SW3210403_Letter of Agreement_20210722

DocuSlgn Envelope ID: ICEC2284-El BB-4020-ABC7-6866FD56E;561
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Industrial Real Estate
April 8, 2021
Re: W almart .Facility #6070 Shelby, NC
Access Easement Deal
This Letter Agreement is intended to formalize consideration for the Access Easement between
Wal-Mart Real Estate Business Trust and 233 Randolph 74 Solar 1, LLC, dated in April 8, 2021.
For business reasons, the parties to this Letter Agreement desire to keep the exact amount of
consideration confidential and have determined to leave this amount out of the public agreement(s)
pertaining to the transaction.
By signing below, 233 RANDOLPH 74 SO[AR.I, LLC agrees to compensate Walmart in the amount of
twenty- six thousand dollars ($26,000), plus other good and valuable consideration as stipulated
within the agreement(s), for the Access Easement. This amount is clue upon execution of the
agreetnent(s) pertaining to this deal.
Please mail the payment to Wal-Mart Stores lnc., P.O. Box 502215, St Louis, MO 63150-2215—
with the following reference "Attn: Industrial Real Estate team for easement at 6070 Shelby, NC".
Please send an electronic copy of the check to my attention at [e-mail].
Thank you,
(�li�4nu,t, (,ucaS
Wynne Lucas
Sr. Real Estate Manager
Waimart Industrial Real Estate
F
Acce iN ate weed to this -e day of
c Y
320ii i B9 e 1 H 784 611,..
For: 233 RANDOLPH 74 SOLAR I, LLC (Company)

ACCESS EASEMENT
THIS ACCESS EASEMENT ("Easement") is entered into as of the day of
20 , by and between WAL-MART STORES EAST, LP, a Delaware limited
partnership with an address of 702 S.W. 8"' Street, Bentonville, AR 72716 and with notices sent
to 2608 SE J Street, Bentonville, AR 72716-5515, Attention: Industrial Real Estate, TN
("Wal-Mart"); and 233 RANDOLPH 74 SOLAR 1, LLC, a Limited Liability Company with an
address of 11330 Vanstory Dr Suite 101 Huntersville, NC 28078, Attention: Wayne Marshall
("Grantee").
WITNESSETH
WHEREAS, Wal-Mart is the owner of that certain tract or parcel of land situated in the
City of Shelby, County of Cleveland, State of North Carolina, identified as Tax Parcel 28316, and
as Tract 1 on the site plan attached hereto as Exhibit "A" ("Tract 1 "); and
WHEREAS, Grantee is or will be by the time this instrument is recorded the owner of that
23.54 acres, more or less, tract or parcel of land in the same city, county, and state, Tax Parcel
ff51544, which tract lies adjacent to Tract 1 and is identified as Tract 2 on Exhibit "A" and more
fully described on Exhibit "B" ("Tract 2"); and
WHEREAS, Grantee has requested from Wal-Mart, and Wal-Mart is desirous of granting
to Grantee, a non-exclusive easement for pedestrian and vehicular ingress and egress over and
across that portion of Tract 1 identified as thy: Access Area on Exhibit "A" and more fully described
on Exhibit "C" ("Access Area").
NOW THEREFORE, in consideration of one dollar ($1.00) and other good and valuable
consideration, Wal-Mart does hereby grant to Grantee a non-exclusive easement for vehicular and
pedestrian ingress and egress (but not parking) over and across the Access Area for access to and
from Tract 2, subject to the following terms and conditions to which the parties hereto do hereby
agree:
I . Grant of Easement and Use of Access Area. Wal-Mart hereby grants to Grantee a
non-exclusive easement for pedestrian and vehicular ingress and egress (but not parking) over and
across the Access Area. The ingress and egress rights granted hereby may be used non -exclusively
by, and are limited to, Grantee and its tenants and their respective customers, vendors, and
employees directly associated with the business operation to be located on Tract 2. Only passenger
vehicles, service trucks and pedestrian traffic associated with Tract 2 may use the Access Area,
but nothing herein shall be construed to limit or restrict ingress or egress associated with Tract
1 or any part thereof. Grantee shall not be allowed to use the Access Area for heavy truck traffic,
except during construction or decommissioning of the solar farm, delivering merchandise to the
business operation to be located on Tract 2 or parking of any kind. Wal-Mart shall have the right,

at Wal-Mart's sole discretion and expense to relocate the Access Area upon Wal-Mart's property,
without interruption of access to Tract 2. Upon termination of this Easement, Grantee shall provide
a release and extinguishment of all Grantee's rights granted hereunder in recordable form.
2. Restrictions. Grantee covenants that Tract 2 will only be used for purposes of the
kind typically found in solar farms, and for no other purpose without the prior written consent of
Wal-Mart, or its successors. Grantee further covenants that Tract 2 shall not be used for or in
support of the following: (i) a discount store including but not limited to, a variety, general or
"dollar" type store in excess of eight thousand (8,000) square feet in floor size, wholesale
membership/warehouse club, grocery store/supermarket, pharmacy/drug store; (ii) car wash,
convenience store, gas station, quick Tube/oil change facility, automobile tire sales; (iii) movie
theater, bowling alley, health spa/fitness center; (iv) adult book store, adult video store (an adult
video store is a video store that sells or rents videos that are rated NC-17, X, XX, XXX, or of a
rating assigned to works containing material more sexually explicit than XXX, by the film rating
board of the Classification and Rating Administration), pawn shop, bar, night club, billiard parlor,
any place of recreation/amusement, or any business whose principal revenues are from the sale of
alcoholic beverages; or (v) any business whose major source of business is derived from the
cashing of checks or making loans. This is not to exclude the regular business of any bank or
financial institution insured by the F.D.I.C.
3. Maintenance. (a) Grantee shall maintain or repair the Access Area, Grantee will do
that at its sole expense. Grantee shall not change the grade or elevation of the Access Area after
initial development and construction of the access road without the permission of Wal-Mart. Any
major repair or maintenance performed within the Access Area must be preceded by a thirty (30)
day written notice to Wal-Mart. If Grantee fails to reasonably maintain the Access Area, Wal-Mart
shall have the right to make said repairs or maintenance. Wal-Mart shall notify Grantee in writing
of its intention to move forward with repairs and/or maintenance. If Grantee does not make the
repairs or address the maintenance concerns within thirty (30) days, Wal-Mart can proceed with
the repairs and/ or maintenance. Grantee shall then reimburse Wal- Mart for its costs in addition
to a 5% administration fee. Grantee shall reimburse Wal-Mart within 30 days of notice for
payment.
(b) Grantee shall, if in the process of developing the Access Area, Grantee encounters
any irrigation equipment previously installed by Wal-Mart in the Access Area, Grantee shall
disconnect and relocate any such equipment at Grantee's sole cost. If Grantee encounters any
utility lines under the Access Area, Grantee shall encase said lines in order to protect same. If it is
necessary for Grantee to remove trees or any other type of planted landscaping, it shall relocate
same adjacent to the Access Area in a location acceptable to Wal-Mart. This requirement does not
apply to the clearing of natural areas for construction of the access road.
4. Damage to Access Area, _or Other Improvements. (a) If, in the process of
developing Tract 2, Grantee damages, breaks, destroys, or in any way impairs the Access Area, or
any other improvements of Wal-Mart, Wal-Mart in its sole discretion, may reasonably require
Grantee to either: (i) restore at Grantee's sole cost and expense the Access Area, or Wal-Mart's
improvements, to their original quality and condition; or (ii) Wal-Mart may restore the Access
Area, or improvements, and invoice Grantee for Wal-Mart's costs incurred restoring the damaged
2

Access Area, or improvements; whereupon Grantee agrees to reimburse Wal-Mart within thirty
(30) days of receipt of an invoice for such expenses.
(b) Grantee shall, in the process of developing the Access Area, either move the
existing Wal-Mart chain link perimeter fence, as shown on Exhibit A, or replace the impacted
portion of fence with the same or similar quality of chain link fencing.
(c) Grantee shall, in the process of developing the Access Area, comply with any and
all applicable federal, state, and/or local erosion control and/or stormwater requirements having
jurisdiction, as well as any reasonable erosion control and/or stormwater requirements stipulated
by Wal-Mart, not to exceed those measures used by Wal-Mart on Tract 1.
(d) Grantee shall, in the process of developing the Access Area, utilize geotechnical
fabric as stabilization reinforcement under the Rip -Rap area shown on Exhibit A.
5. Indemnification. Grantee shall indemnify and hold harmless Wal-Mart, Walmart
Inc., and all affiliates and subsidiaries thereto, and all officers, directors, shareholders employees
and agents thereof (collectively the "Wal-Mart Entities"), from any damages or liability to persons
or property that plight arise from the use of the Access Area by Grantee, Wal-Mart Entities'
customers, suppliers, employees, and tenants or anyone else using the Access Area for ingress and
egress to and from Tract 2. Grantee further agrees that Grantee will at all times during the duration
of this easement maintain and pay for comprehensive general liability insurance affording
protection to Wal-Mart and Grantee naming Wal-Mart as an additional insured on the policy or
policies for a combined bodily injury and property damage limit of liability not less than $
2,000,000.00 for each occurrence. Grantee further agrees, upon request to deliver to Wal-Mart a
certificate or certificates from an insurance company or insurance companies satisfactory to Wal-
Mart evidencing the existence of such insurance and naming Wal-Mart as an additional insured.
6. Relocation. Wal-Mart reserves the right in its sole and absolute discretion to modify
or relocate the Access Area provided such modification or relocation does not materially restrict
or prevent ingress and egress to and from Tract 2 and without interruption of access to Tract 2.
7. Compliance. Grantee hereby warrants and represents to Wal-Mart that Grantee in
exercising its rights under this Easement shall comply fully with any federal, state or local laws,
regulations, ordinances, permits or other authorizations. In addition to the other representations
contained herein, Grantee hereby warrants and represents to Wal-Mart that Grantee shall comply
fully with any federal, state or local laws, regulations, ordinances, permits or other authorizations
or approvals or other requirements relating to storm water discharges or the control of erosion
or sediment discharges from construction projects, including but not limited to the Clean Water
Act, 33 U.S.C. § 1251 et seq., and the Storm Water General Permit for Discharges Associated with
Construction Activities (collectively the "Storm Water Requirements") (including without
limitation preparing a Storm Water Pollution Prevention Plan (if applicable) to avoid negatively
impacting any erosion or sediment controls during earth- disturbing activities, if any) in exercising
any rights or privileges under this Easement, Grantee recognizing and affirming Wal-Mart would
not enter into this Easement without this warranty and representation from Grantee. Furthermore,
Grantee hereby warrants and represents to Wal- Mart that Grantee has a policy to (i) comply in all
respects with all immigration laws, statutes, rules, codes and regulations, (ii) properly maintain all
3

records required by the United States Citizenship and Immigration Services (the "USCIS"),
including, without limitation, the completion and maintenance of the Form I-9 for each of
Grantee's employees, and (iii) respond in a timely fashion to any inspection requests related to
such 1-9 Forms. Grantee warrants and represents it has a policy to fully cooperate in all respects
with any audit, inquiry, inspection or investigation that may be conducted by the USCIS of Grantee
or any of its employees. Grantee warrants and represents to Wal-Mart it has a policy to conduct an
annual audit of the 1-9 Forms for its employees and has a policy to promptly correct any defects
or deficiencies which are identified as a result of such audit. Grantee warrants and represents it has
a policy to require all subcontractors performing any work for Grantee to comply with the
covenants set forth in this Section. Grantee recognizes and affirms Wal-Mart would not enter into
this Easement if Grantee did not have such policies.
8. Payment. Any reimbursable due under this agreement (payment reimbursing Wal-
Mart for an expenditure made on behalf of Grantee) should be sent to either of the following
addresses:
(Regular Mail)
Walmart Inc.
P.O. Box 502215
St. Louis, MO 63150-2215
(Overnight Mail)
Walmart Inc.
800 Market St., 4th Floor Lockbox ## 502215
St. Louis, MO 63101
9. Public Grant. Nothing contained herein shall be used or construed as a grant of any
rights to any public or governmental authority or agency.
10. Duration. The agreements contained herein and the rights granted hereby shall run
with the titles to Tract 2 and the Access Area and shall bind and inure to the benefit of the parties
hereto and their respective heirs, successors, and assigns.
11. Change of Owner. 1n the event Grantee conveys or transfers title to Tract 2 to
another patty, Wal-Mart shall be notified thereof within thirty (30) days thereafter. Wal-Mart shall
be provided the name and address of such transferee.
12. Effective Date. This instrument shall become effective on the date first written
above.
13. Headings. The headings of the paragraphs contained herein are intended for
reference purposes only and shall not be used to interpret the agreements contained herein or the
rights granted hereby.
4

14. _Counterparts. This document, and any modifications, may be executed in one or
more counterparts, including by facsimile, all parties need not be signatories to the same
documents, and all counterpart signed documents shall be deemed to be an original and one (1)
instrument.
IN WITNESS WHEREOF, the parties hereto have executed this instrument the day and
year first above written.
WITNESS:
WAL-MART STORES EAST, LP
233 Randolph 74 Solar 1, LLC
WITNESS:
TITLE:
5

ACKNOWLEDGMENT
STATE OF ARKANSAS
ss.
COUNTY OF BENTON
On this l-V" day of JAVq 20 14 , before me, the undersigned notary public
in and for said County and State, p rsanally appeared before me'�r�KP, to
me personally known, who, being by me duly sworn, did say that he/she is 9 r- li t& of
WSE Management, LLC, the general partner of Wal-Mart Stores East, LP, and that said instrument
was signed, sealed and delivered on behalf of said company.
WITNESS my hand and notarial seal subscribed
day and year in this certificate above written.
1112[611
My Commission Expires: s
affixed in said county and state, the
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COMPANY ACKNOWLEDGMENT
STATE OF )
ss.
COUNTY OF )
On this day of , 20_, before me, the undersigned notary public in
and for said County and State, personally appeared before me to me
personally known, who, being by me duly sworn, did say that he/she is of 233
Randolph 74 Solar I, LLC and that the seal affixed to the foregoing instrument is the company
seal of said limited liability company, and that said instrument was signed, sealed and delivered
on behalf of said limited liability company.
WITNESS my hand and notarial seal subscribed and affixed in said County and State the
day of , 20
My Commission Expires:
NOTARY PUBLIC
6

DoeuSlgn Envelope ID: BF7F9070-33CE-4C42-839B-E3Ci6f) 3925BF
11.. Change of OwnershiU. In the event Grantee conveys or transfers title to Tract 2 to
another party, Wal-Mart shall be notified thereof within thirty (30) days thereafter. Wal-Mart shall
be provided the name and address of such transferee.
12. Effective Date. This instrument shall become effective on the date first written.
above.
13. Headings. The headings of the paragraphs contained herein are intended for
reference purposes only and shall not be used to interpret the agreements contained herein or the
rights granted hereby.
14. Counterparts. This document, and any modifications, may be executed in one or
more counterparts, including by facsimile, all parties need not be signatories to the same
documents, and all counterpart signed documents shall be deermed to be an original and one (1)
instrument.
IN WITNESS WHEREOF, the parties hereto have executed this instrument the day and
year first above written.
ATTEST: WAL-MART REAL ESTATE BUSINESS
TRUST
I:_
Assistant Secretary
TITLE:
WITNESS OR ATTEST: 233 RANDOLPH 74 SOLAR I, LLC
Doou5Sgned by:
rrr Authorized signatory

aocuSlgn Envelope ID: BF7F9B70-33Ct-4C42-339B-B3C96OB9256F
TRUST ACKNOWLEDGMENT
STATE OF ARKANSAS )
ss.
COUNTY OF BENTON )
On this day of ^�T , 2Q , before me, the undersigned notary public
in and for said County and State, personally appeared before me to
me personally known, who, being by me, duly sworn, did say that he is Senior Realty Manager of
Wal-Mart Real Estate Business Trust, and that the seal affixed to the foregoing instrument is the
seal of said trust, and that said instrument was signed, sealed and delivered on behalf of said trust
by authority of its Managing Trustee and said acknowledged said
instrument to be the free act and deed of said. trust.
WITNESS my hand and notarial seal subsefibed and affixed in said county and state, the
day and year in this certificate above written.
My Commission Expires:
NOTARY PUBLIC
CORPORATE ACKNOWLEDGMENT
STATE OF b(Al OR (01 � � )
ss.
COUNTY OFQ )
On this day of 2 °(, before me, the undersigned notary public in
and for said County and State, personally appeared before me I i to me
personally know��''n,tt who, being by me duly sworn, did say that he/she is 4 O!Vof
'V�`� �1i~601*_%'' _ .4", ,yr/ "end that the seat affixed to the foregoing instrument is the corporate seal of said
corporation, and that said instrument was signed, scaled and delivered on behalf of said corporation
by authority of its Board of Directors, and said acknowledged said instrument to be the free act
and deed of said corporation. p
WITNESS hand and notarial seal
agc,-M day of
My Commission Expires: '�,
in said County and Mate the
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EXHIBIT "A"
Site Plan of Tract 1
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EXHIBIT `B"
Traci 2
Grantee's Traci le al descri tion
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EXHIBIT"C"
Access Area
(Part of Tract l legal description)
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