defined) on the Property (hereinafter commonly referred to as the Morgan Family
Solar Farm); and
WHEREAS, Landlord desires that Tenant, its Affiliates or assigns install, own, operate
and maintain the System for the production of electricity and connection to the Grid (as
hereinafter defined), and Tenant is willing to undertake and to provide the same; and
WHEREAS, Landlord and Tenant are entering into this Agreement in order to amend
and restate the entirety of the Lease.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1.
DEFINITIONS
In addition to other terms specifically defined elsewhere in this Agreement, where
capitalized, the following words and phrases shall be defined as follows:
"ACH" has the meaning set forth in Section 3.04.
"Affiliate" means, with respect to any Person, any other Person directly or indirectly
controlling, controlled by or under common control with such first Person.
"Agreement" means this Amended and Restated Lease Agreement, including the
Schedules and Exhibits attached hereto.
2

"Applicable Law" means, with respect to any Person, any constitutional provision, law,
statute, rule, regulation, ordinance, treaty, order, decree, judgment, decision, certificate, holding,
injunction, registration, license, franchise, permit, authorization, guideline, Governmental
Approval, consent or requirement of any Governmental Authority having jurisdiction over such
Person or its property, enforceable at law or in equity, including the interpretation and
administration thereof by such Governmental Authority.
"Anniversary Date" has the meaning set forth in Section 3.03.
"Assignment" has the meaning set forth in Section l 1.09.
"Business Day" means any day other than Saturday, Sunday or any other day on which
banking institutions in New York, New York are required or authorized by Applicable Law to be
closed for business.
"Commercial Operation Date" means the date following (a) receipt of all licenses and
permits necessary to operate the System, (b) the completion of any critical performance tests
relating to the safety and functionality of the System, (c) the commencement of regular
operations of System, and (d) the System being generally placed in a condition or state of
readiness for its intended function.
"Confidential Information" has the meaning set forth in Section 11.03.
"Connecting Equipment" shall mean cables, network connections. data acquisition
systems, telecommunications systems, electrical wiring, wire management systems, electric
meters, power distribution boxes and connecting hardware as necessary to connect the
Generating Equipment with the Inverters, the Inverters with the Transformer, and the
Transformer with the substation.
"Contingency Period" has the meaning set forth in Section 2.01.
"Early Termination Date" has the meaning set forth in Section 7.01.
"Easement" has the meaning set forth in Section 4.01.
"Effective Date" has the meaning set forth in the preamble hereof
"Electrical Output" means the total quantity of all actual net electricity generated by the
System (mcasured in _k_Whs) and delivered to the Grid, in any given period of time. Electrical
Output does not include any Incentives or Environmental Attributes.
"Environmental Attributes" means all products of the System other than electricity,
including but not limited to carbon trading credits, renewable energy credits or certificates,
specifically including renewable energy certificates as contemplated within Article 7 of Chapter
62 of the North Carolina General Statutes, emissions reduction credits, emissions allowances,
green tags, tradable renewable credits and Green-e* products.
3

"Environmental Law" means all laws of any Governmental Authority having jurisdiction
over any Property addressing pollution or protection of the environment, and all regulations or
guidance documents implementing any of the foregoing, now existing or later adopted during the
Term.
"Expiration Date" has the meaning set forth in Section 7.01.
"Financer" means any third -party entity providing financing of any kind, including debt
(whether construction or permanent), equity, hybrid or tax -based, to Tenant with respect to a
System or as otherwise defined in Section 11.09.
"Force Majeure Event" has the meaning set forth in Section 9.03.
"Generating Equipment" means solar power generating panels and any additional
equipment necessary to generate, monitor and transmit the Electrical Output to the Grid.
"Governmental Approval" means any approval, consent, franchise, permit, certificate,
resolution, concession, license or authorization issued by or on behalf of any applicable
Governmental Authority.
"Governmental Authority" means any federal, state, regional, County, town, city or
municipal government, whether domestic or foreign, or any department, agency, bureau, or other
administrative, regulatory or judicial body of any such government including, without limitation,
any governmental or quasi -governmental entity or independentsystem operation or regional
transmission operator.
"Grid" means the electricity transmission grid system owned by Duke Energy Progress,
Inc. it successors and or assigns, and/or any other entity providing interconnection and/or electric
transmission service to the System to enable delivery of the Electrical Output to the Utility.
"Groundbreaking" means the earlier to occur of grading work or the construction of
erosion and sedimentation control measures upon the Site.
"Hazardous Materials" means any pollutant, contaminant, hazardous substance,
hazardous waste, medical waste, special waste, toxic substance, petroleum or petroleum -derived
substance, waste or additive, asbestos, polychlorinated biphenyl (PCB), radioactive material, or
other compound, element or substance in any form (including products) regulated, restricted or
addressed by or under any Applicable Law.
"Incentives" shall mean any and all investment credits, tax credits, grants, or utility
rebates or other funding offered by any Governmental Authority or third party for the
development of solar photovoltaic systems.
"Initial Term" has the meaning set forth in Section 7.01 _
"Interest Rate" means a rate per annum equal to the lesser of (a) eight percent (S%) or
(b) the maximum rate allowed by Applicable Law.
4

"Interim Term" has the meaning set forth in Section 3.01.
(AC). "Inverter" means a device capable of converting direct current (DC) to alternating current
"Insolation" means the amount of kWhs per square meter falling on a particular location,
as published by the National Renewable Energy Laboratory.
"kWh" means kilowatt-hour.
"Landlord" has the meaning set forth in the preamble hereof.
"Landlord Default" has the meaning set forth in Section 9.02(a).
"Landlord Easement" has the meaning set forth in Section 4.
"Landlord's Property" means that remaining portion of real property described by
Robeson County PIN#: 9305-90-3592 (as described in Robeson County Deed Book 835, Page
679) along with any other contiguous property owned by Landlord, as described on Schedule 1
attached ere o and incorporated by reference berein.
"Landlord Subeasement" has the meaning set forth in Section 4.
"Leased Property" has the meaning set forth in the preamble and Section 3.01. For the
purposes of this Agreement the term Leased Property is used interchangeably with the term
Property.
"Liens" has the meaning set forth in Section 6.04.
"Mortgage" or "Mortgages" has the meaning set forth in Section 11.09.
"NCUC" means the North Carolina Utilities Commission.
"Non -curable defaults" has the meaning set forth in Section 11.10 b .
"Operations Easement" has the meaning set forth in Section 4.
"Party" or "Parties" means Tenant and/or Landlord.
"Person" means an individual, partnership, corporation, limited liability company,
business trust, joint stock company, trust, unincorporated association, joint venture, J rrrz or other
entity, or a Governmental Authority.
"Property" means the unimproved real property described on Schedule 1. For the
purposes of this Agreement the term Property is used interchangeably with the term Leased
Property.
"Renewal Term" has the meaning set forth in Section 7.01.
5

"Site" means collectively the Leased Property and the Easements.
"Site Plan" means, for the System, a plan depicting the locations within and upon the
Property of System components, including the interconnection point (as currently contemplated,
but as may be adjusted or substituted prior to the Commercial Operation Date, as revised by final
as -built drawing(s) and subsequent revisions depicting any System alterations, and automatically
incorporated as Schedule 3 attached hereto.
"Solar Assets" means, collectively, the Leased Property, any Sublease, the Easements
and the System.
"Staging Area" has the meaning set forth in Section 4.01.
"Sublease" means the grant or assignment of less than all of the right, title or interest
under this Agreement or in one or more Easements from Tenant to a Sublessee.
"Sublessee" means any person that receives an interest from Tenant of less than all of the
right, title or interest under this Agreement or in one or more Easements
"System" means the solar photovoltaic generation equipment, controls, meters, switches,
connections, conduit, wires and other associated -equipment including the Generating Equipment,
Connecting Equipment, Inverters, and Transformer to be installed by Tenant or its Affiliate as
more specifically described on Schedule 3.
"Tenant" has the meaning set forth in the preamble hereof.
"Tenant's Contingencies" has the meaning set forth in Section 2.01.
"Tenant Default" has the meaning set forth in Section 9.01 (a).
"Term" has the meaning set forth in Section 7.01 _
"Transformer" means any electric transformer in or on the Property used by Tenant to
connect thereto to transmit electricity generated by the System to the Grid.
"Transmission Easement" has the meaning set forth in Section 4.01.
"Utility" means Duke Energy Progress, Inc., its successors and or assigns, or any third -
party regulated electric utility company, municipal utility company, or wholesale power
purchaser and any other regulated utility, or other third party, in any case whether individually or
in the aggregate, to whom Electrical Output may be sold from time to time in full or in part. As
set forth in Section„11.22, in no event shall Tenant or its Affiliates be deemed a utility or public
service company, and Tenant or its Affiliates do not assume any obligations of a utility or public
service company to supply Landlord's electricity requirements.
G

ARTICLE 2.
CONDITIONS PRECEDENT
Section 2.01 Conditions Precedent.
The Parties hereby acknowledge and agree that the obligations of Tenant under this
Agreement ,shall in all respects and for all purposes be conditioned upon Tenant's determination,
prior to June 15, 2015 (the "Contingency Period"), that the Property is, in Tenant's sole and
absolute discretion, satisfactory for Tenant's intended use of the Property being to develop it
with the System, and for the business purpose of offering the useful energy generated for sale to
Utility, and is otherwise economically viable for such use. Tenant's obligations hereunder are
contingent upon, but not limited to, Tenant's satisfaction of the following conditions precedent
(collectively, "Tenant's Contingencies"):
(a) Delivery to Tenant of acceptable non -disturbance and attornment agreements from all
mortgagees with regard to the Property;
(b) Tenant's receipt of a report from a f censed or properly certified geo hnical
engineer, the cost of which shall be paid by Tenant, that the Site will support the System;
(c) Tenant obtaining (i) financing for installation of the System in such amounts as
Tenant deems sufficient in its sole discretion, (ii) a commitment from a Financer in such amounts
as Tenant deems sufficient in its sole discretion for any available Incentives for construction or
operation of the System, and (iii) a contract for the sale of any available Environmental
Attributes in such amounts that Tenant deems sufficient in its sole discretion;
(d) obtaining all permits, contracts, and agreements required for interconnection and
installation of the System;
(e) obtaining the location of any and all underground utility systems (including, but not
limited to, water (including agricultural drainage piping), sewer and natural gas pipes and related
facilities affecting the Site; and
(f) obtaining all necessary authority from any regulatory entity for the operation or
registration of the System and sale and delivery of the Electrical Output and Environmental
Attributes. Tenant shall determine for itself the suitability of the soil, drainage, slope,
preexisting utilities, and preexisting structural conditions of the Site.
Section 2.02 Failure to Satisfy Conditions Precedent. In the event that Tenant fails to
satisfy Tenant's Contingencies on or before the expiration of the Contingency Period, then
Tenant shall have the right to extend the Contingency Period for one (1) additional period of
sixty (60) days by delivery of written notice to Landlord. In the event that Tenant satisfies the
Tenant Contingencies, then Tenant shall send written notice of satisfaction to Landlord on or
before the expiration of the Contingency Period, as same may have been extended. If one or
more of the Tenant Contingencies set forth above are not satisfied (or waived by Tenant), or
should Tenant desire to terminate this Agreement for any other reason or no reason prior to the
7

expiration of the Contingency Period, and any exercised extensions thereof, then Tenant may, at
its option, terminate this Agreement by giving written notice of termination to Landlord, upon
which this Agreement shall be of no further effect and the Parties shall have no further rights or
obligations hereunder, except for such rights and obligation which expressly survive the
termination of this Agreement.
Section 2.03 Utility Approval of System. In the event the Utility should refuse or fail to
approve the interconnection of the System with respect to the Property, Tenant shall promptly
notify Landlord of the Utility's refusal or failure to approve, upon which this Agreement shall be
of no further force or effect to the Parties.
Section 2.04 Zoning. Within the Contingency Period Tenant shall determine whether
improvements contemplated herein are prohibited by any local authority, including, but not
limited to, County zoning, subdivision and special use authorities. If required by the
Governmental Authority(ies), Tenant shall file an application for any required conditional use
permit with the appropriate officials and diligently and in good faith shall, in connection
therewith, file such supporting surveys, plans and schedules as shall be required by the relevant
Governmental Authority(ies). At Tenant's request, Landlord shall cooperate with Tenant's
efforts to obtain the required zoning approvals, but shall not be obligated to incur any expense
related to same. Landlord will, from time to time, (a) execute, and, if appropriate, cause to be
acknowledged, any map, application (including permit applications), zoning approval, license,
document, or instrument (including any document or instrument intended to correct an error in
this Lease or to amend the legal description attached to this Lease) that is reasonably requested
by Tenant or is requested by a Governmental Authority, and (b) return the executed writing to
the Tenant or the Governmental Authority within ten (10) days after its receipt by Landlord.
Section 2.05 Sgn ey. Following the Effective Date of this Agreement, and prior to the
expiration of the Contingency Period, Tenant shall at its sole cost and expense obtain a survey of
the Property and the Operations Easements, where applicable ("Survey"). The Survey shall
include a legal description to be attached hereto under Schedule 1 and be automatically
incorporated herein.
Section 2.06 Title Representation. Landlord represents to Tenant that, to Landlord's
knowledge, there are no liens, covenants, restrictions, rights of way, easements or other
encumbrances affecting the Property which will prevent or limit Tenant's use of the Property for
the purposes permitted under this Agreement, or that are otherwise contrary to the terms of this
Agreement. Landlord also represents and warrants that throughout the Term, Tenant shall have
legal and practical access to the Property.
Section 2.07 Title Report. Tenant shall, at Tenant's sole cost and expense, obtain from a
reputable title insurance company (the "Title Comfy") a commitment to issue an ALTA
leasehold owner's insurance policy, with any addenda incorporated therein, insuring Tenant's
leasehold estate in the Property and any of Tenant's improvements thereon (the "Title Report").
Tenant shall have until the expiration of the Contingency Period to review such Title Report and
to deliver to Landlord in writing any objections Tenant may have to any exception set forth
therein_ (hereinafter referred to as "Title Defects"). If no notice of any Title Defects is delivered
8

by Tenant to Landlord prior to the expiration of the Contingency Period, such Title Defects are
deemed waived and may appear as exceptions to the leasehold policy of title insurance to be
issued pursuant to this Section 2.07. In the event that notice of Title Defects is given by Tenant
Landlord may at Landlord's sole cost and expense, use reasonable efforts to cure any Title
Defects with respect to which Tenant has delivered written objections. If Landlord elects not to
cure any such Title Defects within sixty (60) days following receipt of the notice of Title
Defects, Tenant may, terminate this Agreement upon ten (10) days' prior written notice to
Landlord. Landlord further agrees to cooperate -with Title Company issuing title insurance
insuring (a) Tenant's leasehold interest in the Property and/or (b) any mortgage encumbering
such leasehold interest, and shall deliver customary title affidavits and such other documents
otherwise reasonably required by the Title Company to remove such Title Defects from the Title
Report. The cost of any such title insurance premiums shall be paid by Tenant.
Section 2.08 Geotechnical and Environmental Tests. Tenant shall, within the
Contingency Period, determine or cause to be determined if the soil substrata, soil conditions and
environmental conditions of the Property are reasonably satisfactory for the construction of the
System and any related improvements. Such environmental investigations shall include, but not
be limited to, a Phase I environmental site assessment and a wetland delineation. At Tenant's
request, Landlord shall cooperate with Tenant's efforts to obtain the required verification by the
United States Army Corps of Engineers, but shall not be obligated to incur any expense related
to sane. Tenant may terminate this Agreement upon written notification to Landlord that any
geotechnical, engineering or environmental conditions are unsatisfactory, so long as Landlord
receives such notification on or before the expiration of the Contingency Period, whereupon this
Agreement shall terminate and the Parties shall have no further rights or obligations hereunder.
In the event that this Agreement terminates pursuant to this Section 2.08, Tenant shall reasonably
restore the Property to the condition that it was in prior to Tenant coming onto the Property to
perform such tests.
Section 2.09 Sale of Electrical Output, Throughout the Term, Tenant or its Affiliate,
successors or assigns shall sell the Electrical Output to Utility, or any third -party, regulated
electric utility company, municipal utility company, or wholesale power purchaser. As of the
Commercial Operation Date, Tenant shall not sell or otherwise convey any of the Electrical
Output to Landlord. Any payment by Utility for such Electrical Output shall be owned by
Tenant or its Affiliates. If Landlord receives any payments in respect of the System from Utility,
it shall promptly forward such payments to Tenant or its Affiliate, successors or assigns.
ARTICLE 3.
LEASED PROPERTY, USE AND RENT
Section 3.01 Leased_ Property. Subject to Section 2.05, Landlord leases to Tenant, and
Tenant leases from Landlord, for the Term and subject to the covenants hereinafter set forth the
Property as described on Schedule 1 attached hereto and incorporated by reference herein.
Section 3.02 Permitted Use. Tenant or its Affiliate shall use and occupy the Leased
Property solely to install, operate, maintain, use and where necessary, restore, the System, and
any additional equipment necessary to generate and transmit solar derived electricity to the
0

Utility (and specifically to the substation). Prior to the Commercial Operation Date, the Parties
shall upon written agreement determine the exact location of the System; such agreement and
location shall be deemed automatically incorporated into this Agreement as Schedule 3 by
acceptance of the final Site Plan. Landlord acknowledges that Tenant may use or cause the use
of the Leased Property for the installation and operation of a substation, which shall be owned,
operated and maintained by the Utility or its contractors.
Section 3.03 Rent. Tenant shall pay Landlord the monthly sum, based on the rate of
eighty three and 33/100 Dollars ($83.33) per acre, and a total leasehold of thirty-five gross
acres, and as described in the table specified herein ("Rent"). Notwithstanding the generality of
the foregoing, Rent shall be based on the Leased Property shown on the Survey, calculated to the
nearest positive integer. Rent shall be paid, in advance, on the date that is ten (10) Business days
following Groundbreaking, and thereafter on the first day of each calendar month. Rent for any
period during the Term less than one calendar month shall be prorated on a daily basis based on a
three hundred sixt-
y five (365) day year. Landlord and Tenant agree that the Rent stated above
shall be increased effective on the then applicable Anniversary Date in accordance with the
following schedule:
with Escalation
1-5
$2,916.55
6-10
$3,062.38
11-15
$3,215.50
16-20
$3,376.27
13
Option Period
21-25
$3,545.08
2'
Option Period
26-30
$3,722.34
For the purposes of this Agreement, "Anniversary Date" shall mean the first day of each
relevant anniversary of the Commercial Operation Date.
Section 3.04 Payment of Rent. The Rent shall be payable to Landlord by Tenant shall by
electronic wire transfer (Automatic Clearing House or "ACH") of funds from a bank account of
the Tenant or its designee, and Landlord shall cooperate with Tenant in establishing such
payment arrangements by promptly completing and returning the ACH form attached hereto as
Schedule 4. If Tenant shall fail to pay the Rent within thirty (30) days of its due date, all unpaid
rent shall bear interest at the Interest Rate from the due date until paid. Any payment by Tenant
10

or acceptance by Landlord of a lesser amount than that which is due shall be treated as a payment
on account. Landlord may accept any payment for a lesser amount, notwithstanding any
endorsement or statement thereon or therewith without prejudice to any other rights or remedies
which Landlord may have against Tenant.
ARTICLE 4.
EASEMENT AND ACCESS RIGHTS
Section 4.01 Easement and Related Ri ts.
(a) Operations Easements.
As of the Effective Date of this Agreement, and subject to Landlord's approval as
specified in Section 2.05 and in connection with the development of the System, Landlord
hereby irrevocably grants and conveys to Tenant for the Term, subject to the terms and
conditions set forth in this Agreement, the following easements (collectively, the "Operations
Easements") for the benefit of Tenant, its Affiliates, Financer, any subtenant or any assignee
thereof.
0) An exclusive easement for electrical interconnection purposes from the Property
through any other portion of the Landlord's Property (as described on Schedule 1) which Tenant
reasonably believes will be useful in developing or operating the System.
(ii) An exclusive easement for access through any of the Landlord's Property (as
described on Schedule 1) which Tenant reasonably believes will be useful in developing or
operating the System; including the right of Tenant to build access roads across Landlord's
Property.
(iii) A non-exclusive easement and right-of-way for vehicular and pedestrian ingress,
egress and access to and from the System and to and from the Property (as described on
Schedule 1) on, over and across the Landlord's Property by means of (A) the now existing or
hereafter constructed roads, lanes and rights -of -way on the Landlord's Property, and (B) such
additional roads as Tenant or anyone else may construct (including rights to maintain, improve,
rebuild or relocate such roads) from time to time.
(iv) An exclusive easement and right to install, maintain, repair, replace and operate on
the Landlord's Property the Connecting Equipment together with such rights of way as may be
reasonably necessary to install, maintain, repair and operate any of the foregoing (the
"Transmission Easement").
(v) An easement on Landlord's Property for receipt and access to sunlight throughout
the Property_ Any obstruction to the receipt of and access to sunlight throughout the entire area
of the Property is prohibited, whether such obstruction is on the Property or on the Landlord's
Property.
(vi) A temporary easement on, over, across and under any Landlord's Property (as
described on Schedule 1), to be used as necessary for access, staging and laydown in connection
with the construction, operation and maintenance of the System (provided that Tenant shall, to
11

the extent reasonably possible, restore such property to substantially the same condition as
existed prior to such use).
(vii) a temporary construction easement on, over, across that portion of Landlord's
Property as more particularly described in Exhibit "C", attached hereto, incorporated herein by
reference and referred to as "Staging Area" which is owned or controlled by Landlord, to be used
as necessary for access, staging and laydown in connection with the construction of the System.
Additionally, the portion of the Staging Area depicted in the cross -hatched area in Exhibit "C"
shall be used for the purpose of storm water management during construction activities. All
work contemplated herein shall be completed by Tenant at its sole cost and expense. In
consideration for granting this easement, Tenant shall pay Landlord a one-time payment of One
Thousand and No1100 Dollars ($1,000.00). Any work performed on the Landlord's Property
shall be done in an expeditious and workmanlike manner so as to minimize interference with the
Landlord's use of the Landlord's Property outside of the Sta%zin2 Area boundaries. The
easements granted in this paragraph shall automatically expire upon completion of the
construction activities contemplated herein. Promptly after completing the construction
activities contemplated herein, Tenant will, at its sole expense, restore any disturbed areas on the
Staging Area to substantially the same condition as existed immediately prior to the
commencement of the activity.
(b) Landlord Easements. To the extent that Landlord holds or has the right to use any
access, utility, transmission, water or other easements, rights of way or licenses over lands in the
general vicinity of the Property (the "Landlord Easements") on the date of this Agreement and
such Landlord Easements are or could be used for the benefit of the Property, then the same are
hereby included in this Agreement, and Tenant shall be entitled to use such Landlord Easements,
if such use is permitted under the Landlord Easements and provided that such use does not
interfere with Landlord's use of the same. Upon the request of Tenant at any time and from time
to time during the term of any Operation Easement, Landlord shall grant thereto (in recordable
form and containing such terms and provisions as may reasonably be requested by Tenant or
such sub -tenant and Landlord), for no additional consideration, one or more subeasements of the
Landlord Easements (each, a "Landlord Subeasement"). The term of each Landlord
Subeasement shall run concurrently with the Term (or for such shorter period of time as is
provided in the applicable Landlord Easement), and shall terminate upon the expiration or
termination thereof.
(c) In General. With respect to each Operation Easement and Landlord Subeasement
(each an "Easement"): (i) to the extent permitted by law, each Easement shall be appurtenant to
the applicable leasehold estate, (ii) each Easement shall run with the Leased Property and inure
to the benefit of and be binding upon the Landlord and the holder of each Easement and their
respective successors and assigns, and all persons claiming under them, (iii) no act or failure to
act on the part of the Tenant, a sub -tenant or the holder of any such Easement shall be deemed to
constitute an abandonment, surrender or termination thereof, except upon recordation by the
holder of a quitclaim deed specifically conveying such Easement back to the Landlord,
(iv) nonuse of any such Easement shall not prevent the future use of the entire scope of such
Easement if it is later needed and (v) no use of or improvement to the Property or any lands
12

benefited by any such Easement, and no transfer of the Easement, shall, separately or in the
aggregate, constitute an overburdening of the Easement.
Section 4.02. Landlord Access. Landlord shall have the right to enter the Property to
inspect the same at reasonable times and upon reasonable advance notice to Tenant provided that
such entry shall not interfere with the Tenant's or its Affiliate's operation, development,
construction or maintenance of the System on the Property. Tenant shall have the right to
accompany Landlord during any such entry and Landlord shall comply with any and all safety
rules established by Tenant. Tenant shall have the power and authority to control and prevent
access of third parties to the Property. Tenant may invite third parties upon the Property without
permission from Landlord so long as the terms of this Agreement are not violated.
Section 4.03 Removal of System. Except as otherwise provided in Section 9.02
(Landlord Default), upon the expiration or earlier termination of this Agreement, Tenant at
Tenant's expense, shall promptly remove all of its tangible property comprising the System from
the Property on mutually convenient dates, whereupon Tenant shall vacate the Property. The
Property shall be returned to its condition immediately prior to the installation of the System,
reasonable wear and tear excepted.
Section 4.04 Third Party Consents/Recording. At Tenant's request from time to time,
Landlord will cause any owner, tenant, mortgagee or other interest holder in the Property to
deliver, such acknowledgments, consents, estoppels, fixture disclaimers, non -disturbance
agreements and other agreements as Tenant or its Financers may reasonably require to confirm
and insure satisfactory title and priority of security in and to the System and the rights granted
hereunder. Landlord and Tenant and a Sublessee will (a) cooperate in amending this Agreement
or a Sublease, as the case may be, from time to time to include any provision that may be
reasonably requested by the Tenant or a Sublessee or any Financer to implement the provisions
contained in this Agreement or a Sublease as the case may be or to preserve Financer's security
interest and (b) execute any documents that may reasonably be required by Tenant, a Sublessee,
or a Financer. Landlord will cause any of the Landlord's lenders to execute an agreement of
non -disturbance furnished by any Financer with respect to Tenant's or a Sublessee's interest in
the Site. Landlord covenants that it will notify Tenant in writing if any third party obtains an
interest in the Property or the Site including, without limitation, any lenders to Landlord or
holders of any liens or encumbrances on the Property. Any Party may record a memorandum of
this Agreement in the registry or title records of the County where the Property is located or
other applicable government office. Tenant may file one or more precautionary financing
statements or fixture filings in such jurisdictions as it deems appropriate in order to protect its
rights in the System or in connection with the grant of a security interest in the System.
ARTICLE 5.
CONSTRUCTION AND OPERATION
Section 5.01 Development. Landlord consents to the construction, installation and
periodic alteration and replacement of the System by Tenant, and as applicable, its successors,
Affiliates or assigns, on the Property, including without limitation the Generating Equipment,
Connecting Equipment, Inverters, mounting substrates or supports, battery back-up systems,
13

substation, storage facilities, new technology and other associated equipment. Prior to System
installation, Landlord shall provide Tenant with any existing site plans, surveys, topographic
maps, storm water drainage plans, geotechrucal studies, and Phase I environmental site
assessments covering the Property and without cost to Landlord otherwise assist and cooperate
on a timely basis with Tenant to obtain all permits, approvals and authorizations required to (a)
construct, install and maintain the System, including without limitation registration of the System
as a new renewable energy facility with the NCUC and (b) operate the System.
Section 5.02 Installation. Tenant or its Affiliate, successors or assigns shall cause the
System to be designed, engineered, installed and constructed substantially in accordance with the
terms of this Agreement and Applicable Law. Prior to System installation, Landlord shall have
the right to review and approve the Site Plan for such System. Such Landlord review and
approval shall not be unreasonably withheld, denied, conditioned or delayed. If Landlord fails to
approve such Site Plan within ten (10) Business Days of receipt from Tenant, such Site Plan
shall be deemed approved by Landlord. Tenant will provide at least ten (10) days prior written
notice to Landlord of the commencement of any Site preparation work (Groundbreaking).
Tenant or its Affiliate shall use commercially reasonable efforts to cause Groundbreaking to
begin on or before November 1, 2015. Promptly after Groundbreaking, but in any event within
five (5) Business days, Ten —ant provide written notice to Landlord stating the actual ate o
Groundbreaking. Tenant does not warrant that the System is or rvvill be constructed exactly as
shown on the Site Plan.
Section 5.03 Operations. The System shall be owned, operated, maintained and repaired
by Tenant, or its Affiliates, successors or assigns at its/their sole cost and expense, and in
accordance with Applicable Law and consistent with good industry practices prevalent in the
solar energy industry_ The Parties shall each designate personnel and establish procedures such
that each Party may provide timely notice of any emergency conditions that might reasonably be
expected to affect the other Party's property.
Section 5.04 Maintenance Records. Tenant shall maintain all records of maintenance
performed at the Site.
Section 5.05 Subcontractors_ Tenant shall have the right to retain the services of
bondable, licensed electrical and grading "Subcontractor(s)" to perform the work of Site
preparation, installation, operating, maintaining and repairing the System. Tenant shall be
responsible for the conduct and work of such Subcontractor(s), and payment thereto, and
Landlord shall have no contractual relationship with Subcontractor(s) in connection with the
work on the System. Tenant shall insure that Subcontractor(s) maintain insurance as applicable
to its activities that satisfy the requirements in Section 10.01.
ARTICLE 6.
TITLE TO SYSTEM AND OTHER COVENANTS
Section 6.01 Title to System. Tenant shall retain title to and be the legal and beneficial
owner of the System at all times. Absent further written election by Tenant, the System shall (i)
remain the personal property of Tenant and shall not attach to or be deemed a part of, or fixture
14

to, the Property, and (ii) at all times retain the legal status of personal property as defined under
Article 9 of the applicable Uniform Commercial Code. Landlord warrants and represents that it
shall keep the System free from all Liens (other than those created by Tenant or its respective
creditors) and expressly disclaims any right, title or interest in or to the System, whether arising
by lien, by operation of law or otherwise. Tenant shall be entitled to, and is hereby authorized to,
file one or more precautionary UCC Financing Statements or fixture filings, as applicable, in
such jurisdictions as it deems appropriate with respect to the System in order to protect its title to
and rights in the System. The Parties intend that neither Landlord nor any party related to
Landlord shall acquire the right to operate the System or be deemed to operate the System for
purposes of Section 7701(c)(4)(A)(i) of the Internal Revenue Code of 1986, as amended, and the
terms of this Agreement shall be construed consistently with the intention of the Parties.
Landlord shall provide timely notice of Tenant's title and sole ownership of the System to all
Persons that have, or may come to have, an interest in or lien upon the real property comprising
the Property. If Tenant determines to treat any component of the System as real property, it will
so notify Landlord in writing along with the reasons therefor, and any required third party
consents arising by reason of such characterization. As between the Parties, Tenant shall retain
the exclusive right to take or sell all System products, including all Environmental Attributes.
Section 6.02 Ownership o ncen Ives; Landlord incentive Assistance. All Incentives
available in connection with the System are owned by Tenant, or its Affiliates, designees,
successors or assigns. Landlord shall take all reasonable measures to assist the Tenant in
obtaining all Incentives currently available or subsequently made available in connection with
the System, at Tenant's sole cost and expense.
Section 6.03 Risk of Loss; Exclusive Control. As between the Parties, Tenant will be
deemed to be in exclusive control (and responsible for any property damage or injuries to
persons caused thereby) of the Electrical Output.
Section 6.04 Tenant Liens. Tenant shall not cause, create, incur, assume or suffer to
exist any mortgage, pledge, lien (including mechanics', labor or materialman's lien), charge,
security interest, encumbrance or claim of any nature ("Liens") on or with respect to Landlord's
interests in the Property or any interest therein other than the rights granted Tenant hereunder.
Tenant shall pay promptly before a fine or penalty may attach to the Property any taxes, charges
or fees of whatever type of any relevant Governmental Authority, relating to any work
performed hereunder by Tenant or its agents and Subcontractors on the Property.
Section 6.05 Taxes and Assessments. Tenant will pay and be responsible for any sales or
use tax or any privilege tax imposed with respect to Tenant's acquisition and installation of the
System. Tenant shall pay the personal property taxes or other taxes directly attributable to the
System; provided, if such taxes are paid by Landlord, Tenant shall reimburse Landlord for the
amount of any such tax payment within sixty (60) days of receipt of reasonable documentation
indicating the amount paid and the calculation of Tenant's pro-rata share. Tenant (or as
applicable the Utility) shall pay and be responsible for any sales, use, excise, transfer and other
similar taxes or assessments levied on the sale or deliveries of the Electrical Output hereunder
(regardless of whether such taxes or assessments are imposed on Tenant or Landlord). Landlord
and Tenant shall use their best efforts to cause the Leased Property to be taxed separately from
15

the Landlord's Property. If the Leased Property is assessed as a separate tax parcel, for each year
of the Term, Landlord shall provide Tenant with a copy of the tax statement and Tenant shall pay
the real property taxes for the Leased Property directly to the taxing authority prior to
delinquency, provided that the invoice or statement is received at least thirty (30) days prior to
such date. Landlord shall not claim ownership of the System or claim that it is leasing the
System with the County or city tax office. In the event that the Leased Property is not separately
assessed, but instead is assessed with the Landlord's Property, then Tenant shall pay to Landlord
Tenant's proportionate share of such taxes within thirty (30) days after Landlord submits to
Tenant all tax bills for the applicable tax year. Tenant's proportionate share of real property
taxes on the Leased Property shall be the product of the real property taxes on the overall
property multiplied by a fraction, the numerator of which is the leased acreage contemplated by
this Agreement and the denominator of which is the total acreage of the property.
Section 6.06 Quiet Epjoyment. Landlord covenants that Tenant shall enjoy quiet and
peaceful use, enjoyment and possession of the rights granted hereunder for the Term. In
furtherance of the foregoing, Landlord shall cause any owner, tenant, purchaser, lessee, assignee,
mortgagee, pledgee or other Person to whom a lien on the Property or any part thereof has been
granted to execute and deliver to Tenant an acknowledgment and consent of and to Tenant's
rights hereunder in a farm reason -ably satisfactory to Tenant, including, without limitation, an
acknowledgment of no interest in the System.
Section 6.07 Insolation. Landlord acknowledges that access to sunlight is essential to the
value of the rights granted hereunder. Accordingly, Landlord shall not voluntarily permit any
interference with Insolation on and at the Site. Landlord will not construct or permit to be
constructed any structure on the Leased Property and Landlord's Property that would adversely
affect Insolation levels, or permit the growth of foliage that could adversely affect Insolation
levels. Without relieving Landlord's obligations herein, Tenant warrants that it has considered
existing trees and vegetation and their projected growth patterns (assuming routine maintenance
and pruning) in designing the System and shall not hold Landlord accountable for, nor terminate
this Agreement as a result of, interference that the existing trees and vegetation on the Leased
Property and Landlord's Property, which have been properly maintained and pruned, may cause
to the performance and operation of the System.
Section 6.08 Other Landlord Activities. Landlord shall not initiate, conduct or permit
activities on, in or about the Site that have a reasonable likelihood of causing damage,
impairment or otherwise adversely affecting the System. Tenant shall have the right to construct
a security fence around the System; provided such fence does not interfere with Landlord's
ordinary use of the Landlord's Property.
Section 6.09 Exclusive Rights. Tenant shall have the exclusive right ("Exclusive Right")
to develop and use the Property for solar energy purposes and to convert all of the solar
resources of the Property and to all rights and uses appurtenant thereto, it being understood that
the decision if, when and to what extent to construct, install or operate the System, or to generate
or sell electrical energy, shall be solely in the Tenant's discretion_ No provision of this
Agreement (or any other communication with Landlord) shall be construed as requiring the
Tenant to (a) undertake construction, installation or operation of the System on the Property or
16

(b) continue operation of the System from time to time located on the Property. Landlord shall
not grant, or permit to be granted, any lease, sublease, easement, license, access, ingress, egress,
concession, co -tenancy or other use, right or privilege of any nature whatsoever, except as
contemplated herein, on, over, under or above any portion of the Leased Property during the
Term.
ARTICLE 7.
TERM
Section 7.01 Term. The initial term of this Agreement shall commence on the Effective
Date and shall continue to apply for the Property for a period ending on the first December 31
following the (2&) anniversary of the Commercial Operation Date of the System located on
such Property (the "Initial Term"), unless terminated earlier pursuant to this Agreement.
Promptly after the Commercial Operation Date, but in any event within thirty (30) days, Tenant
shall provide written notice to Landlord of the Commercial Operation Date. After the Initial
Term, Tenant shall have the option to extend the Initial Term of this Agreement for two (2)
consecutive five (5) year periods (each, a "Renewal Term"), upon the same terms as contained in
this Agreement. To exercise an extension option, Tenant shall give Landlord written notice at
least one hundred eighty (180) days prior to the expiration of the Initial Term or the then -current
Renewal erm, as the case may be ("Tenant's Extension Notice"). Tenant's Extension Notice
shall be effective to extend the Term of the Agreement without further documentation. If Tenant
does not exercise any foregoing option to renew the Agreement within the requested time
periods, then such option(s) shall become null and void and be of no further force or effect. The
Initial Term and all subsequent Renewal Terms, if any, are referred to collectively as the "Term."
The date on which this Agreement terminates by reason of expiration of the Term is hereafter
referred to as the "Expiration Date." Any other date on which this Agreement terminates is
hereafter referred to as the "Early Termination Date."
ARTICLE 8.
REPRESENTATIONS AND WARRANTIES
Each Party represents and warrants to the other as of the Effective Date:
Section 8.01 Organization, Existence-, Good Standin . If an entity, such Party is, as
applicable, validly existing, duly organized, and in good standing in the jurisdiction of its
organization. Such Party has the full right and authority to enter into, execute, deliver and
perform its obligations under this Agreement, and such Party has taken all requisite corporate,
body politic or other action to approve the execution, delivery and performance of this
Agreement.
Section 8.02 Binding Obligation. This Agreement constitutes the legal, valid and
binding obligation enforceable against such Party in accordance with its terms, except as may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws
relating to creditors' rights generally.
Section 8.03 No Litigation. There is no litigation, action, proceeding or investigation
pending or, to such Party's knowledge, threatened before any court or other Governmental
17

Authority by, against, affecting or involving any of its business or assets that would affect its
ability to carry out the transactions contemplated herein.
Section 8.04 Execution and Performance. Such Party's execution and performance of
this Agreement and the transactions contemplated hereby do not constitute a breach of any term
or provision of, or a default under, (a) any material contract or agreement (including agricultural,
timber, grazing, fishing, mineral or hunting contracts) to which it or any of its Affiliates is a
party or by which it or any of its Affiliates or its or their property is bound, (b) its organizational
documents, or (c) any Applicable Laws. To the knowledge of each Party, there are no
commitments to third parties that may impair or otherwise adversely affect the performance of
such Party under this Agreement, or the construction, installation or function of a System on the
Property.
Section 8.05 Environmental, Landlord represents, warrants and agrees that, as of the
date hereof and the Effective Date, as applicable, the Property is to the best of its knowledge free
from Hazardous Materials that (a) violate; (b) are required to be removed or remediated by; or
(c) give rise to any liability under any Environmental Laws. Tenant shall, at its sole cost and
expense, have prepared a Phase I en-vironmental site assessment covering the Property. If
Tenant,requested by Tenant, Landlord shall provide or its environmentalconsultant, with
necessary and reasonable documentation and assistance required for purposes of determining the
existence of Hazardous Materials on the Property, including where applicable, any brownfreld
documentation. After the Effective Date, the Parties shall handle, store, and dispose of
Hazardous Substances under each Party's control, which are used in the ordinary course of
business on the Leased Property and/or Landlord's Property, in compliance with all applicable
Environmental Laws. If at any time during the Term any removal or remediation of any
Hazardous Substance is ordered or required by a Governmental Authority as a result of or arising
out of (i) a Party's breach of any of its representations, warranties, or covenants under this
Section 8.05 or (ii) release caused by a Party such removal or remediation shall occur at such
Party's sole cost and expense to the extent ordered and required with Environmental Laws.
ARTICLE 9.
DEFAULT AND FORCE MAJEURE
Section 9.01 Tenant Defaults.
(a) Tenant Default Defined. The following events shall be defaults with respect to
the Tenant (each, a "Tenant Default"):
W Tenant breaches any material term of this Agreement if such breach (A) can be
cured within thirty (30) days after Landlord's written notice of such breach is given to Tenant
and the breach is not cured within such thirty (30) day period, or (B) cannot reasonably be cured
within thirty (30) days after Landlord's written notice of such breach is given to Tenant and
Tenant fails to commence and diligently pursue and complete said cure within a reasonable
period of time; or
18

(ii) (A) Tenant admits in writing its inability to pay its debts generally as they become
due; (B) Tenant files a petition or answer seeking reorganization or arrangement under the
federal bankruptcy laws or any other applicable law or statute of the United States of America or
any state, district or territory thereof, (C) Tenant makes an assignment for the benefit of
creditors; (D) Tenant consents to the appointment of a receiver of the whole or any substantial
part of its assets; (E) Tenant has a petition in bankruptcy filed against it, and such petition is not
dismissed within ninety (90) days after the filing thereof, (F) a court of competent jurisdiction
enters an order, judgment or decree appointing a receiver of the whole or any substantial part of
Tenant's assets, and such order, judgment or decree is not vacated, set aside or stayed within
ninety (90) days from the date of entry thereof, or (G) any court of competent jurisdiction shall
assume custody or control of the whole or any substantial part of Tenant's assets under the
provisions of any other law for the relief or aid of debtors, and such custody or control is not
terminated or stayed within ninety (90) days from the date of assumption of such custody or
control.
(b) Landlord's Remedies. Subject to Financer's cure rights set forth in Section 11.10,
if a Tenant Default described in Section 9.01(a� has occurred and is continuing, Landlord may
terminate this Agreement immediately upon the expiration of the respective grace periods set
forth in such provisions, an o erwzse exercise any other remedy it may have at law or equity or
under this Agreement.
(c) Actions to Prevent In . If any Tenant Default creates an imminent risk of
damage or injury to any natural person, then, in addition to any other right or remedy that
Landlord may have, Landlord may (but shall not be obligated to) take such action as Landlord
deems appropriate to prevent such damage or injury.
Section 9.02 Landlord Defaults.
(a) Landlord Default Defined. The following events shall be defaults with respect to
Landlord (each, a "Landlord Default"):
(i) Landlord fails to pay Tenant any undisputed amount due Tenant under this
Agreement once in any calendar year within fifteen (1'5) Business Days from receipt of each
respective written notice from Tenant of each such delinquency;
(ii) Landlord breaches any material term of this Agreement applicable to Landlord and if
such breach (A) car. be cured within thirty' (30) days after Tenant's written notice of such breach
is given to Landlord and the breach is not cured within such thirty (30) day period, or (B) cannot
reasonably be cured within thirty (30) days after Tenant's written notice of such breach is given
to Landlord and Landlord fails to commerce and diligently pursue and complete said cure within
a reasonable period of time;
(iii) (A) Landlord admits in writing its inability to pay its debts generally as they
become due; (B) Landlord files a petition or answer seeking reorganization or arrangement under
the federal bankruptcy laws or any other applicable law or statute of the United States of
America or any state, district or territory thereof, (C) Landlord makes an assignment for the
benefit of creditors; (D) Landlord consents to the appointment of a receiver of the whole or any
19

substantial part of its assets; (E) Landlord has a petition in bankruptcy filed against it, and such
petition is not dismissed within ninety (90) days after the fling thereof; (F) a court of competent
jurisdiction enters an order, judgment or decree appointing a receiver of the whole or any
substantial part of Landlord's assets, and such order, judgment or decree is not vacated, set aside
or stayed within ninety (90) days from the date of entry thereof"; or (G) any court of competent
jurisdiction shall assume custody or control of the whole or any substantial part of Landlord's
assets under the provisions of any other law for the relief or aid of debtors, and such custody or
control is not terminated or stayed within ninety (90) days from the date of assumption of such
custody or control.
(iv) Notwithstanding the foregoing clause (a)(U)(B), with respect to any breach that
prevents or otherwise inhibits Tenant's use and enjoyment of the Property, which, despite
Landlord taking all required and appropriate curative measures, has not been cured within ninety
(90) days after Tenant's written notice of such breach is given to Landlord, Landlord shall be
deemed in default hereunder.
(b) Tenant's Remedies. If a Landlord Default has occurred and is continuing, Tenant,
its Affiliates, successors and assignees shall be entitled to all remedies available to it (or them) at
Agreement.law ox in equity, undex this In addition, Tenant may remove any or all of the System
from the Property, at Landlord's expense, and immediately terminate this Agreement.
(c) Actions to Prevent In' . If any Landlord Default creates an imminent risk of
damage or injury to any Person, or any Person's property, then in any such case, in addition to
any other right or remedy that Tenant may have, Tenant may (but shall not be obligated to) take
such action as it deems appropriate to prevent such damage or injury.
Section 9.03 Force Majeure. A "Farce Majeure Event" means any act or event that
prevents the affected Party from performing its obligations in accordance with this Agreement, if
such act or event is beyond the reasonable control, and not the result of the fault or negligence, of
the affected Party and such Party had been unable to overcome such act or event with the
exercise of due diligence. A Party claiming a Force Majeure Event shall not be considered in
breach of this Agreement or liable for any delay or failure to comply with the Agreement, if and
to the extent that such delay or failure is attributable to the occurrence of such Force Majeure
Event; provided that the Party claiming relief shall immediately notify the other Party in writing
of the existence of the Force Majeure Event, exercise all reasonable efforts necessary to
minimize delay caused by such Force Majeure Event, and resume performance of its obligations
hereunder as soon as practicable thereafter.
Section 9.04 LIMITATION ON LIABILITY. IN NO EVENT, SHALL ANY
PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, PUNITIVE,
EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR
IN CONNECTION WITH, THIS AGREEMENT.
ARTICLE 10.
INSURANCE, CASUALTY, CONDEMNATION AND INDEMNIFICATION
Wn

Section 10.01 Tenant's Insurance. Tenant shall maintain the following insurance
coverages in full force and effect from the date that any preparatory installation activities by
Tenant begin at the Property and throughout the Term: (a) Workers' Compensation Insurance as
may be from time to time required under Applicable Laws, (b) Commercial General Liability
Insurance vaii,h limits of not less than $3,000,000 general aggregate, $1,000,000 per occurrence,
and (c) commercially adequate property and casualty insurance on the System. The liability
insurance policy shall be written on an occurrence basis and shall include Landlord as an
additional insured as its interest may appear.
Section 10.02 Waiver of Claims. Should the System or any part thereof be damaged or
destroyed by fire or other casualty, the Parties agree that the System shall be at the risk of Tenant
only and that Landlord shall not be liable for any damage thereto, except to the extent such
damage is caused by the negligence or willful misconduct of Landlord. Should the Property,
including any buildings or any personal property located thereon owned by Landlord (excluding
the System), be damaged or destroyed by fire or other casualty, Landlord agrees that the
Property, and all such Landlord buildings or personal property, shall be at the risk of Landlord
only and that Tenant shall not be liable for any damage thereto under any circumstances. Except
as otherwise provided herein, Landlord and Tenant and all parties claiming by, through or under
them mutually release and discharge each other from all property insurance claims arising from
or caused by any casualty or hazard covered or required hereunder to be covered in whole or in
part by insurance on the Property or in connection with activities conducted on the Property and
waive any right of subrogation which might otherwise exist in or accrue to any person on
account thereof.
Section 10.03 Condemnation. If at any time during the Term, any part of the Property or
a System is taken for any public or quasi -public use by a Governmental Authority by
condemnation or eminent domain, then each Party shall be entitled to separately pursue an award
for its respective property interest appropriated as well as any damages suffered thereby, and
each Party hereby waives any right to any award that may be prosecuted by any other Party.
Section 10.04 Indemnification by Tenant. Subject to Section 10.02, Tenant shall, with
counsel reasonably satisfactory to Landlord, indemnify, save harmless and defend Landlord from
and against any and all liabilities, fines, suits, claims, demands, actions, causes of action, losses,
costs (including reasonable attorneys' fees and paralegals' fees), damages, judgments, expenses
of any kind or character whatsoever, asserted against Landlord by third Persons which are
proximately caused by Tenant or its employees, agents, contractors or invitees, including any
damage to, or loss or destruction of, any property and/or any injury to any person, provided,
however, that nothing in this Section is intended to modify the limitation of Tenant's liability set
forth in Section 9.04. The reference to property damage herein specifically does not include
losses of rent, business opportunities, profits and the like that may result from Tenant's use of the
Property.
Section 10.05 Indemnification by Landlord. Subject to Section 10.02, Landlord shall,
with counsel reasonably satisfactory to Tenant, indcrnnify, save harmless and defend Tenant
from and against any and all liabilities, fines, suits, claims, demands, actions, causes of action,
losses, costs (including reasonable attorneys' fees and paralegals' fees), damages, judgments,
21

expenses of any kind or character whatsoever, asserted against Tenant by third Persons which are
proximately caused by Landlord or its employees, agents, contractors or invitees, including any
damage to, or loss or destruction of, any property and/or any injury to any person; provided,
however, that nothing in this Section is intended to modify the limitation of Landlord's liability
set forth in Section 9.04.
ARTICLE 11.
MISCELLANEOUS
Section 11.01 Successors. This Agreement shall extend to and bind the heirs, personal
representatives, successors and permitted and required assigns of the Parties hereto. Without
limiting any other provision of this Agreement, the Parties intend and agree that Landlord shall
expressly assign its rights and obligations under this Agreement to any successor owner of any
Property made subject hereto, and upon a transfer or conveyance of title to any Property made
subject hereto, the grantee or transferee shall automatically become subject to, and shall assume,
Landlord's obligations hereunder. Landlord shall require each such successor owner to provide
Tenant with written confirmation of its assumption of Landlord's obligations hereunder.
Section 11.02 Additional Documents. Upon the receipt of a written request from another
Party, each Party shall execute such additional documents, instruments, estoppels, consents,
confirmations and assurances, and take such additional actions as are reasonably necessary and
desirable to carry out the terms and intent hereof No Party shall unreasonably withhold,
condition or delay its compliance with any reasonable request made pursuant to this Section.
Section 11.03 Confidentiality. All non-public information (including the economic and
material terms of this Agreement) provided by any Party to any other Party, or which is
identified by the providing Party as confidential or proprietary information ("Confidential
Information"), shall be treated in a confidential manner and shall not be disclosed to any other
Person without the prior written consent of the providing Party.
Section 11.04 Publicity. The Parties agree that they may publicize the fact that the
Property is being used to host solar energy generation equipment owncd and operated by Tenant.
Any such publication shall be subject to the prior written approval of the non -publicizing Party,
which approval shall not be unreasonably withheld.
Section 11.05 Integration, Attachments. This Agreement, together with the Schedules
and any Exhibits attached hereto, constitutes the entire agreement and understanding between the
Parties with respect to the subject matter hereof and supersedes all prior agreements, including
the Lease, relating to the subject matter hereof.
Section 11.06 Industry Standards. Except as otherwise set forth herein, for the purpose of
this Agreement accepted standards of performance within the solar electricity generation
industry in North Carolina shall be the measure of whether a Party's performance is reasonable
and timely. Unless expressly defined herein, words having well-known technical or trade
meanings shall be so construed.
22

Section 11.07 Brokers. Landlord and Tenant hereby represent and warrant to the other
that their sole contact with the other or with the Property has been made without the assistance of
any real estate broker or other third party. Tenant and Landlord shall indemnify, defend and hold
the other Party and each affiliate of such Party harmless from and against any and all claims
resulting from breach by the indemnifying Party of the representations, warranties, and
covenants set forth in this Section 11.07. The representations and warranties made under this
Section 11.07 shall survive the expiration or early termination of this Agreement.
Section 11.08 Exclusivity. Landlord agrees to the following upon its execution of this
Agreement: (a) it will not initiate, encourage the initiation by others of discussions or
negotiations with third parties or respond to solicitations by third parties relating to the Property
or any part thereof, (b) will immediately notify Tenant or its Affiliates if any third party attempts
to initiate any such solicitation, discussion or negotiation with Landlord and (c) will not enter
into an agreement with any third party with respect to the Property or any part thereof.
Section 11.09 Mortgage/Assignment. Tenant or a Sublessee may, upon notice to the
Landlord, but without the Landlord's consent or approval, mortgage, collaterally assign, or
otherwise encumber and grant security interests in all or any part of its interest in the Leased
Property, any Sublease, the Easements and the System (collectively, the "Solar Assets"), which
security interests (including any deeds of trust) in all or a part of the Solar Assets are collectively
referred to in this Agreement as "Mortgages". The holders of the Mortgages, their designees and
assigns are referred to in this Agreement generically as "Financers". Tenant and each Sublessee
shall also have the right, without the Landlord's consent, to sell, convey, lease, or assign its
interest in this Agreement or Sublease, as the case may be, and all or any portion of the Solar
Assets on either an exclusive or non-exclusive basis, or to apportion or grant sub -easements, co -
easements, separate easements, leases, subleases, co -leases, co -tenancy rights, licenses or similar
rights, however denominated (collectively, "Assignments"), provided Tenant shall not be
released from its liabilities, obligations, duties and responsibilities under this Agreement and the
assignee (or assign) assumes in writing the obligations of the assigning party. Under no
circumstances shall any Financer, Sublessee, or assignee have any greater rights to or use of the
Leased Property or the Easements than the rights granted to the Tenant in this Agreement.
Section 11.10 Financer Protection. Any Financer, upon delivery to Landlord of notice of
its name and address as contemplated herein, for so long as its Mortgage or interest in the System
is in existence, shall be entitled to the following protections which shall be in addition to those
granted elsewhere in this Agreement or a Sublease as the case may be:
(a) Financer's Right to Cure. Tenant shall provide Landlord with written notice
identifying the name and address of any Financer who is given a lien on, or security interest in,
or who is a party under any capital or operating lease(s) with respect to, any part of the System.
Following receipt of such notice, Landlord shall provide written notice of Tenant Defaults to the
Financer(s), and any Financer shall have the right, but not the obligation, to cure all such Tenant
Defaults within the applicable grace period(s) set forth in this Agreement, which grace period
shall be measured from the date of Financer's receipt of Landlord's written notice of Tenant
Default, and Landlord shall accept all such curative actions by any Financer as if the Tenant had
effected such cure. In the event a Financer is required to (i) foreclose on a System or any part
23

thereof, or (ii) take legal action to gain possession of the System or any part thereof to cure any
such Tenant Default, the applicable grace period shall be extended by a reasonable amount of
time as is necessary for Financer to obtain legal possession and control thereof.
(b) Acquisition of Title. Following acquisition of all or a portion of the Solar Assets
by Financer, its assignee or designee as a result of either foreclosure or acceptance of an
assignment in lieu of foreclosure, or by a purchaser at a foreclosure sale, subject to the
limitations set forth in Section 11.14(d) below, this Agreement or a Sublease, as the case may be,
shall continue in full force and effect and the party acquiring title to the Solar Asset; shall (i) pay
any Rent, taxes and all other monetary obligations of Tenant thereafter becoming due and
payable, and (ii) perform all non -monetary obligations of Tenant thereafter occurring or
continuing to occur; provided, however, that Financer or such party acquiring title to the Solar
Assets shall not be required to perform any non -monetary obligations existing on the date of
such acquisition which are not reasonably susceptible of being cured or performed by such party
("Arlon -curable defaults"). Non -curable defaults shall be deemed waived by Landlord upon
completion of foreclosure proceedings or acquisition of Tenant's interest in this Agreement or a
Sublessee's interest in the Solar Assets by Financer or party acquiring title. Any Financer or
other party who acquires Tenant's leasehold interest pursuant to foreclosure or assignment in lieu
of foreclosure shall not be liable to perform the obligations imposed on Tenant by this
Agreement incurred or accruing after such party no longer has ownership of the leasehold estate
or possession of the Property.
(c) Financer's Right to Possession Right to Acquire and RigiLt to Assign. Financcr
shall have the absolute right (i) to assign its Mortgage; (ii) to enforce its lien and acquire title to
all or any portion of the Solar Assets by any lawful means; (iii) to take possession of and operate
all or any portion of the Solar Assets and to perform all obligations to be performed by Tenant or
a Sublessee under this Agreement or a Sublease as the case may be, or to cause a receiver to be
appointed to do so and (iv) to acquire all or any portion of the Solar Assets by foreclosure or by
an assignment in lieu of foreclosure and thereafter without Landlord's consent to assign or
transfer all or any portion of the Solar Assets to a third party. Landlord's consent shall not be
required for any of the foregoing, and upon acquisition of the interests of all or any portion of the
Solar Assets by Financer or any other third party who acquires the interests, from or on behalf of
Financer, Landlord shall recognize the Financer or such other party (as the case may be) as
Tenant's or a Sublessee's proper successor, and this Agreement, any such Sublease and the
Easements shall remain in full force and effect during the Term.
(d) Liabilily. Any Financer that does not directly hold an interest in the Solar Assets,
or whose interest is held solely for security purposes, shall have no obligation or liability under
this Agreement or a Sublease as the case may be prior to the time the Financer directly holds an
interest in the Solar Assets, or succeeds to absolute title to Tenant's or a Sublessee's interest
therein. Financer shall be liable to perform Tenant's or a Sublessee's obligations under this
Agreement or a Sublease as the case may be only for and during the period it directly holds such
interest or title. Furthermore, if Financer elects to (i) perform Tenant's or a Sublessee's
obligations under this Agreement or the Sublease as the case may be, (ii) continue operations on
the Property, (iii) acquire any portion of Tenant's or a Sublessee's right, title or interest in all or
any of the Solar Assets or (iv) enter into a new Agreement or a Sublease as the case may be then
24

the Financer shall not have any personal liability to Landlord, and Landlord's sole recourse
against Financer shall be to execute against the Financer's interest in the Solar Assets.
Moreover, any Financer or other party who acquires the Solar Assets by foreclosure or an
assignment in lieu of foreclosure shall not be liable to perform any obligations under this
Agreement or a Sublease, as the case may be, to the extent the obligations are incurred or accrue
after the Financer or other party no longer has ownership of the Solar Assets.
(e) Termination. Neither the bankruptcy nor the insolvency of the Tenant or a
Sublessee shall be grounds for terminating this Agreement, a Sublease or the Easements so long
as all payments and all other financial obligations and indemnities of the Tenant or Sublessee
under this Agreement or a Sublease, as the case may be, are paid by the Financer in accordance
with the terms of this Agreement or a Sublease, as the case may be.
(f) New _Agreement. If this Agreement or a Sublease, as the case may be, terminates
for any reason, including, without limitation, because of the Tenant's or a Sublessee's uncured
event of default or because it is rejected or disaffirmed under bankruptcy law or any other law
affecting creditors' rights, then, so long as a Financer has cured any monetary event of default
and is making commercially reasonable efforts to cure any non -monetary event of default, the
will,Landlord immediately upon written- request om Financer received within ninedays
after the termination, rejection, or disaffirmance, without demanding additional consideration
therefor, enter into a new Agreement or a new Sublease as the case may be m favor of the
Financer. Any such new Agreement or new Sublease shall (i) contain the same covenants,
agreements, terms, provisions and limitations as this Agreement or the Sublease, as the case may
be (except for any requirements that have been fulfilled by the Tenant or a Sublessee prior to the
termination, rejection, or disaffirmance), (ii) be for a term commencing on the date of the
termination, rejection, or disaffirmance and continuing for the remaining Term or the term of the
Sublease, as the case may be, before giving effect to the termination, rejection, or disaffnnance,
(iii) contain a lease or sublease as the case may be on, over, under, upon along and across the
Property or such portion thereof as to which Financer held a lien on the date of the termination,
rejection, or disaffinnance, (iv) contain a grant to Financer of access, transmission,
communications, utility, and other easements covering such portion or portions of the Landlord's
Property as Financer may reasonably designate, and (v) enjoy the same priority as this
Agreement or a Sublease, as the case may be, has over any lien, encumbrance or other interest
created by the Landlord, and, until such time as the new Agreement or Sublease as the case may
be is executed and delivered, the Financer may enter, use and enjoy the Easements and the
Property and conduct operations on the Property as if this Agreement or the Sublease, as the case
may be, were still in effect. At the option of Financer, the new Agreement or Sublease, as the
case may be, may be executed by a designee of Financer, with Financer assuming the burdens
arld obligations of the Tenant or a Sublessee thereunder. If more than one Financer makes a
written request for a new Agreement or Sublease, as the case be, then the new Agreement or
Sublease shall be delivered to the Financer whose lien is senior in priority.
(g) Amendments. Landlord and Tenant shall cooperate in amending this Agreement
from time to time to include any provision that may reasonably be requested by any Financer for
the purpose of preserving the Financer's interest in the Property and Landlord's Property;
25

provided, that such amendment shall not materially impair the rights or materially increase the
burdens or obligations of Landlord under this Agreement, or extend the Term of this Agreement.
Section 11.11 Amendments. This Agreement may only be amended, modified or
supplcmentcd by an instrument in writing executed by duly authorizcd representatives of each of
the Parties.
Section 11.12 Waiver. No waiver of any provision of this Agreement shall be effective
unless set forth in writing signed by the Party granting such waiver, ai.d any such waiver shall be
effective only to the extent it is set forth in such writing. The failure of any Party to enforce any
of the provisions of this Agreement, or the waiver thereof, shall not be construed as a general
waiver or relinquishment on ito
ts part of any such provision in any other instance, or of any other
provision in any instance. No single or partial exercise of any right under this Agreement shall
preclude any other or further exercise thereof or the exercise of any other right; and no waiver of
any breach of or default under any provision of this Agreement shall constitute or be construed
as a waiver of any subsequent breach of or default under that or any other provision of this
Agreement.
Section 11. 13 Cumulative Remedies. Except as set forth herein, any right or remedy of
any Party --hall be cumulative and without prejudice to any other right or remedy, whether
contained herein or not.
Section 11.14 Survival. The obligations hereunder that, by implication or context, are
intended to survive termination of this Agreement shall survive the expiration or terniination of
this Agreement to the extent necessary to give them full effect.
Section 11.15 Governing Law; Jurisdiction; Forum. This Agreement shall be subject to
and governed by the laws of the State of North Carolina.
Section 11.16 WAIVER OF JURY TRIAL. TO THE EXTENT ENFORCEABLE
UNDER APPLICABLE LAW, EACH PARTY HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO
A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS AGREEMENT OR
ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN), OR ACTIONS OF EITHER PARTY. THIS PROVISION IS A
MATERIAL INDUCEMENT FOR TENANT TO ENTER Ilv i O THIS AGREEMENT.
Section 11.17 Severability. Any term, covenant or condition in this Agreement that to
any extent is invalid or unen-Iffirceable in any respect in any jurisdiction shall, as to such
jurisdiction, be ineffective and severable from the rest of this Agreement to the extent of such
invalidity or prohibition, without impairing or affecting in any way the validity of any other
provision of this Agreement, or of such provision in other jurisdictions. The Parties shall use
good faith efforts to replace any provision that is finally determined to be invalid or
unenforceable with a valid and enforceable provision that as closely as possible corresponds to
the spirit and purpose of such invalid or unenforceable provision.
26

Section 11.18 Headings. The headings in this Agreement are solely for convenience and
ease of reference and shall have no effect in interpreting the meaning of any provision of this
Agreement.
Section 11.19 Relation of the Parties. The relationship between Tenant and Landlord
shall be that of independent contractors and independent parties, and nothing contained in this
Agreement shall be deemed to constitute a partnership, joint venture or agency relationship
between them for any purposes, including federal income tax purposes. Tenant and Landlord, in
performing their obligations hereunder, shall discharge their contractual obligations at their own
risk.
Section 11.20 No Third-Pglly Beneficiaries. This Agreement is solely for the benefit of
the Parties and their respective permitted successors and permitted assigns, and this Agreement
shall not otherwise be deemed to confer upon or give to any other third Person any remedy,
claim, liability, reimbursement, cause of action or other right.
Section 11.21 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which constitute but one
agreement. Any counterpart may be delivered by facsimile, i ronic
communication in portable document format (.pdf) and the Parties agree that their electronically
transmitted signatures shall have the same effect as manually delivered signatures.
Section 11.22 No Public Utility. Nothing contained in this Agreement shall be construed
as an intent by Tenant and its Affiliates, where applicable, to dedicate its property to public use
or subject itself to regulation as a public utility, an electric utility, an investor-ovwried utility, a
municipal utility, generation company or a merchant power plant otherwise known as an exempt
wholesale generator.
Section 11.23 No Recourse to Affiliates. This Agreement is solely and exclusively
between the Parties, and the obligations created herein on the part of a Party shall be the
obligations solely of such Party. No Party shall have recourse to any parent, subsidiary, partner,
member, Affiliate, lender, director, officer or employee of the other Party for performance or
non-performance of any obligation hereunder, unless such obligations were assumed in writing
by the Person against whom recourse is sought.
Section 11.24 Notices. All notices, demands, requests, consents, approvals and other
communications required oor pei` nitted to be given pursuant to this Agreement shall be in writing,
signed by the notifying party, or an agent of or attorney for the notifying party, and shall be
deemed to have been given (a) on the date of delivery if given by personal delivery, (b) on the
data of confirmed transmission if given by email, (c) one (1) Business Day after deposit with a
nationally recognized overnight courier service or overnight express mail, and (d) two (2)
Business Days after posting if sent by registered or certified mail postage prepaid return receipt
requested, and addressed to the Parties as set forth below. Landlord acknowledges thate
receipt by any Landlord party of notice under this Section 11.24 shall be considered by Tenant
notice to the Landlord and the Landlord parties agree to have a single address for notice, The
27

address to which any notice shall be delivered to any Party may be changed by a properly given
notice hereunder.
For Landlord:
Mr. Robert M. Morgan, Jr.
10680 Stewartsville Cemetery Road
Laurinburg, NC 28352
For Tenant:
Innovative Solar 48, LLC
c/o Mr. Richard Green
91 Distant View Drive
Asheville, NC 28803
With a copy, to each Financer for whom Landlord has received notice under
[insert name, address, email, fax, phone, contact person]
[SIGNATURE PAGES FOLLOW]
28

[SEPARATE SIGNATURE PAGE OF TENANT TO AMENDED AND
RESTATED LEASE AGREEMENT]
IN WITNESS WHEREOF intending to be legally bound hereby, Tenant has executed
this Amended and Restated Lease Agreement as of the Effective Date.
TENANT--
fNNOVATIVE SOLAR 48, LLC
a North Carolina limited liability company
By: Innovative Solar Systems, LLC, its Member and
Richard Green
l
By:
J n Green
[SIGNATURES CONTINUED ON FOLLOWING PAGEI

[SIGNATURES CONTLNUED FROM PREN $OUS PAGE]
[SEPARATE SIGNATURE PAGE OF LANDLORD TO A 4ENDED AND
RESTATED LEASE AGREENIENT]
IN WITNESS WHEREOF intending to be legally bound hereby, Landlord has executed
thiskmended and R--tatwd u4.- 1A21 f 1-I
4etncm. as of the E'LluctiVe uatc.
Susan Morgan
r
Az nis J. ld+forgan (d*w 4R0e . Morgan)

Schedule 1
DESCRIPTION OF LEASED PROPERTY
Schedule 2
LANDLORD'S PROPERTY

Schcdule 3
SITE PLAN AND SYSTEM
[TO BE ATTACHED]

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Prepared by and return to:
Gregory S. Ness, Esq.
130 Roberts Street, Asheville, NC 28801
STATE OF NORTH CAROLINA ASSIGNMENT AND ASSUMPTION OF
COUNTY OF ROBESON GROUND LEASE
THIS ASSIGNMENT AND ASSUMPTION OF GROUND LEASE (the
"Assignment") is made and entered into as of this 22" d day of June, 2015 by INNOVATIVE
SOLAR 48, LLC (hereinafter referred to as "Assignor") and INNOVATIVE OWNER 48,
LLC, a North Carolina limited liability company (hereinafter referred to as "Assignee').
WITNESSETH:
WHEREAS, Assignor and ROBERT M. MORGAN, JR. and his wife, SUSAN
MORGAN, and ANNIS J. MORGAN, unmarried (hereinafter referred to as "Landlord") are
parties to that certain Amended and Restated Lease Agreement dated as of February 16, 2015
(the "Lease"), pursuant to which Assignor (a) leases from Landlord, certain real property located
at 34 Alma Road, Maxton, Robeson County, North Carolina, and described on the attached
Exhibit A (collectively, the "Leased Property" or the "Pro e "); and (b) holds certain easement
and other rights affecting the property described on the attached Exhibit B ("Landlord's
Pro e " );
WHEREAS, the terms of the Lease are incorporated herein by reference;
WHEREAS, Assignor wishes to assign to Assignee all of its right, title, and interest in,
to, and under the Lease, effective as of the date hereof (the "Effective Date"); and
WHEREAS, Assignee has agreed to assume and discharge all of Assignor's obligations
and liabilities under the Lease arising from and after the Effective Date.
1
4845-9462-8644.1

NOW, THEREFORE, for and in consideration of the premises and the sum of Ten
Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. Assignment and Assumption. Assignor does hereby transfer, assign, convey, set
over, and deliver unto Assignee all of Assignor's right, title, and interest in, to, and under the
Lease, and Assignee does hereby assume and agree to perform all of Assignor's rights, duties,
obligations, and liabilities, as Tenant, in, to, and under the Lease arising and to be performed
from and after the Effective Date.
2. Indemnity. Assignee agrees to indemnify, defend, and hold harmless Assignor
from and against any claims (including reasonable attorneys' fees based on actual time expended
at regular hourly rates) arising out of or relating to the Lease from and after the Effective Date so
long as any such claim is not caused by an act or omission of Assignor, its employees or agents.
Assignor agrees to indemnify, defend, and hold harmless Assignee from and against any claims
(including reasonable attorneys' fees based on actual time expended at regular hourly rates)
arising out of or relating to the Lease prior to the Effective Date so long as any such claim is not
caused by an act or omission of Assignee, its employees or agents.
3. No Release of Landlord. Nothing herein shall operate as a release of any
obligations of Landlord to Tenant under the Lease arising or to be performed prior to the
Effective Date or as a release of any obligations of Landlord to Assignee under the Lease arising
or to be performed from and after the Effective Date of this Assignment.
4. Successors and Assigns. This Assignment shall be binding on and inure to the
benefit of the parties hereto and their respective successors and assigns.
5. Counterparts. This Assignment may be executed in any number of counterparts
and by different parties hereto on separate counterparts, each of which counterparts, when so
executed and delivered, shall be deemed to be an original and all of which counterparts, taken
together, shall constitute but one and the same Assignment.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
2
4845-9462-8644.1

IN WITNESS WHEREOF, the parties have duly executed this Assignment as of the
day and year first above written, effective as of the Effective Date.
ASSIGNOR:
INNOVATIVE SOLAR 48, LLC
By: FLS 2015 G Manager, LLC, its Manager
By: FLS Energy, Inc., its Manager
By:
Dale Freudenberger, CEO
ASSIGNEE:
INNOVATIVE OWNER 48, LLC
By: FLS 2015 G Manager, LLC, its Manager
By: FLS Energy, Inc., its Manager
Dale Freudenberger, CEO
3
4845-9462-8644.1

EXHIBIT A
TO
ASSIGNMENT AND ASSUMPTION OF GROUND LEASE
Leased Property or Property
Certain real property located at 34 Alma Road, Maxton, Robeson County, North Carolina 28364,
being all or a portion of Robeson County PIN 930590342972, and being legally described as
follows:
Being located within the Maxton Township in Robeson County, North Carolina, and being more
particularly described as follows:
BEGINNING at a 5/8" Rebar Set flush, said rebar being a new lease boundary corner and
common corner to the remainder of Robert M. Morgan and Robert M. Morgan Jr., (D.B. 835 Pg.
679), and said rebar having a North Carolina State Plane Coordinate system coordinate of
Northing 350000.66 feet and Easting 1910388.10 feet, said coordinates being related to the
NAD83 (2001) datum; said rebar lies N 29°32'51" E a distance of 1378.02' from NCGS
Monument ENERGY (PID EB1634), said monument having a North Carolina State Plane
Coordinate system of Northing 348801.96 feet and Easting 1911067.60 feet;
Thence, from the beginning thus established the following six (6) calls with said new lease
boundary:
1. S 22°57'26" W a distance of 607.35 feet to a 5/8" Rebar Set flush;
2. Thence, S 22°57'26" W a distance of 14.62 feet to a Point in the northern margin of
Andrew Jackson Highway (Alt. Hwy. 74);
3. Thence, N 55°45'48" W a distance of 572.24 feet to a Point in the northern margin of
Andrew Jackson Highway (Alt. Hwy. 74);
4. Thence, N 34°22'08" E a distance of 13.45 feet to a 5/8" Rebar Set flush;
5. Thence, N 55°38'24" W a distance of 722.54 feet to a 5/8" Rebar Set flush;
6. Thence, S 34°22'08" W a distance of 27.69 feet to a Point in the centerline of Andrew
Jackson Hwy., in the line of Robert M. Morgan and Annis J. Morgan (D.B. 691 Pg. 791) ;
Thence, with the common line of said Morgan property and the centerline of Andrew Jackson
Hwy. N 55°37'52" W a distance of 205.27 feet to a Point in centerline;
Thence, N 34°25' 19" E a distance of 50.20 feet to a NC DOT Disc found 4" deep, corner to
Department of Transportation, an agency of the State of North Carolina (D.B. 1403 Pg. 739);
Thence with said Department of Transportation the following seven (7) calls:
1. Thence, N 34°25'19" E a distance of 5.80 feet to a NC DOT Disc found 4" deep;
2. Thence, N 55°34'41" W a distance of 393.70 feet to a NC DOT Disc found 3" deep;
3. Thence, N 32'37'11" W a distance of 96.00 feet to a NC DOT Disc found 3" deep;
4. Thence, with a curve turning to the left with an arc length of 312.69 feet, with a radius of
210.80 feet, with a chord bearing of N 26°22'43" W, with a chord length of 284.80 feet,
to a NC DOT Disc found 3" deep;
5. Thence, N 69°05'43" W a distance of 63.90 feet to a NC DOT Disc found 5" deep;
6. Thence, N 68°06'05" W a distance of 161.46 feet to a NC DOT Disc found 3" deep;
4845-9462-8644.1

7. Thence, N 58° 16'43" W a distance of 256.36 feet to a NC DOT Disc found 3" deep;
8. Thence, N 49°21'31" W a distance of 212.87 feet to a 5/8" Rebar Set 2" high in a ditch,
said rebar set in the line of Robert McKay Morgan and wife Annis Joseph Morgan (D.B.
691 Pg. 790);
Thence, with the common line of said Morgan property N 373 F56" E a distance of 445.91 feet
to a 5/8" Rebar Set 3" high in a ditch, corner to Department of Transportation an Agency of the
State of North Carolina (D.B. 1485 Pg. 483);
Thence, with the common line of the Department of Transportation S 50°38'02" E a distance of
407.88 feet to NC DOT Disc found 2" deep; said Disc being a new corner of the lease boundary;
Thence, leaving the line of said Department of Transportation and with a new lease boundary
line and common line of said Morgan and Robert M. Morgan, Jr. remainder the following three
(4) calls:
S 30°29'34" E a distance of 68.19 feet to a 5/8" Rebar Set flush;
2. Thence, S 55°34'03" E a distance of 275.98 feet to a 5/8" Rebar Set flush;
3. Thence, S 72°24'43" E a distance of 168.47 feet to a NC DOT Disc found 4" deep;
4. Thence, S 55°40'43" E a distance of 1865.00 feet back to the Point of BEGINNING,
Containing 34.91 Acres, more or less, as shown on an unrecorded survey entitled "Proposed
Lease Area Survey for Innovative Solar Systems", Owner Robert M. Morgan and Robert M.
Morgan, Jr., by Anthony R. Suttle Professional Land Surveyor dated 7-31-14 and bearing Job #
14019 (IS48).
Together with routes and easements of access to provide Tenant with access to its demised
premises.
4845-9462-8644.1

EXHIBIT B
TO
ASSIGNMENT AND ASSUMPTION OF GROUND LEASE
Landlord's Property
That certain real property located in Robeson County, North Carolina, identified as Robeson
County PIN 930590342972, and described in Robeson County Deed Book 835, Page 679; and
being further legally described as follows:
That certain tract of land lying about 3.0 miles southeast of the center of the Town of
Maxton, NC adjacent to and on the northeastern side of US Highway 74, adjoining lands
now or formerly owned by Evalyn Morgan Messer and R. M. Morgan on the east, and
other lands of R. M. Morgan on the northeast and northwest and being more particularly
described as follows, to -wit:
Beginning at a point in the center of US Highway 74, said point being located North 19
degrees 54 minutes 15 seconds East 30.00 feet from an existing % inch iron pipe in a
ditch in the southwestern right-of-way (30 feet from center) of US Highway 74, a corner
of the original tract of which this is a part, said point also being located North 56 degrees
52 minutes 06 seconds West 902.08 feet from NCGS Monument "ENERGY' and
running thence as the center of said highway, North 55 degrees 36 minutes West 2908.98
feet to a point in said highway; thence a new line North 34 degrees 24 minutes East 65.0
feet to a point on an existing NC Department of Transportation Concrete Right -of -Way
Monument in the new northeastern right of way of US Highway 74; thence as said right
of way North 55 degrees 36 minutes West 229.77 feet to a stake in the center of a ditch;
thence as the center of said ditch, North 37 degrees 35 minutes East 571.06 feet to a bend
in said ditch; thence continuing as the center of said ditch, North 44 degrees 49 minutes
30 seconds East 55.92 feet to a new % inch iron pipe at the center line intersection of said
ditch with a large canal; thence as the various courses of the center of said canal the
following bearings and distances, South 55 degrees 05 minutes 45 seconds East 492.68
feet; South 55 degrees 11 minutes East 425.0 feet; South 74 degrees 21 minutes 30
seconds East 91.27 feet; South 85 degrees 26 minutes East 91.27 feet; North 75 degrees
23 minutes 30 seconds East 152.79 feet; and North 50 degrees 27 minutes East 250.72
feet to a stake in the center of said canal; thence South 60 degrees 48 minutes East
passing through a new % inch iron pipe on the bank of said canal a 10.0 feet and
continuing a total distance of 612.26 feet to a new % inch iron pipe by a new pine
pointer; thence South 42 degrees 17 minutes 45 seconds East 1020.30 feet to an existing
Yi inch iron pipe in the Lumber River Swamp, the most northern corner of that 2.0 acre
tract conveyed to Evalyn Morgan Messer; thence as the northwestern line of said tract
and beyond, to and as the center of a ditch, South 19 degrees 54 minutes 15 seconds West
965.45 feet to the beginning, containing 63.25 acres, more or less, and being a portion of
that 621.8 acre tract conveyed by Flora L. Morgan Morton and husband, Emmett Morton;
Evalyn S. Morgan Abbott and husband, Robert Abbott, to R. M. Morgan by deed dated
May 1, 1965, recorded in Deed Book 15-F at Page 228 in the Office of the Register of
Deeds of Robeson County. Subject to however any rights -of -way now owned by the
4845-9462-8644.1

North Carolina Department of Transportation on US Highway 74. Bearings of the above
described tract are referenced to NC Grid (NAD-27).
The above description was drawn by Tommy A. Roach, Registered Land Surveyor, from
an actual field survey on April 14 & 15, 1994.
LESS AND EXCEPT:
Tract 1:
LYING AND BEING IN MAXTON TOWNSHIP, ROBESON COUNTY, NORTH
CAROLINA, LOCATED APPROXIMATELY 1.8 MILE SOUTHEAST OF THE
TOWN OF MAXTON, ON THE NORTHEAST SIDE OF BUT NOT ADJACENT TO
US HWY ALT 74. BOUNDED ON THE NORTH BY THE STATE OF NORTH
CAROLINA (DEED BOOK 1485 PG. 843)E, ON ALL OTHER SIDES BY THE
LANDS OF ROBERT M. MORGAN, et al (DEED BOOK 835 PG. 679) AND BEING
MORE PARTICULARLY DESCRIBED AS FOLLOWS, TO WIT: BEGINNING AT A
REBAR SET, SAID REBAR BEING LOCATED NORTH 24 DEG. 02 MIN. 16 SEC.
WEST 1334.33 FEET FROM A POINT IN THE CENTER -LINE OF US HWY ALT 74,
SAID POINT BEING THE POINT OF BEGINNING AS DESCRIBED IN DEED
BOOK 835 PG. 679 SAID POINT OF BEGINNING BEING FURTHER LOCATED
NORTH 19 DEG. 53 MIN. 28 SEC EAST 30.99 FEET FROM AN IRON PIPE FOUND,
SAID IRON PIPE BEING LOCATED NORTH 58 DEG. 48 MIN. 43 SEC WEST
895.28 FROM NCGS MONUMENT "ENERGY' AND RUNNING THENCE AS A
NEW LINE NORTH 56 DEG. 16 MIN. 24 SEC. WEST 936.08 FEET TO A REBAR
SET, SAID REBAR BEING IN THE LINE OF THE LANDS DESCRIBED TO THE
STATE OF NORTH CAROLINA IN DEED BOOK 1485 PG. 845, THENCE AS THE
LINE OF THE STATE OF NORTH CAROLINA THE FOLLOWING COURSES AND
DISTANCES SOUTH 82 DEG. 23 MIN. 03 SEC. EAST 219.29 FEET TO AN IRON
ROD AND CAP, NORTH 46 DEG. 18 MIN. 58 SEC. EAST 340.22 FEET TO AN
IRON ROD AND CAP, SOUTH 78 DEG. 00 MIN. 31 SEC. EAST 284.90 FEET TO
AN IRON ROD AND CAP, SOUTH 56 DEG. 03 MIN. 17 SEC. EAST 347.97 FEET
TO AN I RON ROD AND CAP, SOUTH 09 DEG. 29 MIN. 08 SEC EAST 109.67
FEET TO A REBAR SET, THENCE AS ANEW LINE SOUTH 36 DEG. 35 MIN. 36
SEC. WEST 453.39 FEET TO THE BEGINNING CONTAINING 8.58 AC. MORE OR
LESS AND BEING A PORTION OF THE REMAINING LANDS DESCRIBED IN
DEED BOOK 835 PG. 679, ROBESON COUNTY REGISTRY.
Tract 2:
LYING AND BEING TN MAXTON TOWNSHIP, ROBESON COUNTY, NORTH
CAROLINA. LOCATED APPROXIMATELY I .8 MI. SOUTHEAST OF THE TOWN
OF MAXTON, ON THE NORTHEAST SIDE OF BUT NOT ADJACENT TO NC H
WY ALT 74. BOUNDED ON THE NORTHWEST AND NORTH EAST BY THE
STATE OF NORTH CAROLINA (DEED BOOK 1485 PG. 843) ON ALL OTHER
SIDES BY THE LANDS OF ROBERT M. MORGAN et al, (DEED BOOK 835 PG.
679) AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS, TO WIT:
4845-9462-8644.1

BEGINNING AT A REBAR SET, SAID REBAR BEING LOCATED NORTH 19 DEG.
53 MIN. 28 SEC. WEST 656.56 FEET AND NORTH 28 DEG. 17 MIN. 57 SEC. EAST
359.49 FEET FROM A POINT IN THE CENTER -LINE OF US HWY ALT 74 SAID
POINT BEING THE POINT OF BEGINNING AS DESCRIBED IN DEED BOOK 835
PG. 679 SAID POINT BEING FURTHER LOCATED NORTH 19 DEG. 53 MIN. 28
SEC. EAST 30.99 FROM AN IRON PIPE FOUND, SAID IRON PIPE BEING
LOCATED NORTH 58 DEG. 48 MIN. 43 SEC. WEST 895.28 FEET FORM NCGS
MONUMENT "ENERGY' AND RUNNING THENCE AS A NEW LINE AND THE
EASTERN LINE OF A 50 FT. EASEMENT NORTH 28 DEG. 17 MIN. 57 SE. WEST
250.65 FEET TO AN IRON ROD AND CAP, A CORNER OF THE LANDS OF THE
STATE OF NORTH CAROLINA, THENCE WITH THE LINE OF SAID STATE OF
NORTH CAROLINA NORTH 57 DEG. 34 MIN. 42 SEC. EAST 127.75 FEET TO AN
IRON ROD AND CAP, THENCE CONTINUING WITH THE LINE OF THE STATE
OF NORTH CAROLINA SOUTH 42 DEG. 22 MIN. 25 SEC. EAST 183.14 FEET TO A
REBAR SET, THENCE AS A NEW LINE SOUTH 36 DEG. 09 MIN. 13 SEC. WEST
190.59 FEET TO THE POINT OF BEGINNING CONTAINING 0.76 AC. MORE OR
LESS AND BEING A PORTION OF THE LANDS DESCRIBED IN DEED BOOK 835
PG. 679, ROBESON COUNTY REGISTRY.
Along with any other contiguous property owned by Landlord.
Together will all buildings and improvements thereon.
Together with routes and easements of access to provide Landlord with access to said property.
4845-9462-8644.1

FIRST AMENDMENT TO GROUND LEASE AGREEMENT
THIS FIRST AMENDMENT TO GROUND LEASE AGREEMENT (the
"Amendment"), is made effective as of June 22, 2015, by and between ROBERT M.
MORGAN, JR. and his wife, SUSAN MORGAN, and ANNIS J. MORGAN, unmarried
(collectively, the "Landlord') and INNOVATIVE OWNER 48, LLC, a North Carolina
limited liability company ("Tenant'). Landlord and Tenant are sometimes referred to
individually as a "Par " and collectively as the "Parties."
RECITALS:
A. Landlord and Tenant are current parties to that certain lease agreement dated January
30, 2014, as amended and restated by that certain Amended and Restated Lease
Agreement dated as of February 16, 2015, and as assigned by that certain
Assignment and Assumption of Ground Lease dated as of June 22, 2015,
(collectively, the "Lease"), pursuant to which Landlord leased to Tenant certain real
property located at 34 Alma Road, Maxton, Robeson County, North Carolina 28364
(the "Leased Property" or the "Pro er ").
B. The Parties mutually desire to amend the Lease as further outlined in this
Amendment. All capitalized terms used but not defined in this Amendment shall have
the meanings therefor set forth in the Lease.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the Parties amend the Lease as set forth below:
1. The attached Schedule 1 of this Amendment, which includes the finalized
legal description of the Leased Property, shall be added to and made a part of the Lease as
Schedule 1 thereto. The Parties acknowledge that any calculations in the Lease based on the
acreage of the Leased Property shall be based on 34.91 acres.
2. The definition of "Landlord's Property" in Article I is deleted and amended
and restated as follows:
"Landlord's Property" shall mean that remaining portion of real property
located in Robeson County, North Carolina, more particularly described on Schedule
2 attached hereto and incorporated by reference herein.
The attached Schedule 2 of this Amendment shall be added to and made a part of the Lease
as Schedule 2 thereto. All references in the Lease to Landlord's Property as described on
Schedule 1 of the Lease shall be corrected and revised and shall mean Landlord's Property as
described on Schedule 2 of the Lease.
3. Schedule 3 of the Lease shall be replaced by the attached Schedule 3 of this
Amendment, which comprises the current Site Plan for the System. Pursuant to Sections
3.02 and 5.02, Landlord acknowledges that it has reviewed, and Landlord hereby approves,
the Site Plan for the System in the form attached as Schedule 3 of this Amendment, including
the location of the System as shown thereon.
4. The attached Exhibit C of this Amendment, which describes and/or depicts
the Staging Area, shall be added to and made a part of the Lease as Exhibit C thereto.
4823-8079-9012.2

5. The third sentence of Section 7.01 is deleted and amended and restated as
follows:
"After the Initial Term, Tenant shall have the option to extend the Term of this
Agreement for four (4) consecutive five (5) year periods (each a "Renewal Term"),
upon the same terms as contained in this Agreement."
The following lines are added to the schedule of Rent in Section 3.03:
Year(s)*
Rent per Acre per
Month**
3rd Renewal Term
31-35
1 $3,908.46
4th Renewal Term
36-40
1 $4,103.88
* Assuming applicable Renewal Term options are
exercised by Tenant.
** Rent is increased by 5.00% each 5-year period.
Rent is to be calculated on the basis of L_] acres.
6. The following sentence is added to the end of Section 10.02:
"Notwithstanding anything in this provision to the contrary, any and all proceeds
received as they relate to the System or the Solar Assets shall be the sole property of
the Tenant, including without limitation, the proceeds of any casualty insurance
policy maintained by Tenant."
7. The following sentence is added to the end of Section 10.03:
"Notwithstanding anything in this provision to the contrary, any and all proceeds
received as they relate to the System or Solar Assets shall be the sole property of the
Tenant, including without limitation, any condemnation proceeds which may include
compensation based upon the taking and reduction of Tenant's leasehold estate
created by this Agreement, the taking of any improvements constructed or placed by
Tenant on the Property, loss or interruption of Tenant's business and the cost of any
restoration or repair necessitated by such taking or condemnation."
8. The following sentence is added to the end of Section 10.04:
"Notwithstanding anything in the Lease to the contrary, Tenant's obligation to
indemnify Landlord shall not apply with respect to any claims or other liabilities
arising out of the negligence or willful misconduct of Landlord or its employees,
agents or invitees."
9. Tenant's address for notices under the Lease, as set forth in Section 11.24, is
deleted and amended and restated as follows:
2
4823-8079-9012.2

"For Tenant:
"Innovative Owner 48, LLC
c/o FLS Energy, Inc.
130 Roberts Street
Asheville, NC 28801
Attention: Greg S. K. Ness, Assistant General Counsel"
The following provisions are added to the end of Section 11.24:
"Without limiting the generality of the foregoing, Tenant notifies Landlord,
and Landlord acknowledges and agrees, that each of the following parties is a
`Financer' for all purposes under this Agreement, shall timely be given all notices to
be given any `Financer' under this Agreement, and shall have all rights of any
`Financer' under this Agreement:
"Financer:
"Transamerica Life Insurance Company
c/o AEGON USA Realty Advisors, LLC
Mail Drop 5553
4333 Edgewood Road NE
Cedar Rapids, IA 52499
Attn: LIHTC Reporting
"ri"n"Par
"KeyBank National Association
Attn: William J. Blake, Deputy General Counsel
127 Public Square
Cleveland, Ohio 44114"
10. Each Party hereby ratifies and affirms its consent to the Lease, as amended
herein. The Lease and this Amendment contain the entire understanding and agreement of
the Parties with respect to its subject matter, and supersede any prior understandings or
agreements, whether written, oral or otherwise.
11. This Amendment shall be deemed to be effective on and as of the date written
above and may be 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. In the event that any signature is delivered by facsimile transmission or by e-mail
delivery of a ".pdf ' format data file, such signature shall create a valid and binding obligation
of the Party executing, with the same force and effect as if such facsimile or data file were an
original thereof.
[SEPARATE SIGNATURE PAGES FOLLOW]
3
4823-8079-9012.2

SEPARATE SIGNATURE PAGE TO
FIRST AMENDMENT TO GROUND LEASE AGREEMENT
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date
first written above.
LANDLORD:
*(OBEAT M. MORGAN, .
t-1 MQULltll' MORGAN
S4, Sul ,R-�
ANNIS J. MOR
4823-8079-9012,2

SEPARATE SIGNATURE PAGE TO
FIRST AMENDMENT TO GROUND LEASE AGREEMENT
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date
first written above.
TENANT:
INNOVATIVE OWNER 48, LLC
By: FLS 2015 G Manager, LLC, its Manager
By: FLS Energy, Inc., its Manager
—ADa CEO
4823-8079-9012.2

SCHEDULE I
Leased Property or Property
Certain real property located at 34 Alma Road, Maxton, Robeson County, North Carolina
28364, being legally described as follows:
BEGINNING at a 5/8" Rebar Set flush, said rebar being a new lease boundary corner and
common corner to the remainder of Robert M. Morgan and Robert M. Morgan Jr., (D.B. 835
Pg. 679), and said rebar having a North Carolina State Plane Coordinate system coordinate of
Northing 350000.66 feet and Easting 1910388.10 feet, said coordinates being related to the
NAD83 (2001) datum; said rebar lies N 29°32'51" E a distance of 1378.02' from NCGS
Monument ENERGY (PID EB 1634), said monument having a North Carolina State Plane
Coordinate system of Northing 348801.96 feet and Easting 1911067.60 feet;
Thence, from the beginning thus established the following six (6) calls with said new lease
boundary:
1. S 22°57'26" W a distance of 607.35 feet to a 5/8" Rebar Set flush;
2. Thence, S 22°57'26" W a distance of 14.62 feet to a Point in the northern margin of
Andrew Jackson Highway (Alt. Hwy. 74);
3. Thence, N 55°45'48" W a distance of 572.24 feet to a Point in the northern margin of
Andrew Jackson Highway (Alt. Hwy. 74);
4. Thence, N 34°22'08" E a distance of 13.45 feet to a 5/8" Rebar Set flush;
5. Thence, N 55°38'24" W a distance of 722.54 feet to a 5/8" Rebar Set flush;
6. Thence, S 34°22'08" W a distance of 27.69 feet to a Point in the centerline of Andrew
Jackson Hwy., in the line of Robert M. Morgan and Annis J. Morgan (D.B. 691 Pg.
791) ;
Thence, with the common line of said Morgan property and the centerline of Andrew Jackson
Hwy. N 55°37'52" W a distance of 205.27 feet to a Point in centerline;
Thence, N 34°25' 19" E a distance of 50.20 feet to a NC DOT Disc found 4" deep, corner to
Department of Transportation, an agency of the State of North Carolina (D.B. 1403 Pg. 739);
Thence with said Department of Transportation the following seven (7) calls:
l . Thence, N 34°25' 19" E a distance of 5.80 feet to a NC DOT Disc found 4" deep;
2. Thence, N 55°34'41" W a distance of 393.70 feet to a NC DOT Disc found 3" deep;
3. Thence, N 32°37' 11" W a distance of 96.00 feet to a NC DOT Disc found 3" deep;
4. Thence, with a curve turning to the left with an arc length of 312.69 feet, with a
radius of 210.80 feet, with a chord bearing of N 26°22'43" W, with a chord length of
284.80 feet, to a NC DOT Disc found 3" deep;
5. Thence, N 69°05'43" W a distance of 63.90 feet to a NC DOT Disc found 5" deep;
6. Thence, N 68°06'05" W a distance of 161.46 feet to a NC DOT Disc found 3" deep;
7. Thence, N 58° 16'43" W a distance of 256.36 feet to a NC DOT Disc found 3" deep;
4823-8079-9012.2

8. Thence, N 49°21'31" W a distance of 212.87 feet to a 5/8" Rebar Set 2" high in a
ditch, said rebar set in the line of Robert McKay Morgan and wife Annis Joseph
Morgan (D.B. 691 Pg. 790);
Thence, with the common line of said Morgan property N 373 F56" E a distance of 445.91
feet to a 5/8" Rebar Set 3" high in a ditch, corner to Department of Transportation an Agency
of the State of North Carolina (D.B. 1485 Pg. 483);
Thence, with the common line of the Department of Transportation S 50°38'02" E a distance
of 407.88 feet to NC DOT Disc found 2" deep; said Disc being a new corner of the lease
boundary;
Thence, leaving the line of said Department of Transportation and with a new lease boundary
line and common line of said Morgan and Robert M. Morgan, Jr. remainder the following
three (4) calls:
1. S 30°29'34" E a distance of 68.19 feet to a 5/8" Rebar Set flush;
2. Thence, S 55°34'03" E a distance of 275.98 feet to a 5/8" Rebar Set flush;
3. Thence, S 72°24'43" E a distance of 168.47 feet to a NC DOT Disc found 4" deep;
4. Thence, S 55°40'43" E a distance of 1865.00 feet back to the Point of BEGINNING,
Containing 34.91 Acres, more or less, as shown on an unrecorded survey entitled "Proposed
Lease Area Survey for Innovative Solar Systems", Owner Robert M. Morgan and Robert M.
Morgan, Jr., by Anthony R. Suttle Professional Land Surveyor dated 7-31-14 and bearing
Job 9 14019 (IS48).
Being located within the Maxton Township in Robeson County, North Carolina, and
being more particularly described as follows:
4823-8079-9012.2

3. Thence, N 32°37'11" W a distance of 96.00 feet to a NC DOT Disc found 3"
deep;
4. Thence, with a curve turning to the left with an arc length of 312.69 feet, with a
radius of 210.80 feet, with a chord bearing of N 26°22'43" W, with a chord length
of 284.80 feet, to a NC DOT Disc found 3" deep;
5. Thence, N 69°05'43" W a distance of 63.90 feet to a NC DOT Disc found 5"
deep;
6. Thence, N 68°06'05" W a distance of 161.46 feet to a NC DOT Disc found 3"
deep;
7. Thence, N 58° 16'43" W a distance of 256.36 feet to a NC DOT Disc found 3"
deep;
8. Thence, N 49°21'31" W a distance of 212.87 feet to a 5/8" Rebar Set 2" high in a
ditch, said rebar set in the line of Robert McKay Morgan and wife Annis Joseph
Morgan (D.B. 691 Pg. 790);
Thence, with the common line of said Morgan property N 373 F56" E a distance of
445.91 feet to a 5/8" Rebar Set 3" high in a ditch, corner to Department of
Transportation an Agency of the State of North Carolina (D.B. 1485 Pg. 483);
Thence, with the common line of the Department of Transportation S 50°38'02" E a
distance of 407.88 feet to NC DOT Disc found 2" deep; said Disc being a new corner
of the lease boundary;
Thence, leaving the line of said Department of Transportation and with a new lease
boundary line and common line of said Morgan and Robert M. Morgan, Jr. remainder
the following three (4) calls:
1. S 30°29'34" E a distance of 68.19 feet to a 5/8" Rebar Set flush;
2. Thence, S 55°34'03" E a distance of 275.98 feet to a 5/8" Rebar Set flush;
Thence, S 72°24'43" E a distance of 168.47 feet to a NC DOT Disc found 4"
deep;
4. Thence, S 55°40'43" E a distance of 1865.00 feet back to the Point of
BEGINNING,
Containing 34.91 Acres, more or less, as shown on an unrecorded survey entitled
"Proposed Lease Area Survey for Innovative Solar Systems", Owner Robert M.
Morgan and Robert M. Morgan, Jr., by Anthony R. Suttle Professional Land Surveyor
dated 7-31-14 and bearing Job # 14019 (IS48).
Together with routes and easements of access to provide Tenant with access to its demised
premises.
2
4823-8079-9012.2

SCHEDULE 2
Landlord's Property
That certain real property located in Robeson County, North Carolina, identified as Robeson
County PIN 930590342972, and described in Robeson County Deed Book 835, Page 679;
and being further legally described as follows:
That certain tract of land lying about 3.0 miles southeast of the center of the Town of
Maxton, NC adjacent to and on the northeastern side of US Highway 74, adjoining
lands now or formerly owned by Evalyn Morgan Messer and R. M. Morgan on the
east, and other lands of R. M. Morgan on the northeast and northwest and being more
particularly described as follows, to -wit:
Beginning at a point in the center of US Highway 74, said point being located North
19 degrees 54 minutes 15 seconds East 30.00 feet from an existing % inch iron pipe in
a ditch in the southwestern right-of-way (30 feet from center) of US Highway 74, a
corner of the original tract of which this is a part, said point also being located North
56 degrees 52 minutes 06 seconds West 902.08 feet from NCGS Monument
"ENERGY" and running thence as the center of said highway, North 55 degrees 36
minutes West 2908.98 feet to a point in said highway; thence a new line North 34
degrees 24 minutes East 65.0 feet to a point on an existing NC Department of
Transportation Concrete Right -of -Way Monument in the new northeastern right of
way of US Highway 74; thence as said right of way North 55 degrees 36 minutes
West 229.77 feet to a stake in the center of a ditch; thence as the center of said ditch,
North 37 degrees 35 minutes East 571.06 feet to a bend in said ditch; thence
continuing as the center of said ditch, North 44 degrees 49 minutes 30 seconds East
55.92 feet to a new % inch iron pipe at the center line intersection of said ditch with a
large canal; thence as the various courses of the center of said canal the following
bearings and distances, South 55 degrees 05 minutes 45 seconds East 492.68 feet;
South 55 degrees 11 minutes East 425.0 feet; South 74 degrees 21 minutes 30 seconds
East 91.27 feet; South 85 degrees 26 minutes East 91.27 feet; North 75 degrees 23
minutes 30 seconds East 152.79 feet; and North 50 degrees 27 minutes East 250.72
feet to a stake in the center of said canal; thence South 60 degrees 48 minutes East
passing through a new % inch iron pipe on the bank of said canal a 10.0 feet and
continuing a total distance of 612.26 feet to a new % inch iron pipe by a new pine
pointer; thence South 42 degrees 17 minutes 45 seconds East 1020.30 feet to an
existing Yi inch iron pipe in the Lumber River Swamp, the most northern corner of
that 2.0 acre tract conveyed to Evalyn Morgan Messer; thence as the northwestern line
of said tract and beyond, to and as the center of a ditch, South 19 degrees 54 minutes
15 seconds West 965.45 feet to the beginning, containing 63.25 acres, more or less,
and being a portion of that 621.8 acre tract conveyed by Flora L. Morgan Morton and
husband, Emmett Morton; Evalyn S. Morgan Abbott and husband, Robert Abbott, to
R. M. Morgan by deed dated May 1, 1965, recorded in Deed Book 15-F at Page 228
in the Office of the Register of Deeds of Robeson County. Subject to however any
rights -of -way now owned by the North Carolina Department of Transportation on US
Highway 74. Bearings of the above described tract are referenced to NC Grid (NAD-
27).
The above description was drawn by Tommy A. Roach, Registered Land Surveyor,
from an actual field survey on April 14 & 15, 1994.
4823-8079-9012.2

LESS AND EXCEPT:
Tract 1:
LYING AND BEING IN MAXTON TOWNSHIP, ROBESON COUNTY, NORTH
CAROLINA, LOCATED APPROXIMATELY 1.8 MILE SOUTHEAST OF THE
TOWN OF MAXTON, ON THE NORTHEAST SIDE OF BUT NOT ADJACENT
TO US HWY ALT 74. BOUNDED ON THE NORTH BY THE STATE OF NORTH
CAROLINA (DEED BOOK 1485 PG. 843)E, ON ALL OTHER SIDES BY THE
LANDS OF ROBERT M. MORGAN, et al (DEED BOOK 835 PG. 679) AND
BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS, TO WIT:
BEGINNING AT A REBAR SET, SAID REBAR BEING LOCATED NORTH 24
DEG. 02 MIN. 16 SEC. WEST 1334.33 FEET FROM A POINT IN THE CENTER-
LINE OF US HWY ALT 74, SAID POINT BEING THE POINT OF BEGINNING
AS DESCRIBED IN DEED BOOK 835 PG. 679 SAID POINT OF BEGINNING
BEING FURTHER LOCATED NORTH 19 DEG. 53 MIN. 28 SEC EAST 30.99
FEET FROM AN IRON PIPE FOUND, SAID IRON PIPE BEING LOCATED
NORTH 58 DEG. 48 MIN. 43 SEC WEST 895.28 FROM NCGS MONUMENT
"ENERGY" AND RUNNING THENCE AS A NEW LINE NORTH 56 DEG. 16
MIN. 24 SEC. WEST 936.08 FEET TO A REBAR SET, SAID REBAR BEING IN
THE LINE OF THE LANDS DESCRIBED TO THE STATE OF NORTH
CAROLINA IN DEED BOOK 1485 PG. 845, THENCE AS THE LINE OF THE
STATE OF NORTH CAROLINA THE FOLLOWING COURSES AND
DISTANCES SOUTH 82 DEG. 23 MIN. 03 SEC. EAST 219.29 FEET TO AN IRON
ROD AND CAP, NORTH 46 DEG. 18 MIN. 58 SEC. EAST 340.22 FEET TO AN
IRON ROD AND CAP, SOUTH 78 DEG. 00 MIN. 31 SEC. EAST 284.90 FEET TO
AN IRON ROD AND CAP, SOUTH 56 DEG. 03 MIN. 17 SEC. EAST 347.97 FEET
TO AN I RON ROD AND CAP, SOUTH 09 DEG. 29 MIN. 08 SEC EAST 109.67
FEET TO A REBAR SET, THENCE AS ANEW LINE SOUTH 36 DEG. 35 MIN.
36 SEC. WEST 453.39 FEET TO THE BEGINNING CONTAINING 8.58 AC.
MORE OR LESS AND BEING A PORTION OF THE REMAINING LANDS
DESCRIBED IN DEED BOOK 835 PG. 679, ROBESON COUNTY REGISTRY.
Tract 2:
LYING AND BEING TN MAXTON TOWNSHIP, ROBESON COUNTY, NORTH
CAROLINA. LOCATED APPROXIMATELY I .8 MI. SOUTHEAST OF THE
TOWN OF MAXTON, ON THE NORTHEAST SIDE OF BUT NOT ADJACENT
TO NC H WY ALT 74. BOUNDED ON THE NORTHWEST AND NORTH EAST
BY THE STATE OF NORTH CAROLINA (DEED BOOK 1485 PG. 843) ON ALL
OTHER SIDES BY THE LANDS OF ROBERT M. MORGAN et al, (DEED BOOK
835 PG. 679) AND BEING MORE PARTICULARLY DESCRIBED AS
FOLLOWS, TO WIT: BEGINNING AT A REBAR SET, SAID REBAR BEING
LOCATED NORTH 19 DEG. 53 MIN. 28 SEC. WEST 656.56 FEET AND NORTH
28 DEG. 17 MIN. 57 SEC. EAST 359.49 FEET FROM A POINT IN THE CENTER-
LINE OF US HWY ALT 74 SAID POINT BEING THE POINT OF BEGINNING
AS DESCRIBED IN DEED BOOK 835 PG. 679 SAID POINT BEING FURTHER
LOCATED NORTH 19 DEG. 53 MIN. 28 SEC. EAST 30.99 FROM AN IRON PIPE
FOUND, SAID IRON PIPE BEING LOCATED NORTH 58 DEG. 48 MIN. 43 SEC.
WEST 895.28 FEET FORM NCGS MONUMENT "ENERGY' AND RUNNING
THENCE AS A NEW LINE AND THE EASTERN LINE OF A 50 FT. EASEMENT
4823-8079-9012.2

NORTH 28 DEG. 17 MIN. 57 SE. WEST 250.65 FEET TO AN IRON ROD AND
CAP, A CORNER OF THE LANDS OF THE STATE OF NORTH CAROLINA,
THENCE WITH THE LINE OF SAID STATE OF NORTH CAROLINA NORTH 57
DEG. 34 MIN. 42 SEC. EAST 127.75 FEET TO AN IRON ROD AND CAP,
THENCE CONTINUING WITH THE LINE OF THE STATE OF NORTH
CAROLINA SOUTH 42 DEG. 22 MIN. 25 SEC. EAST 183.14 FEET TO A REBAR
SET, THENCE AS A NEW LINE SOUTH 36 DEG. 09 MIN. 13 SEC. WEST 190.59
FEET TO THE POINT OF BEGINNING CONTAINING 0.76 AC. MORE OR LESS
AND BEING A PORTION OF THE LANDS DESCRIBED IN DEED BOOK 835
PG. 679, ROBESON COUNTY REGISTRY.
Along with any other contiguous property owned by Landlord.
Together will all buildings and improvements thereon.
Together with routes and easements of access to provide Landlord with access to said
property.
4823-8079-9012.2

SCHEDULE3
Site Plan
[Attached]
4823-8079-9012.2

EXHIBIT C
Staging Area
4823-8079-9012.2

Being located within the Maxton Township in Robeson County, North Carolina, and being more
particularly described as follows:
BEGINNING at a 5/8" Rebar Set flush, said rebar being a new lease boundary corner and
common corner to the remainder of Robert M. Morgan and Robert M. Morgan Jr., (D.B. 835 Pg.
679), and said rebar having a North Carolina State Plane Coordinate system coordinate of
Northing 350000.66 feet and Easting 1910388.10 feet, said coordinates being related to the
NAD83 (2001) datum; said rebar lies N 29°32'51" E a distance of 1378.02' from NCGS
Monument ENERGY (PID EB1634), said monument having a North Carolina State Plane
Coordinate system of Northing 348801.96 feet and Easting 1911067.60 feet;
Thence, from the beginning thus established the following six (6) calls with said new lease
boundary:
1. S 22°57'26" W a distance of 607.35 feet to a 5/8" Rebar Set flush;
2. Thence, S 22°57'26" W a distance of 14.62 feet to a Point in the northern margin of
Andrew Jackson Highway (Alt. Hwy. 74);
3. Thence, N 55°45'48" W a distance of 572.24 feet to a Point in the northern margin of
Andrew Jackson Highway (Alt. Hwy. 74);
4. Thence, N 34°22'08" E a distance of 13.45 feet to a 5/8" Rebar Set flush;
5. Thence, N 55°38'24" W a distance of 722.54 feet to a 5/8" Rebar Set flush;
6. Thence, S 34°22'08" W a distance of 27.69 feet to a Point in the centerline of Andrew
Jackson Hwy., in the line of Robert M. Morgan and Annis J. Morgan (D.B. 691 Pg. 791) ;
Thence, with the common line of said Morgan property and the centerline of Andrew Jackson
Hwy. N 55°37'52" W a distance of 205.27 feet to a Point in centerline;
Thence, N 34°25' 19" E a distance of 50.20 feet to a NC DOT Disc found 4" deep, corner to
Department of Transportation, an agency of the State of North Carolina (D.B. 1403 Pg. 739);
Thence with said Department of Transportation the following seven (7) calls:
1. Thence, N 34°25' 19" E a distance of 5.80 feet to a NC DOT Disc found 4" deep;
2. Thence, N 55°34'41" W a distance of 393.70 feet to a NC DOT Disc found 3" deep;
3. Thence, N 32°37'11" W a distance of 96.00 feet to a NC DOT Disc found 3" deep;
4. Thence, with a curve turning to the left with an arc length of 312.69 feet, with a radius of
210.80 feet, with a chord bearing of N 26°22'43" W, with a chord length of 284.80 feet,
to a NC DOT Disc found 3" deep;
5. Thence, N 69°05'43" W a distance of 63.90 feet to a NC DOT Disc found 5" deep;
6. Thence, N 68°06'05" W a distance of 161.46 feet to a NC DOT Disc found 3" deep;
7. Thence, N 58° 16'43" W a distance of 256.36 feet to a NC DOT Disc found 3" deep;

8. Thence, N 49°21'31" W a distance of 212.87 feet to a 5/8" Rebar Set 2" high in a ditch,
said rebar set in the line of Robert McKay Morgan and wife Annis Joseph Morgan (D.B.
691 Pg. 790);
Thence, with the common line of said Morgan property N 373 F56" E a distance of 445.91 feet
to a 5/8" Rebar Set 3" high in a ditch, corner to Department of Transportation an Agency of the
State of North Carolina (D.B. 1485 Pg. 483);
Thence, with the common line of the Department of Transportation S 50°38'02" E a distance of
407.88 feet to NC DOT Disc found 2" deep; said Disc being a new corner of the lease boundary;
Thence, leaving the line of said Department of Transportation and with a new lease boundary
line and common line of said Morgan and Robert M. Morgan, Jr. remainder the following three
(4) calls:
1. S 30°29'34" E a distance of 68.19 feet to a 5/8" Rebar Set flush;
2. Thence, S 55°34'03" E a distance of 275.98 feet to a 5/8" Rebar Set flush;
3. Thence, S 72°24'43" E a distance of 168.47 feet to a NC DOT Disc found 4" deep;
4. Thence, S 55°40'43" E a distance of 1865.00 feet back to the Point of BEGINNING,
Containing 34.91 Acres, more or less, as shown on an unrecorded survey entitled "Proposed
Lease Area Survey for Innovative Solar Systems", Owner Robert M. Morgan and Robert M.
Morgan, Jr., by Anthony R. Suttle Professional Land Surveyor dated 7-31-14 and bearing Job #
14019 (IS48).

May 09 19 06:21a
Robert
910 276 1692
P• 2
WILLIAb] P. FLOVI) JR,
CHARLE51. HICUS JR. (056-2011j
HICKS ,AND FLOYD, P.A.
ATTORNEYS AT LAW
609 AMNSON ST'R=1
LA.URINBURG, NORTH CAROLINA 28352
'iE1,EPH6N1; MO) 276.792.5
FACSIMILE (910) 277•B1180
March 12, 2019
Innovative Owner 48, LLC
c/o FLS Energy, Inc.
130 Roberts Street
Asheville, NC 28801
Attention: Greg S. K. Ness, Assistant General Counsel
MAILING ADDR2SS
POST OFFICE BOX J87
LAuRINBIIRGNORTH CAROLINA 283S8
Re: Assignment of Lease between Annis J. Morgan and Robert M. Morgan., Jr.
and wife, Susan Morgan
Dear Mr. Ness:
.Our firm represents Annis Morgan, Robert Morgan and his wife, Susan. Morgan
regarding estate planning matters for Amnia Morgan. As part of the estate Planning, Annis
Morgan has assigned her rights under the Innovative Owner 48, LLC solar lease to Robert
Morgan and Susan Morgan. Please note that Annis Morgan. has retained the right to her I/2 of the
income frorn the solar lease durixig her lifetime and at her death the right to income transfers to
Robert Morgan and Susan Morgan. Please let me know if you have any questions. Thank you
for your assistance,
Very truly yours,
DICKS NXFYD, .A.
William P. Floyd, Jr.
WPF jr/bmb
Enclosure
Cc: Mr. Robert M. Morgan, Jr.

Mai 09 19 06:21a Robert 910 276 1692 P.3
REcop,D1NG REQUESTED BY AND
WHEN RECORDED, RETURN TO:
William P. Floyd, Jr.
Post Office Box 587
Laurinburg, NC 29353
Robeson County Parcel ID No. 930590342972
Space above line for xecoraer-s u5a U111y
ASSIGNMENT OF LEASE
This Assignment of Lease ("Assignment") is made as of March 4 , 2019 ("Effective
]pate') between ANNIS j. MORGAN, unmarried ("Assignor"), and ROBERT M. MORGAN,
JR. and wife, SUSAN MORGAN (collectively, "Assignee") -
WHEREAS, Assignor and Assignee, as landlord, and Innovative Owner 48, LLC, a
North Carolina limited liability company ("'Tenant"), as tenant, entered into a lease agreement
dated January 30, 2014, as amended and restated by that by that certain. Amended and Restated
Lease Agreement dated as of February 16, 2015, as assigned by that that certain Assignment and
Assumption of Ground Lease dated as of rune 22, 2015, andas amended b20th t certain
first
Amendment to Amended and Restated Lease Agreement dated as of Tune 22, (collectively,
the "Lease"), for the lease of an, approximately 34.91 acre tract or parcel of land located in
Robeson County, North Carolina, said land consisting of a portion. of Robeson County PIN No,
930590342972,
WHEREAS, Assignor desires to assign and Assignee desires to accept an assignment of
the Lease, subject to the terms of this Assignment which preserves certain rights in the Lease to
Assignor,
NOW THEREFORE, for valuable consideration, the receipt and sufficiency Of which are
hereby acknowledged, Assignor and Assignee agree as follows:
1. Assi nalaent and Retention of Ri hts. As of the Effective Date, Assignor e As gnor
to
Assignee all of Assignor's right, title and interest in the Lease, provided however,
retains the right to continue to receive her one-half of the rental income under the Lease during
PPAB 3405182YI

Mai 09 19 06:22a Robert 910 27G 1692 p.4
the terns of her natural life after which tinge the Assignee shall be entitled to receive all of
Assignor's income under the Lease.
2. A. sum tion, As of the Effective Date, Assignee accepts the assignment of Assignor's
interest in and to the Lease and assumes all of Assignor's obligations under the Lease to the
extent arising or accruing from and after the Effective Date.
3. No Release. This Assignment shall not operate as a release of any of the liabilities or
obligations of Toaailt under the Lease.
4. Binding Effect. This Assignment shall bind and benefit Assignor and Assignee, and
their successors and assigns.
S, Governing Law. This Assignment is governed by North Carolina law.
6, Counterparts This Assignment may be executed in multiple counterparts which, when
assembled, shall constitute one original.
This Assigmment is executed as of the Effective Date.
Assignor:
Aimis J. Morga
Assi ee:
(SEAL)
b argon., Jr.
Ci C- IRA,(SEAL)
Susan Morgan
2
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Mai 09 19 06:22a Robert 910 276 1692 p.5
STATE OF NORTH CAROLINA
COUNTY OF SCOTLAND
I, '��r, allotary Public of ?
County, North. Carolina, do hereby certify that ANNIS J. MORGAN, unmarried, personally
appeared before me this day and acknowledged the due execution of the foregoing instrument for
all intents and purposes therein contained.
WITNESS my hand and Notarial Seal, this the day of March, 2019.
Nq
11�i Commission Expires:, (Notarial Seal)
y�t� UB L 1 O
--------------------- ----------------------------------------------------------------------- �-
------ : , ,,, t►
STATE OF NORTH CAROLINA.
COUNTY OF
allotary Public of
County, North Carolina, do hereby cextify that and ROBERT M. -MORGAN, JR. and wife,
SUSAN MORGAN, personally appeared before me this day and acknowledged the due
execution of the foregoing instrument for all intents and purposes therein contained.
WI'[NESS my band and Notarial Seal, this the 1 day of March, 2019.
P �
. / Notary Public
My Commission Expires' A '*"d '� 6 'Q aae
3
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PPAB 3445182v 1