SW5220102_Lease Agreement_20220503

Memorandum of Lease
RECORDING REQUESTED BY
Fresh Air Energy XXIII, LLC
Type: CONSOLIDATED REAL PROPERTY
Recorded: 5/17/2021 4:06:16 PM
Fee Amt: $26.00 Page 1 of 8
Nash County North Carolina
Anne J. Melvin Register of Deeds
BK 3130 PG 192 - 199
PREPARED BY AND WHEN RECORDED PLEASE RETURN TO:
Fresh Air Energy XXIII, LLC
101 Second Street, Suite 1250
San Francisco, CA 94105
Attention: Erik Stuebe
NORTH CAROLINA
NASH COUNTY
PARID: 009652
PIN:286000764551
This Memorandum of Lease ("Memorandum") is entered into on May 12, 2021, by and between
Julian E. Upchurch and SND, LLC, a North Carolina limited liability company, having a mailing address
of 5201 Pine Way, Durham, NC 27712 (`Landlord"), and Fresh Air Energy XXIII, LLC, a North
Carolina limited liability company having a mailing address of 101 Second Street, Suite 1250, San
Francisco, CA 94105 ("Tenant"), collectively hereinafter referred to as the Parties (the "Parties'.
1. Landlord and Tenant entered into that certain Lease Agreement on November 19, 2020 and as
amended on May 3, 2021, (the "Lease"). Pursuant to the Lease, Landlord has leased to Tenant certain real
property of Landlord (the `Leased Property") located in Nash County, North Carolina, as more particularly
described on the attached EXHIBIT A. Landlord has also granted to Tenant, for a period co -terminus with
the Lease, an easement that is irrevocable during the Lease Term for access, ingress, egress, utilities, and
related rights to the Leased Property and/or any surrounding or nearby property owned or leased by
Landlord, passage through which is necessary or convenient to install, operate, or gain access to the Facility
or the Leased Property (the "Easements"). The Leased Property and the Easements are generally depicted
on EXHIBIT A attached hereto and incorporated herein. The Lease and EXHIBIT A are hereby
incorporated herein as if fully set forth in this Memorandum. Landlord and Tenant have executed and
acknowledged this Memorandum for the purpose of providing constructive notice of the Lease. Capitalized
terms not otherwise defined in this Memorandum shall have the meanings provided in the Lease.
submitted electronically by "Tuggle Duggins P.A."
in compliance with North Carolina statutes governing recordable documents
and the terms of the submitter agreement with the Nash county Register of Deeds.

2. Landlord grants and leases the Leased Property to Tenant on the terms, covenants, and conditions
stated in the Lease. The Tenant shall have the exclusive right to use the Leased Property, together with
certain other rights related to the Leased Property as more fully granted and described in the Lease and in
EXHIBIT A hereto. Reference is hereby made to the Lease for a complete description of the respective
rights and obligations of the Parties regarding the Leased Property and the covenants, conditions,
restrictions, and easements affecting the Leased Property pursuant to the Lease.
3. The initial lease term following construction is twelve (12) years commencing from the completion
date. Tenant has the right to extend the term of the Lease for four (4) successive six (6) year terms.
4. The Facility, as defined in the Lease, shall not be deemed a fixture. The Facility is Tenant's
personal property and Landlord has no right, title, or interest in or to the Facility. Furthermore, Landlord
has waived any and all rights it may have to place a lien on the Facility.
5. Tenant shall have a right of first refusal, should Landlord decide to sell, hold, or transfer any, all,
or a portion of the Leased Property. Tenant's right of first refusal shall not apply to any transfers of the
Leased Property made for bona fide estate planning purposes or in connection with any distributions from
any trust.
6. In the event of any conflict or inconsistency between the provisions of this Memorandum and the
provisions of the Lease, the provisions of the Lease shall control. This Memorandum, the Lease, and any
rights granted Tenant therein, shall burden the Leased Property and shall run with the land. The Lease and
this Memorandum shall inure to the benefit of and be binding upon Landlord and Tenant and, to the extent
provided in any permitted assignment or other transfer under the Lease, any assignee and such assignee's
respective heirs, transferees, successors, designees, assigns, and all persons claiming under them.
7. This Memorandum is not intended to amend or modify, and shall not be deemed or construed as
amending or modifying, any of the terms, conditions, or provisions of the Lease, all of which are hereby
ratified and affirmed.
8. This Memorandum may be executed by different parties on separate counterparts, each of which,
when so executed and delivered, shall be an original, but all such counterparts shall constitute one and the
same instrument.
REMAINDER OF PAGE LEFT BLANK FOR FORMATTING

IN WITNESS WHEREOF, the Parties have executed this Memorandum of Lease
as of the date first -above written.
LANDLORD
JULIAN E: UPCHURCH
4Juian'E. Upchurch
SND, LLC, a North Carolina limited liability company
By:
Name: Nancy.D: c e: :
Title: Member/Mai a'
TENANT
FRESH AIR ENERGY XXIII, LLC,
A North Carolina limited liability company
By..
Erik Stuebe, Authorized Signatory

LANDLORD ACKNOWLEDGMENT
STATE OF
COUNTY OF
1, � _ a Notary Public for County of kD v VNet , do hereby
certify that, . _ vt_ c. , _,_ _ _` personally appeared before me this day and acknowledged the
due execution of the foregoing document for the purposes therein stated. Witness my hand and official seal, this the
day of KA 20 .
Notary Public
KAT N t Y P l RILEY —
Notary Public Notary's Printed Name:
Durham Co., North Carolina
My Commission Expires July 29, 2023
My Commission Expires: —j _/
(Official Seal)
LANDLORD ACKNOWLEDGMENT
STATE OF (�3J4�VfSJ1a�1��w_w_..
COUNTY OF _CxSti�
a Notary Public for County of NDZ6C�l , do hereby
certify that Nb r\tq personally appeared before me this day and acknowledged the
due execution of the foregoing document for the purposes therein stated. Witness my hand and official seal, this the
day of t')c+Nj 20M.
�I-I�Ai'(-i1��;" t'Ul, ivirrtl `I`tICUVS'
Nal:�ry Ptdalt;l
(Official Seat)
Notary Public
Notary's Printed Name: ��c � �1 _ zA !r_"
My Commission Expires:

IN WITNESS WHEREOF, the Parties have executed this Memorandum of Lease
as of the date first above written.
LANDLORD
JULIAN E. UPCHURCH
Julian E. Upchurch
SND, LLC, a North Carolina limited liability company
By:
Name: Nancy Dickens
Title: Member/Manager
TENANT
FRESH AIR ENERGY XXIII, LLC,
A North Carolina limited liability company
Erik Stuebe, Authorized Signatory

TENANT ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of California )
County of San Francisco)
On 2021, before me, OUD SAPPRASERT O'BRIEN a
Notary Public, personally appeared Erik Stuebe, who proved to me on the basis of satisfactory evidence to
be the person whose name is subscribed to the within instrument and acknowledged to me that he executed
the same in his authorized capacity, and that by his signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.
I certify under the PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature
(Official Seal) `.., , ., ® OUD SAPPRASERT O'BRIEN
COMM. #2223474
NOTARY PUBLIC-CALIFORNIA
SAN F'RANCISCO COUNTY
My Comm. Expires Dec. 23, 2021

EXHIBIT A
Legal Description of Leased Property and Easement
LEASED PREMISES:
All that certain parcel of land situated in the Township of Manning, County of Nash, State of North
Carolina, being a portion of land now of Julian E. Upchurch & SND, LLC also known as a portion of PIN:
286000764551, being more particularly described as follows:
Beginning at a set iron rod having a North Carolina grid coordinate of North 804,037.14 Feet, East
2,268,087.71 Feet; Thence South 69 Degrees 27 Minutes 55 Seconds West, 433.18 Feet to a set iron rod;
Thence North 39 Degrees 29 Minutes 31 Seconds West, 209.38 Feet to a set iron rod; Thence North 00
Degrees 14 Minutes 52 Seconds East, 689.24 Feet to a set iron rod; Thence North 34 Degrees 00 Minutes
16 Seconds West, 86.35 Feet to a set iron rod; Thence North 89 Degrees 48 Minutes 12 Seconds West,
261.04 Feet to a set iron rod; Thence North 00 Degrees 46 Minutes 16 Seconds East, 1098.13 Feet to a set
iron rod; Thence North 05 Degrees 07 Minutes 08 Seconds West, 180.91 Feet to a set iron rod; Thence
North 47 Degrees 21 Minutes 54 Seconds West, 917.28 Feet to a set iron rod; Thence North 59 Degrees 42
Minutes 09 Seconds West, 202.34 Feet to a set iron rod; Thence North 27 Degrees 10 Minutes 43 Seconds
West, 237.90 Feet to a set iron rod; Thence North 05 Degrees 04 Minutes 36 Seconds West, 257.00 Feet to
a set iron rod; Thence North 59 Degrees 03 Minutes 38 Seconds West, 149.98 Feet to a set iron rod; Thence
North 00 Degrees 00 Minutes 00 Seconds East, 841.93 Feet to a set iron rod; Thence North 03 Degrees 58
Minutes 54 Seconds East, 329.88 Feet to a set iron rod; Thence North 90 Degrees 00 Minutes 00 Seconds
East, 123.22 Feet to a set iron rod; Thence North 00 Degrees 00 Minutes 00 Seconds East, 326.69 Feet to
a set iron rod; Thence North 87 Degrees 45 Minutes 58 Seconds West, 35.31 Feet to a set iron rod; Thence
North 46 Degrees 33 Minutes 41 Seconds West, 150.51 Feet to a set iron rod; Thence North 87 Degrees 03
Minutes 16 Seconds West, 403.16 Feet to a set iron rod; Thence South 01 Degrees 56 Minutes 23 Seconds
West, 124.30 Feet to a set iron rod; Thence North 88 Degrees 03 Minutes 37 Seconds West, 979.84 Feet to
a set iron rod; Thence North 01 Degrees 56 Minutes 23 Seconds East, 674.38 Feet to a set iron rod; Thence
South 87 Degrees 36 Minutes 01 Seconds East, 1522.10 Feet to a set iron rod; Thence South 46 Degrees
45 Minutes 44 Seconds East, 982.74 Feet to a set iron rod; Thence South 47 Degrees 29 Minutes 51 Seconds
East, 441.45 Feet to a set iron rod; Thence South 06 Degrees 51 Minutes 15 Seconds East, 230.47 Feet to
a set iron rod; Thence South 00 Degrees 00 Minutes 00 Seconds East, 555.40 Feet to a set iron rod; Thence
South 42 Degrees 53 Minutes 34 Seconds East, 72.92 Feet to a set iron rod; Thence North 90 Degrees 00
Minutes 00 Seconds East, 497.92 Feet to a set iron rod; Thence South 11 Degrees 01 Minutes 17 Seconds
East, 352.20 Feet to a set iron rod; Thence South 17 Degrees 54 Minutes 25 Seconds East, 199.69 Feet to
a set iron rod; Thence South 44 Degrees 32 Minutes 00 Seconds East, 134.94 Feet to a set iron rod; Thence
North 90 Degrees 00 Minutes 00 Seconds East, 587.65 Feet to a set iron rod; Thence South 00 Degrees 00
Minutes 00 Seconds East, 336.25 Feet to a set iron rod; Thence South 36 Degrees 42 Minutes 40 Seconds
West, 296.68 Feet to a set iron rod; Thence South 56 Degrees 16 Minutes 00 Seconds West, 190.56 Feet to
a set iron rod; Thence North 90 Degrees 00 Minutes 00 Seconds West, 281.09 Feet to a set iron rod; Thence
South 35 Degrees 41 Minutes 07 Seconds West, 106.89 Feet to a set iron rod; Thence South 44 Degrees 23
Minutes 13 Seconds West, 94.53 Feet to a set iron rod; Thence South 04 Degrees 53 Minutes 23 Seconds
West, 222.95 Feet to a set iron rod; Thence South 89 Degrees 41 Minutes 18 Seconds East, 305.78 Feet to
a set iron rod; Thence North 50 Degrees 04 Minutes 45 Seconds East, 53.14 Feet to a set iron rod; Thence
North 00 Degrees 00 Minutes 00 Seconds East, 65.12 Feet to a set iron rod; Thence North 88 Degrees 46
Minutes 23 Seconds East, 340.07 Feet to a set iron rod; Thence South 01 Degrees 13 Minutes 37 Seconds
East, 336.89 Feet to a set iron rod; Thence South 33 Degrees 30 Minutes 36 Seconds East, 89.53 Feet to a
set iron rod; Thence South 00 Degrees 00 Minutes 00 Seconds East, 556.56 Feet to a set iron rod; Thence
South 03 Degrees 58 Minutes 54 Seconds West, 312.13 Feet to a set iron rod; Thence South 29 Degrees 06
Minutes 11 Seconds West, 86.37 Feet to a set iron rod; Thence South 00 Degrees 00 Minutes 00 Seconds

East, 467.03 Feet to a set iron rod; Thence South 65 Degrees 45 Minutes 18 Seconds West, 598.27 Feet to
a set iron rod being the Point or Place of Beginning.
Containing: 7,934,792 square feet or 182.158 acres of land, more or less.
TOGETHER WITH THE FOLLOWING EASEMENT FOR ACCESS AND UTILITIES:
All that certain parcel of land situated in the Township of Manning, County of Nash, State of North
Carolina, being a portion of land now of Julian E. Upchurch & SND, LLC also known as a portion of PIN:
286000764551, being more particularly described as follows;
Beginning at a set iron rod on the northerly right-of-way line of US 64 Alternate having a North Carolina
Grid Coordinate value of North 802,877.35 Feet, East 2,268,856.19 Feet; Thence North 10 Degrees 59
Minutes 45 Seconds West, 26.13 Feet to a set iron rod; Thence North 46 Degrees 01 Minutes 37 Seconds
West, 101.06 Feet to a set iron rod; Thence North 56 Degrees 13 Minutes 24 Seconds West, 132.25 Feet to
a set iron rod; Thence North 28 Degrees 10 Minutes 36 Seconds West,112.78 Feet to a set iron rod; Thence
North 18 Degrees 00 Minutes 54 Seconds West, 1035.28 Feet to a set iron rod; Thence North 65 Degrees
45 Minutes 18 Seconds East, 50.30 Feet to a set iron rod; Thence South 18 Degrees 00 Minutes 54 Seconds
East, 1036.30 Feet to a set iron rod; Thence South 28 Degrees 10 Minutes 36 Seconds East, 95.85 Feet to
a set iron rod; Thence South 56 Degrees 13 Minutes 24 Seconds East, 124.22 Feet to a set iron rod; Thence
South 46 Degrees 01 Minutes 37 Seconds East, 133.88 Feet to a set iron rod; Thence South 73 Degrees 02
Minutes 21 Seconds East, 33.03 Feet to a set iron rod; Thence South 68 Degrees 25 Minutes 51 Seconds
West, 87.89 Feet to a set iron rod being the Point or Place of Beginning.
Containing: 70,942 square feet or 1.629 acres of land, more or less.