SW3151201_Transfer of Ownership_20160830

CORONAL
NCDEQ, DEMLR, Stormwater Permitting Unit
ATTN: Laura Alexander
1612 Mail Service Center
Raleigh, NC 27699
August 26, 2016
Re: SW3151201 Change of Ownership — County Home Solar Center, LLC
Ms. Alexander:
Attached is the State Stormwater Permit Name/Ownership Change Form for SW3151201.
Coronal Development Services, LLC is the Project's developer and is facilitating the Change of
Ownership on behalf of the current permit holder, Green Earth Development, LLC, (GED) and the
proposed permittee, County Home Solar Center, LLC.
Please find the following documents attached:
• State Stormwater Permit Name/Ownership Change Form, signed and notarized by
current permit holder, proposed permittee, and landowner
• Lease Agreement (redacted) between the Cline Family and County Home Solar Center,
LLC
• Letter from GED requesting to transfer ownership
o Serves as legal documentation of property transfer to new owner
• Operating Agreement for County Home Solar Center, LLC
o Shows authority of William B Owens, Jr. to act on behalf of proposed permittee
The following items are not attached for the following reasons:
• Copies of recorded deed restrictions
o SW3151202 was revised on July 26, 2016 by Mike Randall to remove the
requirement to record deed restrictions
• Designer Certification
o Plans have already been approved by DWQ
• $40.00 processing fee
o This is an initial transfer from the original permittee
Please do not hesitate to reach me with any questions.
Thank youRtz , rVfFt)
AUG 3 0 2016
Susan Sturm STCRMW A SRRQUAltry
Project Engineer ERII4;T -1IVG
Corona] Development Services, LLC
[e-mail] 1434.293.7589
321 E Main St, Suite 300, Charlottesville, VA 22902
Coronal Development Services, LLC 1 321 E Main Street, Suite 300, Charlottesville, VA 22902 1 P 434 293 7589

State of North Carolina
Department of Environment and Natural Resources
Division of Water Quality
STATE STORMWATER PERMIT NAME/OWNERSHIP CHANGE FORM LP
I. CURRENT PERMIT INFORMATION es�
1 Stormwater Management Permit Numher- SW3151201
2. Project Name: County Home Solar Center, LLC
3. Current Permit Holder's Company Name/Organization: Green Earth Developers, LLC
4. Signing Official's Name: Luke Maslonka Title: Operations Manager
5. Mailing Address: 547 W Charles Street, Suite 100
City: Matthews State: NC Zip: 28105
6. Phone: (704 ) 849.0045 Fax: ( )
II. PROPOSED PERMITTEE / OWNER / PROJECT / ADDRESS INFORMATION
This request is for: (please check all that apply)
❑ Name change of the owner (Please complete Items 1, 2 and 3 below)
❑ Name change of project (Please complete Item 5 below)
X❑ Change in ownership of the property/company (Please complete Items 1, 2, 3, and 4 below)
❑ Mailing address / phone number change. (Please complete Item 4 below)
❑ Other (please explain):
1. Proposed permittee's company name/organization: County Home Solar Center, LLC
2. Proposed permittee's signing official's name: William B Owens, Jr.
3. Proposed permittee's title: Vice President
4. Mailing Address: 191 W Nationwide BLVD, Suite 600
City: Columbus
Phone: ( 225 ) 615.3330
5. New Project Name to be placed on permit:
State: OH
Fax:
Zip:
43215
Please check the appropriate box. The proposed permittee listed above is:
❑ HOA or POA (Attach documentation showing that the HOA or POA owns, controls, or has a
recorded easement for all areas that contain stormwater system features. Print name of HOA or
POA in #1 above and provide name of HOA/POA's authorized representative in #2 above)
❑ The property owner
® Lessee (Attach a copy of the lease agreement and complete Property Owner Information on
page 4)
❑ Purchaser (Attach a copy of the pending sales agreement. Final approve transfer will be
granted upon receipt of a copy of the recorded deed) ,
❑ Developer (Complete Property Owner Information on page 4) 4/1j,
/?���p�Uq�/�
SSW N/O Change Rev24Sept2012 Page 1 of 4

III. REQUIRED ITEMS
A request to transfer a permit will not be approved by the Division of Water Quality (DWQ) unless all
of the applicable required items listed below are included with the submittal. Failure to provide the
listed items may result in processing delays or denial of the transfer.
1. This completed and signed form. This certification roust be completed and signed by both the
current permit holder and the new applicant if this is a change of ownership.
2. Legal documentation of the property transfer to a new owner.
3. A copy of any recorded deed restrictions, covenants, or easements, if required by the permit.
4. The designer's certification (DWQ Engineer and Designer Certification Forms are available from
each DWQ Regional office), it required by the permit and it not already submitted to DWQ.
5. If the proposed permittee is a firm, partnership, association, institution, corporation, limited liability
company, or other corporate entity, provide documentation showing the authority of the named
representative to act on behalf of the proposed permittee.
6. The $40.00 processing fee. If this is an initial transfer from the original permittee the processing
fee is not required. Subsequent ownership transfers will require the $40.00 processing fee.
IV. CURRENT PERMITTEE'S CERTIFICATION
Please check one of the following statements and fill out the certification below that statement:
❑ Check here if the current permittee is only changing hislherlits name, the project name, or mailing
address, but will retain the permit. I, , the current
permittee, hereby notify the DWQ that I am changing my name and/or I am changing my mailing
address and/or I am changing the name of the permitted project. I further attest that this application
for a name/ownership change is accurate and complete to the best of my knowledge. I understand
that if all required parts of this application are not completed or if all required supporting information
and attachments listed above are not included, this application package will be returned as
incomplete.
❑X Check here if current permittee is transferring the property to a new owner and will not retain
own ship of the permit.
I, ✓I' ;-,c , the current permittee, am submitting this application
for a transfer of owne s ip for p rmit # SW3151201 . I hereby notify DWQ of the sale or
other legal transfer of the stormwater system associated with this permit. I have provided a copy of
the most recent permit, the designer's certification for each BMP, any recorded deed restrictions,
covenants, or easements, the DWQ approved plans and/or approved as -built plans, the approved
operation and maintenance agreement, past maintenance records, and the most recent DWQ
stormwater inspection report to the proposed permittee named in Sections II and V of this form. I
further attest that this application for a name/ownership change is accurate and complete to the best
of my knowledge. I understand that if all required parts of this application are not completed or if all
required supporting information and attachments listed above are not included, this application
package will be returned as incomplete. I assign all rights and obligations as permittee to the
proposed permittee named in Sections II and V of this form. I understand that this transfer of
ownership cannot be approved by the DWQ unless and until the facility is in compliance with the
permit.
Signature:
Date:��-�/� _
I, I Ul n e TT e u uh ,'FO , a Notary Public for the State of
Rt b c� k C a vo YA County of L L w r 4 do hereby certify that
2 v eQ rn , Or) e �� personally appeared before me this the
o2 3 Y` day of ik 05, 20�, and acknowledge the due execution of the
forinstrument. Witness my hand and official seal,
�b
Notary Signature
(Notary Seal)
ANNETTE WHITE
Notary Public
Surry Co., North Carolina
My Commission Expires May 10, 2019
SSW N/O Change Rev24Sept2012 Page 2 of 4

V. PROPOSED PERMITTEE CERTIFICATION: (This section must be completed by the
Proposedl'' IIPermittee for all transfers of ownership)
lol
I, l l� I "n B. OL� , hereby notify the DWQ that I have acquired
through sale, lease or legal transfer, the responsibility for operating and maintaining the permitted
stormwater management system, and, if applicable, constructing the permitted system. I
acknowledge and attest that I have received a copy of: (check all that apply to this permit)
the most recent permit
the designer's certification for each BMP
❑ any recorded deed restrictions, covenants, or easements
the DWQ approved plans and/or approved as -built plans
the approved operation and maintenance agreement
past maintenance records from the previous permittee (where required)
DWQ stormwater inspection report showing compliance within 90 days prior to this transfer
I have reviewed the permit, approved plans and other documents listed above, and I will comply with
the terms and conditions of the permit and approved plans. I acknowledge and agree that I will
operate and maintain the system pursuant to the requirements listed in the permit and in the
operation and maintenance agreement. I further attest that this application for a name/ownership
change is accurate and complete to the best of my knowledge. I understand that if all required parts
of this application are not completed or if all required supporting information and attachments listed
above are not included, this application package will be returned as incomplete. I
Signature: Date:
I, 702 S. 0"UrSa)-r , a Notary Public for the State of
`PA P-t sv
Lours�l,�NA , C—aunty of EAST tSP iNJ 6, , do hereby certify that
WLLAA Ac11 ow Zvi , personally appeared before me this the
14 day of A ti� , 20_t_(.__, and acknowledge the due execution of the
forgoing instrument. Witness my hand and official seal,
(Notary Seal)
Notary Signa—tuW
Additional copies of the original permit and the approved Operation and Maintenance ar~res.�s�r�ent can
be obtained from the appropriate Regional Office of the Division of Water Quality.
This completed form, including all supporting documents and processing fee (if required), should be
sent to the appropriate Regional Office of the North Carolina Department of Environment and Natural
Resources, Division of Water Quality, as shown on the attached map.
Please note that if the Proposed Permittee listed above is not the property owner, the property owner
must complete and sign page 4 of this document. Both the lessee / developer and the property
owner will appear on the permit as permittees.
SSW N/O Change Rev24Sept2012 Page 3 of 4

VI. PROPERTY OWNER CONTACT INFORMATION AND CERTIFICATION
If the Proposed Permittee listed in Sections 11 and V of this form is not the Property Owner, the
Property Owner must provide his/her Contact Information below and sign this form:
Printed Name: Steve Cline
Organization:
Title within the Organization:
Street Address 11101 —4w4 00Ac9d
City: State: 7ip:�
Mailing Address:
(if different from street address)
City: State: Zip:
Phone:
1014
141 SAo
Fax:
Email:
1`�A N A5LU,.f4[:�VC-P,
MA-i
c... CQM
I certify that I own the property identified in this permit transfer document and have given permission
to the Proposed Permittee listed in Sections II and V to develop and/or, lease the property. A copy
of the lease agreement or other contract, which indicates the party responsible for the construction
and/or operation and maintenance of the stormwater system, has been provided with the submittal.
As the legal property owner I acknowledge, understand, and agree by my signature below, that I will
appear as a permittee along with the lessee/developer and I will therefore share responsibility for
compliance with the DWQ Stormwater permit. As the property owner, it is my responsibility to notify
DWQ by submitting a completed Name/Ownership Change Form within 30 days of procuring a
developer, lessee or purchaser for the property. I understand that failure to operate and maintain the
stormwater treatment facility in accordance with the permit is a violation of NC General Statute
(NCGS) 143-215.1, and may result in appropriate enforcement action including the assessment of
civil penalties of up to $25,000 per d y pursuant to WGS 143-215.6.
Signature of the property owner Date: s 2`/, t tc
I
a Notary Public for the State of
c�toAo,-- , County of I • , do hereby certify that
personally appeared before me this the
c �( day of c,r- , 20� ,and acknordgee'etion of the
forgoing ins ment. Witness my hand and official seal,Not y Signatur
SSW N/O Change Rev24Sept2012 Page 4 of 4

COUNTY HOME SOLAR CENTER, LLC
SECOND AMENDED AND RESTATED OPERATING AGREEMENT
THIS SECOND AMENDED AND RESTATED OPERATING AGREEMENT (this "Agreement") of COUNTY HOME
SOLAR CENTER, LLC, a North Carolina limited liability company (the "Company"), is entered into as of August 5, 2016 by
PV Project Holdings VI, LLC, a North Carolina limited liability company (the "Member"), and shall constitute the
Company's "operating agreement," within the meaning of the North Carolina Limited Liability Company Act (as
amended, modified or supplemented from time to time, or any corresponding provisions of succeeding law, the "Act" ).
RECITALS
WHEREAS, Heelstone Development, LLC ("HD") entered into that certain Amended and Restated Operating
Agreement dated May 4, 2016 (the "Prior Agreement').
WHEREAS, HD, through a series of assignments assigned its ownership interest to the Member pursuant to
that certain Membership Interest Assignment Agreement dated August 5, 2016.
WHEREAS, the Member desires to amend and restate the Prior Agreement to reflect that it is the sole limited
liability company member of the Company and make certain other changes.
AGREEMENT
NOW, THEREFORE, the Member agrees as follows:
1 The Company was formed under the Act on October 29, 2013 by the filing of Articles of Organization
with the North Carolina Secretary of State, and shall be operated in accordance with its Articles of Organization, this
Agreement, and the Act. To the extent permitted by the Act and other applicable law, the provisions of this Agreement
shall supersede any contrary provisions of the Act or other applicable law.
2. The Member shall be the Company's sole "member," within the meaning of the Act.
3. The purpose and business of the Company shall be to enter into any lawful transaction or engage in
any lawful activity for which limited liability companies may be organized under the Act.
4. The term of the Company shall begin as of the date of filing of its Articles of Organization for the
Company in accordance with the Act and, shall continue in perpetuity.
5. The Company shall maintain a North Carolina registered office and agent for service of process as
required by the Act. In the event the registered agent ceases to act as such for any reason or the registered office shall
change, the Member shall promptly designate a replacement registered agent or file a notice of change of address, as
the case may be.
6. The full, exclusive and complete authority and control of the management of the Company's business
and affairs, together with all authorities, rights and powers consistent therewith or necessary or appropriate thereto
generally conferred by the Act on the manager of a limited liability company, and together with all authorities, rights
and powers provided for in this Agreement, shall be vested in and exercised by the Member. In connection with the
foregoing, the Member is authorized and empowered to appoint by written designation one or more persons to act on
behalf of the Company as officers of the Company with such titles as may be appropriate including President, Vice
President, Treasurer, Secretary and Assistant Secretary. Any person appointed as an officer of the Company with a title
customarily held by an officer of a corporation, including the foregoing titles, shall have the same power and authority
to act on behalf of the Company as an officer holding the same title would customarily have in a corporation organized
under the laws of North Carolina. One person may hold more than one office. The Member hereby appoints the
following persons as the Company's officers: Thomas J. Adamek, President; Barry G. Gowdy, Treasurer and Assistant
Secretary; Gordon S. LeBlanc, Jr., Vice President; William B. Owens, Jr., Vice President and Assistant Secretary; and John
P. Witten, Vice President and Secretary. Any person dealing with the Company may rely upon a certificate signed by
the Member or by any Secretary or Assistant Secretary as to (a) the persons who are authorized to execute and deliver

any instrument or document of or on behalf of the Company, and (b) the persons who are authorized to take any
action as to any matter involving the Company.
7. The Member shall have no obligation to make any contributions to the capital of the Company and
shall make only such contributions as the Member shall from time to time determine in its sole discretion.
8. At such time(s) as the Member shall determine, the Member may cause the Company to distribute to
the Member any cash held by the Company that is not reasonably necessary for the operation of the Company. No
distribution shall be declared and paid if payment of such distribution would cause the Company to violate any
limitation on distributions provided in the Act, or under any loan agreements, other financing documents, or other
contracts or agreements to which the Company or its property may be subject.
9. The Company shall indemnify and hold harmless any manager, officer, or other "company official,"
within the meaning of the Act, (each, an "Indemnified Person") to the fullest extent permitted or required under the
Act against all losses, liabilities, judgments, penalties, fines, settlements, and reasonable expenses (including, without
limitation, reasonable attorneys' fees) actually incurred or suffered (collectively, "Costs") by such Indemnified Person
who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative (a
"Proceeding'), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding,
by reason of the fact that such Person is or was a manager, officer, or company official or is or was serving (with
respect to or in connection with the Company's business or operations) as a manager, officer, director, principal,
partner, member, employee, or agent of the Member or the Company or is or was serving at the request of the
Company as a representative, manager, officer, director, principal, member, employee, or agent of another entity. Any
indemnification under thi& Section &hall continue as to an Indemnified Person who has ceased to serve in the capacity
that initially entitled such Indemnified Person to indemnity hereunder. Anything to the contrary notwithstanding in
this Section, however, unless the Member otherwise consents, no Indemnified Person shall be indemnified for any
Costs suffered that are attributable to such Indemnified Person's or his, her, or its affiliates' gross negligence, willful
misconduct, knowing violation of law, breach of fiduciary duty, or breach of loyalty. The Company may advance
expenses incurred by the Indemnified Person upon the approval of the Member, and the receipt by the Company of an
undertaking by such Indemnified Person to reimburse the Company unless it is ultimately determined that such
Indemnified Person is entitled to be indemnified by the Company against such expenses.
10. The Member may transfer all or any portion of its interest in the Company in the Member's sole
discretion. In the event of any such transfer, this Agreement shall be amended to reflect the respective rights and
obligations of the Member and the transferee(s).
11. The Company shall be disregarded as an entity separate from the Member for federal income tax
purposes and for state income tax purposes in those states that follow federal tax classification.
12. The interpretation and enforceability of this Agreement and the rights and liabilities of the Member
as such shall be governed by the laws of the State of North Carolina as such laws are applied in connection with limited
liability company operating agreements entered into and wholly performed upon in North Carolina by residents of
North Carolina.
13. This Agreement may be amended, in whole or in part, only through a written amendment executed
by the Member. This Agreement contains the entire understanding and intent of the Member regarding the Company
and supersedes any prior written or oral agreement respecting the Company. There are no representations,
agreements, arrangements, or understandings, oral or written, of the Member relating to the Company which are not
fully expressed in this Agreement.
[signature page follows]

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this
Agreement as of the date first above written.
"Member"
PV Project Hol VI LL
By.
William B. Owens, Jr., Assistant Secretary
[Signature Page to Second A&R Operating Agreement - County Home Solar Center, LLC]

August g, 2016
David Banfield
Project Manager
Green Earth Developers
547 West Charles Street, Suite 100
Matthews, NC 28105
336-429-6529 (m)
[e-mail]
Green Earth
Developers
North Carolina Department of Natural Resources
Division of Water Quality - Mooresville Regional Office
610 East Center Avenue, Suite 301
Mooresville, NC 28115
704-663-1699 (o)
6'�
0�6
RE: Stormwater Permit No. SW3151201— County Home Solar Center — Ownership Change
NCDENR Rep,
Could you please review our request to charge ownership of hermit no. SW3151201.
The permit was obtained by Luke Maslonka on December 8, 2015. Luke was Green Earth
Developer's Operations Manager at the time. Unfortunately, Luke no longer works with our
team and, I am making this request in his stead.
Green Earth Developers hereby releases ownership of the permit to County Home Solar Center,
LLC. The County Home Solar Center's willingness to receive ownership of this permit is evident
by the signature of William B. Owens, Jr. on the accompanying Ownership Change form.
If you have any questions of need additional information. Please contact me by phone or email.
Thank you,
David M. Banfield
Project Manager —Green Earth Developers
Green Earth Developers 547 W. Charles St Ste 100. Matthews, NC 28105
704-849-0054

SOLAR ENERGY SITE LEASE AGREEMENT
This Solar Energy Site Lease Agreement (this "Lease") dated as of November jg ,
2015 (the "Effective Date"), is made between County Home Solar Center, LLC, a North
Carolina limited liability company ("Tenant'), and Steve W. Cline, Glenda Cline, Stefanie Cline
Harrill, Brandon Harrill and Shelley Jayne Cline (collectively, "Landlord").
RECITALS
A. Landlord is the owner of the Property located in Cleveland County, North
Carolina, consisting of approximately 12.72 acres, and more particularly described in the
attached Exhibit A; and
B. Tenant desires to lease certain premises within the Property shown on Exhibit
B from Landlord in order to install and operate, including the sale of energy, a solar energy
generating facility.
C. As of the Effective Date, Tenant has exercised its exclusive option to lease the
Site (defined below) from Landlord, as provided in that certain Option Agreement for Solar
Energy Site Lease by and between Landlord and Tenant.
AGREEMENT
For good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the Landlord and Tenant agree as follows:
1. DEFINITIONS AND INTERPRETATION
(a) In this Lease, unless the context requires otherwise:
"Affiliate" means any Person that directly, or indirectly through one of more
intermediaries, controls or is controlled by, or is under common control with, the Pon
specified. For purposes of this definition, control of a Person means the power, direct or indi#4
to direct or cause the direction of the management and policies of such Person whethep
contract or otherwise. r
"Business Day" means any day except Saturday, Sunday or any day on wlP
banks are generally not open for business in the State of North Carolina.
"Commercial Operations Date" means the date on which the term of the povor
purchase agreement under which Tenant will sell electricity generated by the Generating Facility
has commenced.
"Environmental Attributes" means the characteristics of electric power
generation at the Generating Facility that have intrinsic value, separate and apart from the
generated energy, arising from the perceived environmental benefits of the Generating Facility or
energy generated at the Generating Facility, including but not limited to all environmental and
other attributes that differentiate the Generating Facility or energy generated at the Generating

Facility from energy generated by fossil -fuel based generation units, fuels or resources,
characteristics of the Generating Facility that may result in the avoidance of environmental
impacts on air, soil or water, such as the absence of emission of any oxides of nitrogen, sulfur or
carbon or of mercury, or other gas or chemical, soot, particulate matter or other substances
attributable to the Generating Facility or the compliance of the Generating Facility or energy
generated at the Generating Facility with the law, rules and standards of the United Nations
Framework Convention on Climate Change (the "UNFCCC") or the Kyoto Protocol to the
UNFCCC or any successor laws, rules or standards or crediting "early action" with a view
thereto, or laws or regulations involving or administered by the Environmental Protection
Agency or successor administration or any state or federal entity having jurisdiction over a
program involving transferability of rights arising from Environmental Attributes.
"Environmental Incentives" means all rights, credits (including tax credits),
rebates, benefits, reductions, offsets, and allowances and entitlements of any kind, howsoever
entitled or named (including carbon credits and allowances), whether arising under federal, state
or local law, international treaty, trade association membership or the like, arising from the
Environmental Attributes of the Generating Facility or the energy generated at the Generating
Facility or otherwise from the development or installation of the Generating Facility or the
production, sale, purchase, consumption or use of the energy generated at the Generating
Facility. Without limiting the forgoing, "Environmental Incentives" includes green tags,
renewable energy credits, tradable renewable certificates, portfolio energy credits, the right to
apply for (and entitlement to receive) incentives under any demand -side management or energy
efficiency programs offered by a utility company, a third -party provider, or other incentive
programs offered by the state and the right to claim federal income tax credits, if applicable.
"Environmental Laws" means all federal, state, local and regional laws, statutes,
ordinances, orders, rules and regulations now in force or enacted during the term of this Lease
relating to the protection of human health or the environment or relating to waste disposal or
environmental protection with respect to hazardous, toxic, or other substances generated,
produced, leaked, released, spilled or disposed of at or from the Site.
"Generating Facility_' means the solar power generating facility to be located at
the Site and owned by Tenant, including all improvements, facilities and equipment constructed
or installed by Tenant at any time and from time to time, including the following: (i) arrays of
photovoltaic solar panels or tracking mirrors, including foundations, mounting substrates,
support structures and related components; (ii) overhead and underground electrical collection,
transmission and communication lines, transformers, power inverters, meters and protection
equipment, cables, junction boxes, energy storage facilities, telecommunications equipment,
switches and electrical substations and related facilities and equipment for the collection,
interconnection and transmission of electrical energy and communications; (iii) roads, fences and
gates, and other structures and facilities required for ingress and egress for pedestrians, motor
vehicles and equipment, and for the efficient development, construction, operation, maintenance
and security of the Generating Facility; (iv) any and all equipment and improvements necessary
or useful for the ongoing measurement of sunlight and weather; and (v) any other equipment or
facilities that are necessary or desirable for Tenant's development, construction, operation,
maintenance or security of the Generating Facility, including laydown areas, satellite operation
and maintenance or storage facilities and control buildings.
2

"Hazardous Materials" means any flammable explosives, radioactive materials,
hazardous materials, hazardous wastes, hazardous substances, toxic substances, pollutants,
contaminants, radon, asbestos, lead or lead based paint, oil and petroleum products and their by-
products, polychlorinated biphenyls or related materials, and mold, dangerous fungi, bacterial or
microbial matter contamination or pathogenic organisms that reproduce through the release of
spores or the splitting of cells, as those terms may be used or defined in any Environmental Law.
"Including" means including without limitation, and "includes" means includes,
without limitation.
"_Lease Year" means a twelve (12) calendar month period; provided, however that
if the Effective Date is a date other than the first day of a calendar month, the first Lease Year of
the Term shall, except as may otherwise be expressly provided in this Lease, commence on the
Effective Date and run through last day of the month in which the one year anniversary of the
Effective Date occurs, with each successive Lease Year to run for a period of the next
succeeding twelve (12) months, other than and except for the final Lease Year specified which
shall commence as hereinabove provided and which shall run through the date on which the
Term ends notwithstanding the actual number of days included in said period.
"Person" means any natural person, corporation, general partnership, limited
partnership, limited liability company, proprietorship, other business organization, trust, union,
association or governmental or regulatory authority.
"Property" means the land described on Exhibit A, together with the following:
(i) all right, title and interest of Landlord in and to all rights, privileges and
appurtenances pertaining to the Property and any rights -of -way or other appurtenances used in
connection with the beneficial use and enjoyment of the Property and all of Landlord's right, title
and interest in and to adjacent streets, alleys or rights -of -way and easements, licenses or interests
relating thereto; and
(ii) all of Landlord's right, title and interest in and to all permits, licenses and
approvals directly relating to the Property, to the extent the same are assignable and transferable.
"Site" means the specific areas of the Property shown as the cross -hatched or
shaded area of the site plan attached hereto as Exhibit B.
"Unavoidable Delay" means delay caused by strikes, walkouts (except for strikes
or walkouts directly involving employees of the party claiming Unavoidable Delay), civil
commotion, warlike operations, governmental regulations or controls, acts of God, inability to
procure materials or services, or other causes beyond the reasonable control the party claiming
Unavoidable Delay.
(a) Unless the context requires otherwise, words importing the singular
include the plural and vice versa and words importing gender include all genders.
(b) The division of this Lease into Sections, the insertion of headings, and the
provision of any table of contents are for convenience of reference only and will not affect the

construction or interpretation of this Lease. Unless the context requires otherwise, references in
this Lease to Sections or Schedules are to Sections or Schedules of this lease. Any reference in
this Lease to any agreement or statute or any section of it will, unless otherwise expressly stated,
be deemed to refer to such statute or section as amended, restated or re-enacted from time to
time.
2. LEASE AND GRANTS OF EASEMENTS
(a) Landlord:
(i) exclusively leases the Site to Tenant and its successors and assigns
for the sole purpose of developing, constructing, installing, operating and maintaining the
Generating Facility in accordance with the terms and conditions set out in this Lease;
(ii) grants to Tenant and its successors and assigns, for a period co-
terminous with this Lease, a non-exclusive easement on, over, under, across and through
the Property and the surrounding or nearby premises owned or leased by Landlord and
described in Exhibit C attached hereto (the "Easement Lands"), for the benefit of the
Site and the Tenant (and Tenant's assigns, successors, contractors, customers, invitees
and employees) for the purpose of: providing such access on foot and by vehicle as shall
be necessary or convenient to gain access to the Generating Facility or the Site; and, the
installation, operation, repair, maintenance, replacement and removal from time to time
of electrical transmission and data communications cables and wires, and related towers,
poles and other apparatus and materials of the Tenant and access to them from time to
time;
(iii) grants to Tenant and its successors and assigns, for a period co-
terminous with this Lease, an exclusive easement to convert all of the solar resources
above the Site to electricity; and
(iv) grants to Tenant and its successors and assigns, for a period co-
terminous with this Lease, the right to undertake any other activities on the Site and the
Easement Lands that Tenant determines are necessary, helpful, appropriate or convenient
in connection with, incidental to, for the benefit of, or to accomplish any of the foregoing
purposes, including conducting surveys and geological, geophysical, environmental,
biological, cultural and other tests and studies, in each case by the use of such means and
technologies as Tenant may choose, whether or not currently known, and with the right of
entry on the Site and the Easement Lands for such purposes.
(b) Landlord reserves all rights to use the Property and the Easement Lands,
other than the Site, except to the extent Landlord's use interferes with Tenant's use of the Site or
the Easement Lands in accordance with this Lease or violates the terms and conditions of this
Lease.
(c) Tenant hereby leases the Site from Landlord and accepts such grant of
easements and rights from Landlord, upon the terms and conditions set forth herein.
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3. RENT
Commencing on the Effective Date of this Lease and continuing throu hout the
Term, Tenant shall pay to Landlord an annual rental payment "Rent" equal toper acre
of the Site. If applicable, the Rent shall be adjusted to equal�er acre of the Site for
the final two (2) Extended Terms.
4. GENERATING FACILITY CONSTRUCTION
(a) Landlord consents to 'Tenant's construction and installation on the Site and
the Easement Lands of the Generating Facility.
(b) Tenant shall notify Landlord not less than twenty (20) days in advance of
the time that Tenant intends to commence installation of the Generating Facility on the Site.
(c) Within thirty (30) days after the installation of the Generating Facility is
complete, Tenant shall deliver to Landlord the following: (i) Tenant's affidavit stating that the
Generating Facility installed by Tenant has been completed in compliance with the terms of this
Lease; and (ii) an affidavit of Tenant stating that all contractors, subcontractors, laborers and
material men who have performed work on or furnished materials to the Site have been paid in
full and that all liens therefore that have or might be filed have been discharged of record or
waived or that a bond has been posted for such purpose.
(d) Except as provided otherwise herein, Landlord hereby consents to
Tenant's location of the Generating Facility or related facilities or equipment at any location
upon the Site. Furthermore, in the event that the location of any portion of any Generating
Facility or related facilities or equipment to be installed or constructed on the Site is limited or
restricted by any private agreements or restrictions or any laws, rules or ordinances of any
governmental agency, Landlord shall cooperate with and assist Tenant in granting and obtaining
waivers or variances from such requirements and shall execute all documents evidencing
Landlord's agreement to the elimination of such requirements. Landlord acknowledges and
agrees that this paragraph shall survive the termination of this Lease.
5. GENERATING FACILITY INSTALLATION, OPERATION AND
OWNERSHIP
(a) Tenant shall have the right from time to time during the term of this Lease:
(i) to determine the feasibility of solar energy power production on
the Site, including studies of sunlight concentration and other meteorological data,
extracting soil samples, conducting wildlife and other environmental studies, and
conducting transmission feasibility studies;
(ii) to construct, install, reinstall or relocate and operate the Generating
Facility on the Site;
(iii) to maintain, clean, repair, replace and dispose of part or all of the
Generating Facility and to maintain the Site and the Easement Lands as may be required

for the proper functioning and operation of the Generating Facility, including removing
trees, brush and tree branches that may interfere with access to sunlight to the Generating
Facility;
(iv) to add or remove equipment as needed to increase or decrease the
capacity of the Generating Facility;
(v) to remove the Generating Facility as permitted pursuant to
Section 9;
(vi) to access the Site with guests for promotional purposes during
normal open hours and at other times as are acceptable to the Landlord in its reasonable
business judgment without disruption of Landlord's operations;
(vii) to publish factual information related to the Generating Facility on
its website and through other forms of electronic media. Such information may include,
but is not limited to, the location of the photovoltaic system, the name of the Landlord,
and other features of the Generating Facility;
(viii) to install and maintain such equipment, as is necessary for remote
monitoring of the Generating Facility, including without limitation the establishment of a
high speed internet connection;
(ix) to install and maintain such equipment as is necessary or
appropriate for the security and protection of the Generating Facility, including without
limitation, fences and gates; and
(x) to perform (or cause to be performed) all tasks necessary or
appropriate, as reasonably determined by Tenant, to carry out the activities set forth in
clauses (a)(i) through (a)(ix) of this Section, 5.
(b) Tenant will obtain all governmental permits, licenses, certificates,
approvals, variances and other entitlements for use ("Permits") necessary for the construction,
installation and operation of the Generating Facility. Landlord hereby gives its consent to any
action taken by Tenant in applying for any and all Permits Tenant finds necessary or desirable
for the operation of the Generating Facility, and Landlord hereby appoints Tenant its agent for
applying for such Permits and agrees to assist Tenant in obtaining the Permits, if necessary.
Tenant will carry out the activities set forth in this Section 5 in accordance with all applicable
laws, rules, codes and ordinances and in such a manner as will not unreasonably interfere with
Landlord's operation or maintenance of the Property.
(c) Landlord acknowledges and agrees that despite that portions of the
Generating Facility may be affixed to the Site, (i) Tenant or its Affiliate is the exclusive owner
and operator of the Generating Facility, (ii) the Generating Facility shall not be construed to be a
fixture, (iii) Tenant or its Affiliate or transferee is the exclusive owner of the electricity generated
by the Generating Facility and the Environmental Attributes and Environmental Incentives of the
Generating Facility and (iv) the Generating Facility shall not be sold, leased, assigned,
mortgaged, pledged or otherwise alienated or encumbered (collectively, a "Transfer") with the

fee interest or leasehold rights to the Property or otherwise by Landlord or any other person.
Landlord shall give Tenant at least fifteen (15) days' written notice prior to any Transfer of all or
a portion of the Property identifying the transferee, the portion of Property to be transferred and
the proposed date of Transfer. Landlord shall require any transferee to acknowledge and consent
to the terms of this Lease. Landlord agrees that this Lease and the easements and rights granted
in Section_2 of this Lease shall constitute covenants running with the Property and the Easement
Lands and shall survive any Transfer of the Property.
6. ACCESS
Landlord will make available to Tenant continuous and uninterrupted access to the
Generating Facility and the Site and the Easement Lands for the purposes set forth in this Lease.
Tenant shall cooperate with Landlord to minimize disruption of the operations of Landlord at the
Property. Despite anything to the contrary in this Lease, Tenant shall be permitted to access the
Site and the Easement Lands twenty-four (24) hours a day, seven (7) days a week as reasonably
determined by Tenant. Upon reasonable advance notice to Landlord, Tenant shall have access
during normal business hours to any and all historic documents, drawings, plans, correspondence
and memoranda in the possession or control of Landlord which relate to the Property and which
may be needed for regulatory planning or permitting purposes.
7. REPRESENTATIONS AND WARRANTIES, COVENANTS OF
LANDLORD
(a) Landlord represents and warrants to Tenant that there are no
circumstances known to Landlord, and no commitments to third parties, that may damage, impair
or otherwise adversely affect the Generating Facility or its construction, installation or function
(including activities that may adversely affect the Generating Facility's exposure to sunlight).
Landlord represents and warrants to Tenant that there are no liens, security interests or other
encumbrances on the Site or the Easement Lands, except as disclosed on Schedule 7A attached
hereto ("Permitted Liens"). Landlord covenants to Tenant that it will not cause, create, incur,
assume, permit or suffer to exist any liens, security interests or other encumbrances on the Site or
the Easement Lands, except for the Permitted Liens. Landlord represents and warrants to Tenant
that, except as described in Schedule 7B attached hereto, the Landlord has not used, stored,
handled or disposed of Hazardous Materials on or about the Property or the Easement Lands and,
to the Landlord's knowledge, no prior owner of the Property or the Easement Lands or any
tenant, subtenant, prior tenant or prior subtenant have used, stored, handled or disposed of
Hazardous Materials on or about the Property or the Easement Lands.
(b) Landlord covenants that Landlord has lawful title to the Property and the
Easement Lands and full right to enter into this Lease and that Tenant shall have quiet and
peaceful possession of the Site and the Easement Lands throughout the term of this Lease. To
the extent, if any, that any third party has legal title to the Site or the Easement Lands or any
other claim, lien, encumbrance or right of possession on or against the Property or the Easement
Lands, Landlord will obtain such consents or other written documents as are required in order to
evidence the consent of such third party to the transactions contemplated by this Lease, the
acknowledgement by such third party of the interest of Tenant under this Lease and in the
Property and the Easement Lands and the agreement of such third party not to disturb or interfere

with Tenant's use and occupancy of the Site and the Easement Lands pursuant to this Lease,
which agreement shall be in form and substance acceptable to Tenant. If Landlord fails to obtain
an executed agreement from a third party in accordance with this paragraph within twenty (20)
days after Tenant's request, Tenant shall have the right (without waiving any other remedies) to
terminate this Lease and to recover from Landlord all rents paid to Landlord through the date of
termination.
(c) Landlord will not initiate or conduct activities that it knows or reasonably
should know may damage, impair or otherwise adversely affect the Generating Facility or its
function (including activities that may adversely affect the Generating Facility's exposure to
sunlight). Landlord will not conduct maintenance to the Property or the Site or the Easement
Lands that is reasonably likely to damage, impair or otherwise adversely affect the Generating
Facility or its function. Landlord represents and warrants to Tenant that there are no existing or,
to Landlord's knowledge, threatened expropriation proceedings, or contemplated sales in place
of expropriation, involving a partial or total taking of the Property or the Site or the Easement
Lands.
(d) Landlord acknowledges that the Generating Facility may be inadvertently
damaged, impaired or otherwise adversely affected by routine activities and operations of
Landlord's personnel or licensees on the Site or the Easement Lands. Landlord further agrees
that Landlord shall be responsible and liable for any damage, impairment or other adverse effect
caused by Landlord's personnel or licensees on the Site or the Easement Lands, whether or not
due to any negligence or wilful misconduct on the part of Landlord.
(e) In addition to the foregoing, with respect to any property on which the
Generating Facility is to be installed, if Landlord has an existing mortgage or enters into a
mortgage after the Effective Date of this Lease, Landlord and Tenant shall enter into an
agreement with such mortgagee subordinating such mortgage to this Lease, providing for non -
disturbance in favour of Tenant (so long as Tenant is not in default under this Lease) and
otherwise on terms and conditions reasonably satisfactory to Tenant. Landlord acknowledges
that without such agreements by superior mortgagees, Tenant may not be able to finance and
build the Generating Facility at the Site.
(f) Landlord represents and warrants that the Property and the Easement
Lands comply with all applicable laws and that Landlord has not received any written notice of
violation of any applicable laws affecting the Property or the Easement Lands that remains
unresolved. Landlord shall notify Tenant promptly if Landlord receives any notice of any actual
or alleged violation of applicable laws with respect to the Property or the Easement Lands.
(g) Landlord represents and warrants that none of Landlord, the Property or
the Easement Lands is subject to any pending lawsuit, arbitration or other legal proceeding that
could affect Landlord's ability to perform its obligations under this Lease or Tenant's rights
under this Lease and, to Landlord's knowledge, no such lawsuit or other legal proceeding has
been threatened.
(h) Landlord represents and warrants that Landlord is the sole owner of the
Property. Landlord represents and warrants that Landlord and each person signing this Lease on

behalf of Landlord has the full and unrestricted power and authority to execute and deliver this
Lease and grant the rights herein granted. Landlord represents and warrants that all parties
having a surface ownership interest (as opposed to ownership of subsurface or mineral right
interests) in the Property have signed this Lease. Landlord hereby releases and waives all rights
under and by virtue of any applicable homestead exemption laws as to this Lease and the rights
granted hereunder.
(1) Landlord agrees that within ten (10) days after receipt of a written request
by Tenant it shall- (a) join in all grants for rights -of -way and easements for electric and other
public utilities and facilities and any other electric power purpose including any power
transmission line as Tenant shall deem necessary or desirable for its development and use of the
Site; and (b) join with Tenant in requesting any and all zoning changes or other land use permits
and/or approvals necessary for Tenant's development and use of the Site as contemplated by this
Lease.
8. TERM/TERMINATION
(a) The term of this Lease ("Term") shall commence on the Commercial
Operations Date and, unless earlier terminated pursuant to this Section 8, expire fifteen (15)
years thereafter (the "Initial Term"). Tenant shall have the option to extend the Term for four (4)
additional five (5) year periods (each an "Extended Term"), commencing upon the expiration of
the preceding term and expiring at midnight on the day prior to the fifth (51h) anniversary of the
commencement of the then current Extended Term, upon the terms and conditions herein set
forth. Tenant shall deliver written notice of Tenant's intention to exercise such extension not
less than six (6) months prior to the expiration of the Initial Term and first Extended Term.
(b) The occurrence of any of the following events shall terminate this Lease:
(i) The expiration of the term of this Lease as set out above in this
Section 8;
(ii) The written agreement of the parties to terminate this Lease;
(iii) An uncured material breach of this Lease by either party and the
election of the non -breaching party to terminate this Lease;
(iv) Subject to the rights of Lenders set forth in Section 13, Tenant's
failure to operate the Generating Facility for a continuous period of at least twenty-four
(24) months for reasons other than Unavoidable Delay; or
(v) Tenant's delivery of not less than ninety (90) days advance written
notice to Landlord of Tenant's election to terminate this Lease.
9. REMOVAL
Tenant shall be entitled to remove the Generating Facility or any part thereof and
any related equipment from the Site or the Easement Lands at any time upon reasonable notice to
Landlord and shall be obligated to remove the Generating Facility within one hundred eighty
L1

(180) days after the expiration or other termination of the term of this Lease. In the event that
Tenant fails to remove the Generating Facility within one hundred eighty (180) days of
expiration or other termination of this Lease, in addition to all other rights and remedies of
Landlord, Tenant shall pay to Landlord holdover Rent on a pro rata basis until the Generating
Facility is removed.
10. INSURANCE
(a) Tenant shall, during the term of this Lease, obtain, maintain and keep in
full force and effect, commercial general liability insurance applying to the use and operation of
the Generating Facility in the following amounts:
Limits:
(i) Commercial General Liability
Aggregate
& Completed Operations Aggregate
;urrence
Injury (Advertising Injury excluded)
cage, Any One Fire
Payments, Each Person
(ii) Excess Liability
Limit: ■_Aggregate
(b) All policies of insurance provided for herein shall be issued by insurance
companies qualified to do business in the State of North Carolina, shall be Best rated A or better,
shall name the other party as an additional insured, and shall provide that they may not be
cancelled by the insurer for nonpayment of premiums or otherwise or be terminated or lapse of
their own accord or by their own terms until at least thirty (30) days (or at least ten (10) days in
the event of non-payment of premiums) after service by registered or certified mail of notice of
the proposed cancellation upon all parties named in such policies as insureds. All public
liability, property damage and other casualty policies shall be written as primary policies, not
contributing with any other coverage which the other party may carry. Tenant shall deliver to
Landlord copies of the policies for all the insurance required to be carried by Tenant under this
Lease, or certificates evidencing the existence and the amounts of such insurance, or renewals of
them or binders to them, if applicable, (i) within ten (10) days after the Effective Date, and (ii) at
least ten (10) days prior to the expiration of any such policies. Subject to Landlord's right to
approve Tenant's net worth and self-insurance program, which approval shall not be withheld
unreasonably, Tenant may elect to self -insure any or all of the risks and liabilities to be covered
by the insurance policies described in Section 10(a) above.
11. TAXES
(a) Tenant shall pay all personal property taxes, possessory interest taxes,
business or license taxes or fees, service payments in lieu of such taxes or fees, annual or
10

periodic license or use fees, excises, assessments, bonds, levies, fees or charges of any kind
which are assessed, levied, charged, confirmed, or imposed by any public authority due to
Tenant's use and operation of the Generating Facility (or any portion or component of it), except:
(i) real and personal property taxes and assessments and reassessments relating to the Property
(including the Site); (ii) inheritance or estate taxes imposed upon or assessed against the Property
(including the Site), or any part of it or interest in it; (iii) taxes computed upon the basis of the
net income or payments derived from the Site by Landlord or the owner of any interest in it; (iv)
taxes imposed on the capital invested in the Property or the Site; (v) any corporate income,
profits, excess profits, and business tax imposed upon the income of Landlord and any other
impost of a personal nature charged or levied against Landlord; and, (vi) taxes, fees, service
payments, excises, assessments, bonds, levies, fees or charges of any kind that are adopted by
any public authority after the date of this Lease. Landlord shall pay all amounts in connection
with clauses (i) to (vi) inclusive of this Section I I(a) and if Landlord shall fail to do so prior to
the delinquency of such taxes or other amounts, Tenant shall have the right to pay such amounts,
in which case Landlord shall reimburse Tenant for such amounts upon Tenant's written demand.
(b) Despite the foregoing provisions in Section 11(a), if the Property
experiences any increase in the amount of real property taxes assessed solely as a result of the
installation of the Generating Facility on the Site, including any reclassification of the Property,
Tenant shall pay or reimburse Landlord an amount equal to the increase no later than ten (10)
days prior to the date each year on which the applicable real estate taxes are due to be paid,
provided that Landlord provides Tenant with copies of the applicable current and past statements
of real estate taxes payable for the Property and any related information demonstrating the
reasons for any increase in real estate taxes.
(c) Tenant may contest the legal validity or amount of any taxes, assessments,
or other charges for which it is responsible under this Lease, and may institute such proceedings
as it considers necessary. Tenant shall bear all expenses in pursuing such contest or proceeding.
With respect to any taxes for which Tenant is responsible that may constitute a lien on the
Property, Tenant shall promptly pay such taxes unless the proceeding in which it contests such
tax shall operate to prevent or stay the collection of the taxes so contested or unless Tenant
removes any such lien by bonding or otherwise. Landlord agrees to render to Tenant all
reasonable assistance, at no cost or expense whatsoever to Landlord, in contesting the validity or
amount of any taxes, assessments or charges, including joining in the signing of any reasonable
protests or pleadings which Tenant may reasonably deem advisable to file; provided, however,
that Tenant shall reimburse Landlord for its reasonable attorneys' fees incurred in connection
with providing such assistance.
12. LIABILITY AND INDEMNITY
(a) Indemnification. Each party (the "Indemnifying Party") agrees to
defend, indemnify and hold harmless the other party and the other parry's officers, directors,
shareholders, members, managers, employees, representatives, mortgagees and agents
(collectively the "Indemnified Party") against any and all losses, damages, claims, expenses
and liabilities for physical damage to property and for physical injury to any person, including
reasonable lawyers' fees, to the extent resulting from or arising out of (i) any operations or
activities of the Indemnifying Party on the Site or the Easement Lands; (ii) any negligent or
11

intentional act or omission on the part of the Indemnifying Party; or (iii) any breach of this Lease
by the Indemnifying Party. This indemnification shall not apply to losses, damages, claims,
expenses and liabilities to the extent caused by any negligent or intentional act or omission on
the part of the Indemnified Parry. This indemnification shall survive the termination of this
Lease.
(b) No Consequential Damages. Despite any provision in this Lease to the
contrary, neither Tenant nor Landlord shall be liable to the other for incidental, consequential,
special, punitive or indirect damages, including without limitation, loss of use, loss of profits,
cost of capital or increased operating costs, arising out of this Lease whether by reason of
contract, indemnity, strict liability, negligence, intentional conduct, breach of warranty or from
breach of this Lease. The foregoing provision shall not prohibit Tenant or Landlord from
seeking and obtaining general contract damages for a breach of this Lease.
(c) Surface Damage. The parties anticipate and acknowledge that Landlord
may suffer damage to crops, grass, fences, and other property or improvements on the Property
during Tenant's construction, installation, decommission, relocation, and maintenance of the
Generating Facility on the Site. Tenant shall pay Landlord fair compensation for any such losses
or damage, and, if the parties cannot reach agreement on the amount that would constitute fair
compensation, the issue shall be submitted to arbitration by a single arbitrator to be agreed upon
by the parties. However, after construction is complete, Tenant shall not be responsible to pay
Landlord any losses of income, rent, business opportunities, profits or other losses arising out of
Landlord's inability to grow crops or otherwise use the Property (including the Site) or the
Easement Lands.
(d) Surface Damage Upon Termination/Decommission. Upon termination of
this Lease or the decommissioning of the Generating Facility located on the Site, Tenant shall
bear all costs and expenses of removing the Generating Facility and all equipment associated
with it, with damages to Property being assessed and determined as set out in Section 12(c).
(e) Waiver. The express remedies and measures of damages provided for in
this Lease shall be the sole and exclusive remedies for a party under this Lease and all other
remedies or damages at law or in equity are waived.
13. ASSIGNMENT AND SUBLETTING; PROTECTION FOR LENDERS
(a) Neither party shall have the right to assign any of its rights, duties or
obligations under this Lease without the prior written consent of the other party, which consent
shall not be unreasonably withheld. Despite the foregoing, Tenant or its successors or assigns or
sublessees may, without securing Landlord's consent, assign any of its rights, duties or
obligations under this Lease, provided that any such assignee agrees in writing to be bound by
the terms and conditions of this Lease and such assignment is: (i) to one or more of Tenant's
Affiliates; (ii) to any present or future purchaser or lessee of the Generating Facility and/or the
power generated by the Generating Facility; (iii) to any person or entity succeeding to all or
substantially all of the assets of Tenant; (iv) to a successor entity in a merger or acquisition
transaction; or (v) to one or more lenders (a "Lender") (whether they are Affiliates of or third
parties to Tenant) in connection with a financing (including a tax equity financing or a financing
A

by sale -and -leaseback). The Tenant shall notify the Landlord of any assignment of its rights,
duties or obligations under this Lease. Following any such assignment in subsections (i) through
(iv) above, the assigning Tenant shall be released from any obligations arising under this Lease
from and after the date of such assignment.
(b) Tenant and its successors and assigns may, at any time and from time to
time, without securing Landlord's consent, sublease or grant sub -easements with respect to any
or all of Tenants right, title and interest in this Lease to any person or entity. With respect to
any such sublease or sub -easement: (i) the term thereof shall not extend beyond the term of this
Lease; (ii) such sublease or sub -easement shall be expressly made subject to all of the terms and
conditions of this Lease; and (iii) no such sublease or sub -easement shall be effective unless in
writing. Landlord agrees to enter into a non -disturbance and attornment agreement with any
sublessee or holder of a subeasement in a form reasonably approved by Landlord.
(c) With respect to an assignment pursuant to clause (v) of Section 13(a),
Landlord acknowledges and agrees that, upon receipt of written direction by Lender, and despite
any instructions to the contrary from Tenant, Landlord will recognize: Lender (or any third party
to whom Lender has further assigned the rights of Tenant under this Lease), as the proper and
lawful Tenant under this Lease of the Site with all of the rights and obligations of the Tenant
under this Lease so long as Lender (or its assignee) performs the obligations of Tenant under this
Lease; and, Lender's leasehold mortgage or other security from Tenant and Lender's rights to
realize under such security.
(d) Landlord shall be protected and shall incur no liability in acting or
proceeding in good faith upon any such foregoing written notice and direction by Lender that
Landlord shall in good faith believe (i) to be genuine and (ii) a copy of which to have been
delivered to Tenant. Landlord shall be under no duty to make any investigation or inquiry into
any statements contained or matters referred to in any such foregoing notice and direction, but
may accept and rely upon them as conclusive evidence of the truth and accuracy of such
statements.
(e) Landlord and Tenant agree as follows with respect to Lenders:
(i) They will not cancel, modify or terminate this Lease without the
prior written consent of each of the Lenders.
(ii) Landlord agrees to notify Lender in writing (at the address to be
designated by Lender upon not less than five (5) Business Days' written notice to
Landlord prior to any notice by Landlord hereunder) of any act or event of default of
Tenant under the Lease of which Landlord has knowledge that would entitle Landlord to
cancel, terminate, annul or modify the Lease or dispossess or evict Tenant from the Site
or otherwise proceed with enforcement remedies against Tenant. Lender shall have the
same amount of time as Tenant, plus an additional ten (10) days with respect to any
monetary default and an additional thirty (30) days with respect to any non -monetary
default, to cure any default by Tenant under the Lease and Landlord shall accept such
performance as if such performance was done by Tenant itself, provided that in no event
shall Lender be obligated to cure any such default.
13

(iii) If within such thirty (30) day period a Lender notifies Landlord
that it must foreclose on Tenant's interest or otherwise take possession of Tenant's
interest under this Lease in order to cure the default, Landlord shall not terminate this
Lease and shall permit such Lender a sufficient period of time as may be necessary for
such Lender, with the exercise of due diligence, to foreclose or acquire Tenant's interest
under this Lease and to perform or cause to be performed all of the covenants and
agreements to be performed and observed by "Tenant. Upon the sale or other transfer of
any interest in the rights granted hereunder by any Lender, such Lender shall have no
further duties or obligations hereunder.
(iv) In case of the termination of this Lease as a result of any default or
the bankruptcy, insolvency or appointment of a receiver in bankruptcy for Tenant,
Landlord shall give prompt notice to the Lenders. Landlord shall, upon written request of
the first priority Lender, made within forty (40) days after notice to such Lender, enter
into a new lease with such Lender, or its designee, within twenty (20) days after the
receipt of such request. Such new lease shall be effective as of the date of the termination
of this Lease by reason of default by Tenant, and shall be for a term equal to the
remainder of the Term of this Lease and upon the same terms, covenants, conditions and
agreements as contained in this Lease. Upon the execution of any such new lease, the
Lender shall (a) pay Landlord any amounts which are due Landlord from Tenant, (b) pay
Landlord any and all amounts which would have been due under this Lease (had this
Lease not been terminated) from the date of the termination of this Lease to the date of
the new lease, and (c) agree in writing to perform or cause to be performed all of the
other covenants and agreements set forth in this Lease to be performed by Tenant,
including but not limited to the agreement for indemnification, to the extent that Tenant
failed to perform the same prior to the execution and delivery of the new lease.
(v) Landlord waives any lien it may have, by operation of law or
otherwise, in and to the Generating Facility or to any personal property of Tenant.
Landlord further agrees to notify any purchaser of the Property, and any subsequent
mortgagee or other encumbrance holder, of the existence of the foregoing waiver of
Landlord's lien, which shall be binding upon the executors, administrators, successors
and transferees of Landlord, and shall inure to the benefit of the successors and assigns of
Lender.
(vi) Landlord consents to Lender's security interest in the Generating
Facility and waives all right of distraint or seizure for rent and all claims and demands of
every kind against the Generating Facility, such waiver to continue so long as any sum
remains owing from Tenant to the Lender. Landlord agrees that the Generating Facility
shall not be subject to distraint or execution by, or to any claim of, Landlord.
(vii) Landlord hereby irrevocably agrees and consents to refrain from
taking any action to bar, restrain or otherwise prevent a Lender from the Site and the
Property and the Easement Lands for the purpose of inspecting the Generating Facility.
(viii) At the request of Lender, Landlord shall enter into an agreement
with Lender providing for the matters set out above in this Sections 13 (a) toe),
14

inclusive, affecting Lender, on terms satisfactory to Lender, Landlord and Tenant, each
acting reasonably.
14. EVENTS OF DEFAULT
Each of the following shall constitute an event of default, which shall permit the
non -defaulting party to pursue such remedies as may be available at law or equity (subject to
Section 12(b) and Article 13):
(a) any failure by Tenant to pay any rent pursuant to Article 4 when due
hereunder if the failure to pay continues for thirty (30) days after written notice from Landlord;
or
(b) any other material breach of this Lease by either party that continues for
thirty (30) days after written notice of default from the non -defaulting party or, if the cure will
take longer than thirty (30) days, the length of time necessary to effect cure as long as the
defaulting party is making diligent efforts to cure during that time.
15. CONDEMNATION
Should title or possession of all of the Property or the Easement Lands be taken in
condemnation proceedings by a government agency, governmental body or private party under
the exercise of the right of eminent domain, or should a partial taking render the remaining
portion of the Property or the Easement Lands wholly unsuitable for Tenant's use, then this
Lease shall terminate upon such vesting of title or taking of possession. In the event of
condemnation of only a portion of the subject Property or the Easement Lands, Tenant shall have
the right to terminate this Lease upon written notice to Landlord. Also, Tenant or Tenant's
designee or assignee shall have the right to participate in any settlement discussions involving
Landlord and the condemning authority. Landlord shall receive all condemnation payments
except that Tenant is entitled to any amount awarded to compensate for: 1) the removal or
relocation of the Generating Facility; 2) loss or damage to any portion of the Generating Facility
which Tenant cannot remove or is required not to remove; and 3) loss of use or value of this
Lease.
16. MISCELLANEOUS
(a) Governing Law. This Lease will be governed by and construed in
accordance with the laws of the State of North Carolina.
(b) Jurisdiction. Each party agrees: (i) that any action or proceeding relating
to this Lease may (but need not) be brought in any court of competent jurisdiction in the State of
North Carolina, and for that purpose now irrevocably and unconditionally submits to the
jurisdiction of such court in the State of North Carolina; (ii) that it irrevocably waives any right
to, and will not, oppose any such action or proceeding in the State of North Carolina on any
jurisdictional basis, including forum non conveniens; and (iii) not to oppose the enforcement
against it in any other jurisdiction of any judgment or order duly obtained from a court of the
State of North Carolina as contemplated by this Section 16(b).
15

(c) Notices. Any notice or communication required or permitted under this
Lease shall be given in writing, sent by (a) personal delivery delivered by a representative of the
party giving such notice, or (b) overnight delivery by recognized overnight courier, or (c) fax,
addressed as follows.
If to Tenant:
County Home Solar Center, LLC
321 East Main St., Suite 300
Charlottesville, VA 22902
Attn: Nelson Teague
If to Landlord:
Steve W. and Glenda Cline
1129 County Home Rd.
Shelby, NC 28152
or to such other address or to the attention of such other person as hereafter shall be designated in
writing by the applicable party sent in accordance with this Section. Any such notice or
communication shall be deemed to have been delivered: if by personal delivery, when actually
received by the addressee or a representative of the addressee at the address provided above; or,
if by fax, upon electronic confirmation of receipt by the receiving fax machine.
(d) Publici . Except as otherwise required by law, government regulations or
the requirements of any securities exchange, neither party shall make any public release or
announcements regarding this Lease or the subject matter hereof without the other parry's
written consent.
(e) Severability. If any clause, provision or section of this Lease is ruled
invalid by any court of competent jurisdiction, the invalidity of such clause, provision or section
shall not affect any of the remaining provision s herein.
(f) Entire Agreement. This Lease constitutes the entire agreement between
the parties pertaining to the subject matter of this Lease and supersedes all prior agreements,
understandings, negotiations and discussions, whether oral or written. There are no conditions,
warranties, representations or other agreements between the parties in connection with the
subject matter of this Lease (whether oral or written, express or implied, statutory or otherwise)
except as specifically set out in this Lease.
(g) Counterparts and Fax or Email/Pdf. This Lease may be executed in
counterpart or by fax, or by emailing .pdf or other compressed digital files, or any combination
of the foregoing. All counterparts together shall constitute one and the same Lease.
(h) Amendments. No amendment or modification of this Lease shall be
binding unless in writing and duly executed by both parties.
(i) Further Assurances. Each of the parties shall from time to time do all such
further acts and execute and deliver all such further documents as shall be reasonably required in
order to fully perform and carry out the terms, intent and purposes of this Lease.
16

0) Estoppel Certificates. Either party, without charge, at any time and from
time to time, within ten (10) Business Days after receipt of written request by the other party to
this Lease, shall deliver a written certificate, duly executed, certifying to such requesting party
(or any other Person specified by such requesting party):
(1) that this Lease is unmodified and in full force and effect, or if it
has been modified, that the Lease is in full force and effect as so modified, and
identifying any such modification;
(ii) whether, to the knowledge of such party, there are then existing
any offsets or defenses in favor of such party against the enforcement of any of the terms,
covenants and conditions of this Lease and, if so, specifying them, and also whether, to
the knowledge of such party, the other party has observed and performed all of the terms,
covenants and conditions on its part to be observed and performed, and, if not, specifying
them;
(iii) the dates to which rent and all other charges under this Lease have
been paid; and
(iv) such other information or statements regarding the status of this
Lease as may be reasonably requested by a party or a party's lender.
Any such certificate given under this Lease may be relied upon by the recipient of
it, except to the extent the recipient has actual knowledge of facts contrary to those contained in
the certificate.
(k) Registration. Landlord consents to and hereby appoints Tenant as its
attorney in fact for the purpose of registering a short -form or memorandum of this Lease in the
applicable land registry -office where the Site is located. Tenant shall be entitled to, and is hereby
authorized to, file one or more financing statements or notices of security interest in such
jurisdictions as it deems appropriate with respect to the Generating Facility in order to protect its
rights in the Generating Facility or in connection with the grant of a security interest in the
Generating Facility to any Lender. Landlord agrees to execute a short -form or memorandum of
this Lease upon request by Tenant.
(1) Unavoidable Delay. If either party to this Lease shall be unable to
perform any of the terms, obligations, or conditions contained in this Lease due to Unavoidable
Delay, then such party shall be deemed not to be in default under the Lease for the period of such
delay and the time for the performance of any such term, obligation or condition shall be
extended for the period of such delay. However, despite anything contained in this Lease to the
contrary, nothing in this subsection shall relieve the Tenant from payment of rent as required in
this Lease and insolvency or lack of funds shall not relieve any party to this Lease from
fulfilment of any obligation arising from any part of this Lease.
(m) Attorneys Fees. In the event of litigation or arbitration for the
interpretation, enforcement, termination or cancellation hereof, or for damages resulting from a
default hereunder, or which in any manner relates to this Lease, the prevailing party shall be
17

entitled to recover from the other party an amount equal to its actual, reasonable and verifiable
out-of-pocket expenses, costs and attorneys' fees incurred in connection therewith.
[Signature page to follow]
18

IN WITNESS OF WHICH, the parties have executed and delivered this Lease as
of the date first set out above.
LAND D;
BY:, - —
Steve W. Cline
_y BY i �t�:. _ L& vim_
GIenda Cline
Stefanic Cline Harrill
By
Brandon Harr �
'Shelley day e
TENANT:
County Home Solar Center, LLC, a North Carolina
limited liability company
By: —D�
NAlson S. Teague",ana er
Exhibits:
A — Property
B - Site
C - Easement Lands
Schedules:
7A — Permitted Liens
713 - Hazardous Materials
19

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Schedule 7B
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