Loading...
HomeMy WebLinkAbout04_YB_Appx 04-A_Proof of Land Interest '• Tompkins County Clerk Recording Page Return To Maureen Reynolds, County Clerk HARRIS REACH PLLC Tompkin!5 County Clerk 320 North T1 o9a Street Ikhaca, NY 14850 C607) 2 74-54 31 Document Type. DEED MSC ReceEpt dumber: 2�355121 Grantor(Pa 1) Granter (Piarty 2) BEN SO N, NOR MAN YELLOW BARN SOLAR L.Lr— Foes Tran!&fnr Arrtit= $12,700-00 ReCorOirrrj Fee $20-00 Instrument #= 202.1-00414 TR-584 Fora, Fee $5.O0 Transfer Tax #_ 00100 Pages Fee $35.00 State Surcharge $20.00 State Transfer Tax $132.00 Property located irk Gratarr County Transfer Tax $66.00 Total Fees paid: $278.00 sige of Now York County of Tompkins Rccordcd en January I nth, 2023 at 1.2155 PM with a LOW Pubs Count of 7. Tompkins Gnu nth C lwk This shod conzbtudas ft GkA Is undor"munr mQuir$d by sediara 319-of ft ReaO worry taw ofdha Stgre-af Now Ych* Ks Do Nal Detach 2023-0dat4 0111812023 01:23:55 PM MEMORANDUM OF OPTION THIS MEMORANDUM OF OPTION i"Memorandum of Option")is made and entered into as of S _Ptt��202t-_by and between: Norman Benson,854 Pleasant Valley Road,Groton,NY 13073(referred to herein as"Owner")and Yellow Barn Solar,LLC,a Delaware Limited Liability Company with an address of 2045 Lincoln Highway, Edison,NJ D8817(referred to herein as"Operator"). WHEREAS: A. On the date hereof,the parties have entered into an Option Agreement to Lease Real Property {the"Option Agreement")which by its terms grants Operator an exclusive option to lease property and to obtain certain easements and other rights in order to evaluate the suitability of the Property for purposes of the development,construction and operation of a solar photovoltaic electricity generation and/or energy storage facility(the"Option'),and further grants to Operator present easements for access on and across certain land which is more particularly described in Exhibit 1 attached hereto and incorporated by this reference{the"Property"}; 7 8. The term of the option is for a period beginning on the date hereof and expiring on Sr-f �¢l SS .2DZrunless theretofore exercised; C. If the Option is exercised by Operator or its successors or assigns by delivering a notice of exercise to the Owner,then Operator or such successors or assigns will have a right to cause Owner to enter into a lease agreement for all or a portion of the Property upon the terms and conditions set forth in the Option Agreement;and D. The parties desire to eruter into this Memorandum of Option which is to be recorded in order that third parties may have notice of the interest of operator in the Property and of the existence of the Option to enter into a solar rights use easement covering the Property, as set forth in the Option Agreement,and of certain easements and rights granted to Operator in the Property as part of the Option Agreement. NOW, THEREFORE, in consideration of payments and covenants provided in the Option Agreement to be paid and performed by operator,Owner hereby grants to Operator that certain exclusive Option to enter into a lease agreement covering the Property on the terms and conditions set forth in the Option Agreement,together with certain present easements to use and enjoy the Property,all as more particularly set forth in the Option Agreement.All of the terms,conditions,provisions,and covenants of the Option Agreement are hereby Incorporated into this Memorandum of Option by reference as though fully set forth herein,and the Option Agreement and this Memorandum of Option shall be deemed to constitute a single instrument or document. Should there be any inconsistency between the terms of this Memorandum of Opt[on and the Option Agreement;the terms of the Option Agreement shall prevail. The Option agreement evidenced by this Memorandum of Option may be exercised by the execution by Operator,or its successors,or assigns of a notice of exercise,whereupon all the easements and rights that are set forth in the option Agreement shall,if not effective by their terms prior to delivery of such notice, 2023.ON14 0111812023 01:23:55 PM Immediately become effective and binding upon the Property and Owner,all successive owners of the Property,and the successors and assigns of Owner,all for the benefit of Operator and Its successors and assigns. [Signature pages follow. 2023.00414 DI11812023 DI23'55 PM IN WITNESS WHEREOF,Owner and Operator have executed this Memorandum of Option on the date first above written. OPERATOR Yellow Barn Solar,LLC Name:Eric Millard Title:Chief Commercial Officer Signed,sealed and del- red r d This day of 2020 in the presence of: Unofficial Witness Notarization of Authorized Yellow Barn Solar signature STATE OF l Y4LA 7' Se ] COUNTYOF On the day of C ei LS =� in the year P� before me,the undersigned,a Notary Public in and for said State,personally appea red atL M i,M i,_ personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same I his/her their capa city(l es),and that by his/her/their signatures)on the instrument,the indivIdual(s),or the person upon behalf of which the individuals)acted,executed the document. I N' 5triy hand and official seal: No PHIUP A FELTZ NOTARY PIWA CFI W* C.tfttl&0 50DV 74 1q CDepFHlfz9 F Pbm 1!WM 2023-0pafa 0111812023 01:23:55PM Name:Norman Benson,by Dougla enson as Power of Attorney Title:Owner Signed,sealed and de This.L day of A _ C 2022 in the presence of: unofficial Witness Notarization of Authorized Owner Signature STATE OF W�N Ilyq K } t } COUNTVOF�A&lzyfAlr, } On the 14 day of.A,,q!W�in the year 4Ag'!V__before me,the undersigned,a Notary Public in and for said State,personally appeared w ab 1XS 5np1,*A _ personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s)whose name(s)is (are) subscribed to the within instrument and acknowledged to me tha>51 shelthey executed the same I 2is is erltheir capacity(ies},and that by erltheir signatures}on the instrument,the individuals},or the person upon behalf of which the individualls}acted,executed the document. WITNESS my hand and official seal: MELOOV A.SCHEFFLER NQlarrePub lic,State of New York .I i dwL. df VIYJLhIM O.OISC8013707 ouali,iao in Tompkins County NotaryPublic Commission Expires 09.28.20sa�j- 2023-00414 0111812023 01:23:55 PM ►V W d-& 1-`OA Name:Norman Benson,by Fran Wells as Pa er of Attorney Title: (All owners,such as both husband and wife,most sign and be listed as Owner[s)or toint Owners.Marital status,and any manner in which title is held,such as in trust or by corporation or partnership,also must be stated.) Signed,sealed and delivered ThisIV dayof�.20242 in the presence of: 104 Unoffic+al Witness Notarization of Authorized Owner Signature STATE OF U41 i QK ) COUNTY' , O t�AP F-ro ki J-, j On the i'f- day of &,,- _in the ear 2j�& before me,the undersigned,a Notary Public in and for said State,personally appeared mCE ).lbkuL.'TbA personally known to me or proved to me on the basis of satisfactory evidence to be the individuals)whose name(s) is (are) subscribed to the within instrument and acknowledged to me that hef&they executed the same I his their ca pa city(ies),and that by his er their signatures)on the instrument,the individual(s),a the person upon behalf of which the individual(s)acted,executed the document. WITNESS my hand and official seal: tit LLIL)i.i,jl:�EFFLE8 N01afy Public.$taQ?of New York Reg.No.01SC60iV07 QuaRied in Tompkins County Notary Public Commission Expires 09.28.20Ak 2023-UU414 0111 OJ2023 01:23:55 PM Uhibit}, DESCRIPTION OF PROPERTY The Property consists of Parcel number 33.•1.24.2,approximately 142 acres located in the Town of Groton,NY and more properly recorded In deed Volume 463,Page 9%in the Tompkins County Clerk's office;and Parcel number 33r1•20.2, Approximately too acres located in the Town of Groton,NY and more properly recorded in Deed Volume 503,Page 359 in the Tompkins County Clerk's office; As shown approximately in the aerial maps below Parcel 33.-144.2 ti+ s Parcel 33:1•20.2 c RLWRN TO: YFtb)W BAIRt(SOLAR. cio ERIj Miu-ARi),204.5 LiNcoa.N HICIlw,kY, Enj5ohl, rqy 0$$17 TKIANSM I SSION >xASEMMT AGR] RMr r%rT This Tfansmission Eawrrm(Apvrn 'nr("ASreo-memr)datud as of VI a 2ozz{like "Wectixe Dzie')4 is enter-ed into by end between Dotkgrm Beason-an Ind Mdual.wild an address of 264 C bb Strw. Gmlon, NY 13073 flhe`43wrwr"1;and Yellow f3AFn Solar. LLJC, a Delaware? Limited Liability Comparty (togclhor with its s c4x-viv¢s and assigns, ' De"Ioper'). whose address is; 2N 5 Uncein Highway, Edksgn, K)00817_ RECITALS A. Ownff owns like real properly heated in ffic lows of Gmlon, Tompkirn County- !Slale of NPW York, more parti uiariy descxlbtd op) ExhiblL A attanccd hcrcta(Lhe "Property"). .B- DLrvclaper is rJcvc4ing "crgr generation facibiies {the "Solar Facilities") on properties lowed in the vicMIty of the Party(Lhr."Pmjea' . C- C)evPInpsr d*.Kirenq In obtain (� a rLon-excInsiup swiement for purposes of Mailing undcrgruunad transaiLssWn ILn s and TeIaWl facililits, ru SCTVC' one ar MUFL! PIMUs of IIRV PM)MI, for the Iran=lsslon of elemcity across cenaln p(vtloris aF lire Propefty, (11) a temporary constrwalan emmpv over Mdilional pgrtipn,s of Ihp YrOpeTly fW pgrp of aansimaft, re-pairing and rnalruaininig such 1 nes and Jr des. and (RO im iwcass emsarrrrmt lu and Fran the Solar Fwliities wid TransmLian Facililles (m hemirrf4e-r devcribRd), and the relit rights dewrlb W her-ein. O, Owner is willing ro gruel niLwh casunkcrL13 uik ttLt IM131. arLd rnndillom sel forth In this Agmernent A(;lRFFMr-r,Fr NOW THERE,FtiORE,. for good and vWitatkle comsideratlDn. Lire sufflcklicy of WW-ch is hereby We ledge+d,Owner and Developer agme as fnIlaws- L, Crarki ;rno l Fc# 1 mint L.l Gra nt or Easement for'TrBn-imkaign Fa4151 Owner IN-"grants and c+Qmvvys to L)cvulaper a non-MCIUMve casem,vnt (Ihe '-Trarrsrnlssfun l asemcot") on, in- akmg, over,acre sand uiNkr LhC Prfrper Y,In lire kxatWvsg-arrera]ly descrL[*d on(Ike attached Fx4lblis 13 and EL-I(tl w"EasenwHI AreaZ71 for llte puWsrts of xufveyI eonduc&g stA les Uncluding Nil nA limileA to cullumi surve)rs, c4ivivanmenial studies, and Atol hnlcio] studies includlrg ill I hDrings},eFec[ing, r- arstruclIng,f-eplaelrig.relocaflng. improvlrlg-eiii-aiging,reiruayhrlg,InMxcting. maintaining, npffiMing, rtyMirlug, using, and 211uw108 Underground uIr-ciriral irarumimian and rC la[ed cnmmUorLcCa[irni%i hies and tables,wits,corldult=drcUil bl`oakers and Lrarisfcnmers,and any and all nevestary and proper far:iliLLe-5, fkxlurps, and add iLional wluipmtienl arty war rehaLed LO Qr assuclaied „elih any ul the fuTegning tsar the rr mimi�Niun of elecriad eneru (callwively, "TracamUslon Farilltles"), lu c[her wish Lhc Appurlcrmnl Flights rcFerumcd below_ The tiphls granted hereln lyy Owner du nuL in0u4e the right lu umstrucl wbslatbm facilities upon -he > aenl Ares, 1,2 Othsr Apmrttaig Lt ftits, In addWon to the foregoLng. Lluveluper l-ro I3ereby granted. and shall hzwe, the Following related rig Us rwce&wy or conve;11:ent for Di.vel is use¢f the Transmission FMsOmem(the"Appurie t MOW); fa) the fi& uF tngrP r-a arrd egrer,5 from the Transmission Facilities (wheLh,er localed tm Iht PrupeAy, wt adjacent pffopeMy iyr el where.), over, slang and duovgh tLYe F'ropUty Fpr dig purgosc of cC1H15- +rclirlg, Mpairirrg, mainla.1ning or rermving the Tran.m siarr Facilities; (b) ih(, righl 10 emgr ihp Ponper[y Fur 111L hlurPOs12 131 NUNeyiq aid canduLkIng &Ludie's (inrlwdLng but n13L limited ro r:ulLLLrdl surveys, eiivirrrnrnenIaL studies, and gea[r'chnical studies inr lud ing nail bminp) in connnuion with such Transmission Facilitbcs; (c) Me right to permit [he l 1"llatJcnr placenwnt or anaelirnent le die Transiulsslun Fwil9tles within the Easeutent}areas; (d) the right to c lt�w arrJ Ira Ruep clear Lhr:Easr:mem Axe-as Free fmm axy lmilding.5, fencing (Tioiwi6nianding the fnmgning, Owner hus the righl 10 in5WI fenCln& for fawning end grazing purpa5aS OF bouikd2ry lire pw1mmes,provided Thal Devetope'r rn y temporaTFly remove such fencing to exorcke its.rights hereunder), equipment, brush,combustible materlal acid any and all other new muclum. and nbmuctilum of any #rind, and the -fight to trl eW remv-e brush, uses or other hands orP llle proper Y which, kn the rea5ma ale opinloa of erveloptr, may inierfcre with Developer's exerclsc of its rights hereunder, (e) the right during peril of cumtruLlion of the Tnu misaLon FacilI.Lle5 (arid during periods ol.any repair or Teplaceiner`t lhereoO to use the adidWOFkal ar>LS of the Proper y deurihc�d On EXhibIt B as the 'Tempe" Construction. L.aydawn A *a" for the dotage of egµiprnml and rnweriaLs, dit !!aging of eunmroclian wnrk and the dM4siruCgam ❑f T anamkz1un Fwilltiw and (f) all other rights and pirMWgm wxA�*rparyarrd lndd rnual 10 113P full use and enjoyment of the Transraisslun Easy nwn t for the purposes permiltod In lh�i AgFucnwrrl_ 1,3 Tm m of Event_ Thv lean of Llyis Agrecn7ont(1hu41)em"l i5 perpelual, Ui less te•rrr IFkAbd perr5nRn; to C;rrIian _# below, �. PaYrtl�i#far"I��r�smi��irrn I�.axn�rent. a 2.1 Campens.atian- As CheC00sideration For this Apbenwni and Cho gtpnt .nf(he Tnnrsrnissian F.aserr"t and ocher righLS hereund&. DevelopergTm-s to make pwfrnenm to {wntr as dmc ibed Ln FAh—jjh t C- Tlie Parties aekrrr vied and a�rcv that Exhibit C will n-a r k Inclitded M h this A8rftfWM When recorded vwith the county m:ardeT, an€l LhaL %Q rewboving C PF X 1a recurding is inlentiona4 artd dry not in any way afl<'eti il►o Vi3lidity Of thi5 Agrc, HWfkt. 0VMEF ackixm 1cdges and agrees that it shall "he perrrdttied tU se-VEF thr payFnents under the AWserneni, And sha1L noL W. permitW ao xMgn payments dine io Owner under the Agreerneni to a Lhird Pwly wiLhout the consent of l velopw.r- Upon the transfer of an in1e-rev in the Property to an heir, legal representailve,succnwt or sign, the paymenis hereunder (or the pri)poiLS0n#L1 a shard ihereofE-5hall inure to dbe bethetlt of such WY. 2,2 Ciro _ The. parties anticipare and acknowledge that Owner or Owner's rence 3 may sufFtr damage U3 dope,5.011 eompact.ior4 q]A fencegr and other property ar ithp oi-cmcnas -an Lhc Property during l]cvclovper's cwr,1rmt1Qn, insiallstinn, rrraiatenancc and renruvai of Tramrnission lrariliLies on the Property, including hul not limited La IN Tempmary Cbnstruction L,aydawn Areas Cumpenmtlon for crop darrrage shaU be [LDS of J~aLr Market Value in the yw of Much aompactioo (thc 'Crop IlAm&pe Pty:nent'�J. The "]itlr MarkeL Value'shall be dk lair nnarkct valuc lbr the amaoinl of crop acrully dm mycd or damagad on Lhc date or such damage of dest-arction. and shalE be ealeuEated u5Lng conventlonal m,ethoda nommally usrid in the host county. such as by abtahwig die daily prLce Wtmsliel) and ylctd (bUSh0l5J3tre) frorn 1 he neami grain ti?-mtinal_ After corlsar,etion is cimlpL-etc and payment of the Crop Darwge Paymeni. Devc1oper&hall not be responsible to pay Owner-or Owner's rertteN &my Ims of i name, rent, business opportuniticsF profits or-o&er losm arisLag out of Owner's inability to grow crops or uiherwise use the portion of the Premiws occupied by Transmission FacilitLe5, F'oLlowing wnmrucii-an, shouk wiy planted craps he disturbed ky Developer, NveLoper shall re-seed the Emcrrwnt Arm with the aPPMPriat-C crop in Owner's rcawnablr discretion. Should actirom by Developer preve-ni cmps from beiFkg planted In the kawnwnt Areas, Dewlaper shall compensate for the-emoted pmflt5 of the ponion of crops that would have been planted wi thln theL tntnt .r%ta tip W a rr,WdFLWRI of �IOW:5 .. bad OP the Fair blacker VaIuC Of UMPC Crop, lex�i th-C expensrs that would be incurred from planting through wle tar that portion oFthe Crop, 3, Terminetign: Defauk- 3-1 Tcrmimi&6gn by Drtvelk M. Du eluprr.its surcem i+r as5kpm shall have the right to tffmknale the xrarrsmissi4n Faw ment and this Agmemeiit 8E any Haile upotY %vrittcn r�otim io Owner in recordable form. 312 TennMaticm by Owner far llefauit I3*.iDrV1Pld)P-F'C. Owwr, its successors OF 4MigRS shalt haVE the right 10 lefinitrate LI'le TfW Sniissioa E:isentcra and Ibis Agreement only if (8) DleVelOpff fails 19 pay and+ MAMEMY ibiiounm owing hererund-Pr when dtLe (b) Owner rictifles DetirecJ-aper. Lis successors, assigns and Mongagm (as d-efined 66o;v) of the default In Writing aria (a)p nal dollvai�y by camownclal courier, (b) reputWEL 0rc%h1i81!iL &l ivory &ervice with pnmf of Mivery, ur(o) Uniled Swn Mail, pW; ge prepaid, re&(er-d Gr mr(ilied mail, reLum receipt mqueged-which notice sets forth fn teasonable detajl the faces pctuLLi Ing to the default afad milt awed Lo raresuch defaulL,and (0 De%-vioper, iL,;uuXe M as-5igns,orMor%agPes hmm riu-C Lhe deNult wilhin wyenty (70) days aner Owner sends the wrlII-en nwAice from Owner. or wRhin such longer period oftiu&as Is requlrL�d to ctdv such defauh. so Long as Developer.its successors. a lgns, ur Mcm%mgees dJlJgmilly pixsuei &uch cure to oompktiori, If Devriaper fails to make any p;iyPPwsnl In Ownrr rquift!d of11 hereunder when dw, Inwe►st shall aeum on 1heaverdtJe amount, 6ohm iiK-.dale rli w uprtl the riale l:m fri, al a rale vgiral 1i7 11w..tirrm rif rwn prrmnt ( ) per arrr in pJai; the prIrile 11mrilrrg raLc a-,rmm Linn:lo IIme may Im published by The. Wall Stm-O journal Under IJre LIM,HIEY kU C4"sl.1443FP, or in the c'cni the prima knid-Ing rail: from I he Wall S=t�Ournw is no 14WgUr aVA112hln, a simJlar rwf, wilI2Ar hY nalJimlal lernding I:mlftullom: provided That in no event shall slrch lrvv+resl exc el 1 he rnakirr7Lirn Tale per milled by law (the "In Ler-st R W'). Payments due l0OWDU Cruder Secilon4 shali be cwslduM override If not rrmlved wilh 15 days cif the appi Icable ducr rlaat. 3.3 A-COOM Doan Tc mi nal ian. Upon torminadDa of This AgmemenL. Develop& doll file a lerminatIon of this Agfovment in Ov pErhlir. rw- rds. WHllin IweLve 0 iriorrths afler INe enpirall+m, surrender ix termiiaalJon of Ihls AgrCemenl, 1)O"1Dper s112111 rtmowe fripm the Fz mrrrL Areas (or such part thereof,as app6icabl.-W any Transmission Fii-Wilie5 owned. 1m1willed or conmrucled by Devel.up" 11wi-mr -arid Inve the surNce of the E.aselneinl Auras free ffd= detX15; la ovWed, h*wff cr, lhei DMr&Oper &ball only be xquifed lid rcr10" The same to the gnpqli}rcrf(a) fbny-etghl (48) irtiches below the surFace of the land or the depth (if any) requIPW Icy appkicable law; and DeveJoper.shall have a continu Ing tasern eni to enter the 11" a [y far sLKh pwpose dttring such twelve (12) nwAilh pL!riod_ if Developer fa& to remove any of the Tralnnrlmlon Facill.Lies within dbe reclukmLA tj= period, such Tramndssion Facilities shall be cQn:&I -rt6 aW' rmloned by Developer and Owner nnay rE!nwvt the'i'tar emission Facilides. in th,e QVNIt OW1311-r rrmaMw S such Transrnlssdm Fad Ltkcs. DcvcGt«ptr shall rc:ImburSe Owner for all rea"able cods of mmovlq lliasc Tmncrrils%lcn Facllilies, less any sialvalge value recel ed by Owner, wilh.l r I h I rty days al-trr re-CeJp1 &r an invoice! from own"- irk addir9ou, Lf applicable. Developer shall pay Owmta Cry Dame Paymem as set forth in Simlicio 2_2_ For ilia:&vc3idance Of rkpuhr, shfluitt art anHU&l paymcri1 as ideni ffied in Exhibll D became-due following wrminallon of 1 h Is Ag mtnt, Developer shal I pay such ia-rinual payment unless the Tra n*miwion racil tries Niue hften cumplutrly m.rtruvud and ttbr Eascickent Areas resltwt L! and left free of debris, biatu of Easernen#i OveAmirdeninit, .] PasemEnt in Gross_ The moments and covenants corrtairred irr this Agm nwai we Intended to be ea&emant5 In gFoss and shall ruin with the Propurry. hu#shall not be i appuJlenanl w stay laird ownod or t trolled by Developer. Owner agtmn that the easemein s may rnntinue Lc,be used For(lie purpDesdescrlbed berein for the benefitoFarly propmyowrped, leased, or-nthcrwisr upicd or t,sod by Deve4er and Developer's Suimussors,assigns,and Tnants, I .1,2 A iLk.rgdgirntpl, Errrxpl as pFoAded in*akM1. na ad or faittire to act on The pan of 4amioper-cr Lire bolder of ffi&Transrttisslun F.Wit ilerrt Shall be dwined L) an abandonmerrt, snrmi-KIEr or l 7minaticnt thr.rmf, exrEpL up,pu revwdilipn by stKh bolder of a gatir-laim deed sporifica11y conveying th4 'Trwrnsmixr. vDn V.awmen1 back To Owner. 5. A rti� 51 R Ight io Assig1. Dowloper shall haYC llae right,withm,t OWrler'S eorNsent, to sell, convey. lease, lmnsfcr Or asses all or BUY purtictn Of t1leL TtatLS"Ssion LaWM1- I. dlis Agmanent. -or the Truismimian Fefi[Itim on a rrrnmxchisive basis, or in apportion, pram sub. 4 easements, separale emAflieints. leases, liceRMS or similar rig[L6-, hVW"Er denominated, to-nilo (r rrlorn Pe nut&-or-Catidrs- Developer sba7 L pr{rwide nos Ece of any sucks sale, conveyance,lea-w. rrarmfcr sir ass Ignrnant to Owner. Such nnriw shAtl includeall pertlnentamnlact Informalhart of Asslignee for Owner's benefit. 5.4 j3iab+ .cc ?�i+prteaxg, Devvloper may. Upon "i" to Owner, but wlihout GwnLT's onur-nl orapprovaJ, "gage.collaimtly assign,or otherwise encumber and grant liens aril SKIrrity Irrtemts In all or any par Iof its Interest In this Agreement.theTransniisstan Easement, Me N-ascment Amas &nd kh-c Tmnwjssi r1 Fpciliii (t-oIlccllvc�j ', the "TramaAwort Fames + h'), which security interests in at -or s part of the Transmisdon FaciLiitks Assets ire collard vely referred to herein as "MorlgaM ind the holders of the Mcwcgagn, thek deslgrim and assigns arc referred tax h=ln as "Mar gagees." G,uner agrms u3 cemywt Err writing to such flrnanckrig doctonews as may be maiiopably roqu tred lay Mw&agem In rorknted0d M th any financing of or involving the Trommi551on F'acMtie5 Ames. A5 a precu-ndition to exarcising any mmedkes related to any alleged dermitby Developer under Lhis Agreement.asdesrribW in Sertlim 32. pravided that Owner hm been provldW with dw identity and contact Informallon for arky Mcmgagee5. Owner shall give wrillen notice of st,elt default to each Morigagee at the SUM lima: it Mlvemthe notice to Developer,speatrLfying In doUJ the alleged defauil and the requLr$d retr y, Each Mortgagee shall have the&me a=kmt of tnrar to cure d1c default as tD Developer's entire MwTest or Its pardal interest in th,,Tra,ksrnissiot Facilities Assets as is given to Developer and the same rlghl to cure Lny defatjll as 9offlioper or to remav*any property CkN)EVelopeT or Its assLem. Dffveloper may not mor ., coIlaleraliy as. W, or othertti emmmber and gwt liens and security interests is Owner's intcmt is the property. Taxi& &I DevElnper steal I pay prior to the duw dale any pruprrty raxas Levert nr a5se%ed by any gvrrammenlaE aulhoTq related m the Ea eat.Trarismi-Rsk n Facilities and the rights granted under Ehis Agrxnwnt, In the west that any taxes that sue fkVCkTCr'S responsibility here+artder am levied or asscisi.�d in the r=r- of G nerw4 part of the real prop+[ Y taxes payable by Owner. then f c]vpasr shal L promptly reimbursE OWncr for Dewloper's proportionate sham IlrereqC(as doterntinod by Ilm Parties in a fair and equllable mariner) and Dwmr&h&U promptly remit suet payment its the reamrram taxing authority. The t2x obliparl rw of DcvcIukwr hemunder Ls PekTr d to as "Developer's Nkr Sea". If req�ie5wd by eldNer Potty, Lh-a PAties will use commerclally reasonable eft as to have the Easement on the Property aswmad scparaiely from Owner's interest in the Properly, 0cw1oper steal I atso be responsible for any irw reaso in r.hre amcmitt of Owner's tax bills due to any change of uw, improvements.permits andlror change of zooing molting from or relating to any of Davubpar'�right or LrtiLw#--jt� under thk-,Agreement. Developer t Uv right to cWmW arty swh laces and smenui in tile. rt$rne of owner. lira For any [ax exarmpt prUgram a_ti defined in Lhis Sectibn that is irk vffm as of the Effective Data. if D cvel4pe 15 gctivitic5 under rk:Agr"mcnt ur uW Qf Qwner'S Property tauses any IrKrwc in the Lax-as assessed against Owner's Property or any target p=cl Dawned by Owner(inc Wding liability for`LrollbLack"taxes. iraerosi and peamlties for any tax cxcmpt, tax reduced. ar bmWclal tax progt=s i ncludiq, wlthouL hrniration, my (1) cwtracl in cnaane LiDn with the Crmscrvation RCser C Prxagram �"CRp Copitracf'}createri by Sublitic 8— CanseNatlon 5 Reserve of like F'arni SCxUrily and Rural 1nvesLme-rit Ae[of Z002,as amending Subchapler 3 of chapter J of subtille D of THE X11 of the Foorl&-curtly ALA of 19B5: (LIB a New York Slate NpmOment of F.nvironmi:W-al Comservaticrp-appro+ned formt Frminn t cnl plait("Fore# Mannernent Plan") pursuant to New York Swc Real Property Tax Law §480,a; or (i li) w agr6rult[IT !J as4cssrnrnl prcWain pursudgv Iu the NL:w York Matt AgFicultural and Markels Law ("Agricultu ral Asw"Mkrrt")}, Ek-weluper sh:il l pay the entire arnoant of&LJ& increase in mxes auribwablc [o Owner's Property, tugclhcr with any related interest it pensl[ics,orbcr than inrvreA on�Udr p6nallk-s ari!Sirig fror"Owrer's tali JO 11MOly pnovid,4� l)PM-nptr with a copy of saclM tax bill, 7, r4a Iwerference. Gwner&hall rrol eonsEruct, imtall, or pmmil to be con5linwTed or lnstallc-1, any ImprovermnLs,fences (rmlw CM andiryg the foreg",Owner has the rW to Install fe&61744[Or CiffrnLilig end grafing pvrPositr,(IF bounder Line puTpuseS,pFw1ded atm Developer may lernlKymrily rrMmo+re such renciDg to emclse Its rights hereunder). !s1r atire5. Wilding, fulJa or "getation. ud I Ity i Lncs or a4h,er improven wets of any type what -awer upon, in.On. wndEF ur near the Emnient Arcs Dial would maleriaily Jnh[bl t or impair any of D w1op&s lights or bwefty as set (oath In this Agre+emeni. 1L [ndegui t , To the foiled eXtent n13I pmhffiiled by appliedble law, DDeveloper shall indemnify. hard harrnlev;, and, at Ownces cIection, defend Owner and (v ner's of icvrs, char. all UM!s, employ , ienanM, gu aFW a m fir, from and agairsr any end all c.61=. J+x�b,4Rmage.expense and liablllly for inj w-y to or I11=5 or death of any pm-un..or injury lo, loss or dmvur-dun of mly proprrLy rr-sulCing from OF arising uut of the Use [r cxislenET of the TimnsnilmOc3n Egsemerd, or the conduct Uf DeueloM or any contraCICK, agent, Employee. invilee, tenant or permlttr'r or its succxnvwrs and assigns. 9. 11+fJ SMIlaQ".lrs. 9-1 Land Prmmadon Pracjlces. No Wwil is to 5e remkoved by C)euetoper from the Fmperty during the Eid.mLrrient Ttrm 15r ddth)�rtnM5'V31 fallowing tsrrniru[t - Geotexdle fabric wI II b[. mv.d under arty laydown areas to ensure ease of rc=vaad al thrr eM of oxyAruetk n or decofllaifls5E4ning. Any Iree stumps rCr9med by Deyelq*r wlil be rernovp,;d kom the Property or appropr.lately ground and %pmd as may Lw reawrabie lu (emmpur$rJly stal)Uw soil during construclion. " metes dJslurbed during cPrL%V vion will her neatly stxkpiled ir[ a location or[ the Property of Owrncr*s chiming. During conslinA fOn' Developer w i 11, -at diwreti n, skxkpiler any timber ti]al is cut from the property in a localion cm lire prapMy Of Ownr;r'S ehuUsing, su lung wi the luca,tiun Is uutsldt dke Ewicnieia alas ar txlher-wise witL nor DRIVrlvely imp&rl Ilre in4lailatiun of the Trimsmivsi-an Fa ci ilies, is D�wcl-uper's rcr Flab1e di roi n. 92 Complete A I IIIeII t. TEds "meni. Is the f nal wid complew agrMIlem belweerl Eho parfie� roncerniiug Iho Tra,tsntission Fa.w-mcru- 93 Fsl%mrl Certificates. Owkrler shall execute esoppel cenirkraies t0ertifying as M truthlul rrlatlM, inr.ILLding widroui lirrdUtior[deal do def,'wl-i ilwil exisLS une]e< this Agrearaml, if st,cla hu Ihn cage), consms to a55JgRtrrMl and WM-d9sturia21rKe agreer[ie,7ts a� 6 Developer or any Mogigagee my reaonahly request st any lime and from Ume to Ume,given that -Owner shall h4we up le flurry (30) days to review and execum any such documm. Owa tr and Develippry shaJ t conpr-rare in (a) amending thJN Atrememt from I lme to 11me to Include any pmision that may be reasonably requesled my IeveWr or Owner or any Mongagae Io implorm,rit tho 1prowisions contuia&l iri tibia Agrucrntnt tw ter prmcTVU a Murtga,gire's security intert3t and (h) exewt.Lng any dLwncnLs which may reasonably be rnyuimd by Dav-aluper ur a Morigage€_ Owner kball raquc:sl of any 0waor's Icndcrs to -exocuM an agrccrncat of non- disrLrrbana f i%Orft Any MQct gvi�„with rcspcct to Drw1opcFs intcrcat in ft J;awrrtcnt A rcaa. 11A Ne4ces KwLa s allowed or requ rend hereunder shraU be in vatting and sW l be effective when servc-d upon or personally delivered to Lbe party to wtbDm such notice Js directed, Or, if rniaJled, Iwo (Z) days after such aMic-a Is deposited In she United Stalm grail, certified or registered,carrcet pos fte pfe*d,artd addressed io the parties at thc-LT respsci iv addr,=scs as act furtii aLx . or at such Other ad ms as siich party sWJ notify the other PWy beforehand, 9.5 Attorney FOM If an ac tion, suit, ar other proftvding L initiated go-enforce (r inwpirw t cif this Agrnment, the party nol pmw ling shall pay at[ re&wnable covts aW expenses iwipm d by the preval I Ing party, including rmspnable attorney few at trial, on appeal. and any ped lon for review and Ln any other proceeding. Including, without llmitation, arry beaRrupicy or arbllratlon proceeding. S-S Nadu*Qf FA&e3r++en1, D4iring the term of this AgrE�ernent. Owner shall$tve wrillitn nUIiCe of the existent• of the Transmksirn Fa!&menl is any prospe lve (enam. Imam, DeveJnper,-PT as%%nee Df Owner wha prurxxcEt-h it)acquire any inwest In the Fropetty, $_F Sevez-ability and FarrIP.S Bound, The etrfarce.abllity_ invalidity, or Wegatily ref any pnovi%loms of ihis Agreement shaJI not render The other prowlsionr<s leaf unenforceabia, invalid nr illogal. Thjs AgrceMerrt sha3] bind and inure to the partles and IheLr respeelive succffwmrs anrt asr,EZns. 9.9 Fwr(hu fio� ts..lnL&ii wane U. Each party ibml)y agmts That each shall eg&nim such addl riorml documents or lnslrun wnts, and shall umdemake such �LLIinn_a as are r,ft,&&&vy and appeoprlalt to effectuale the Intent of this Agfmnwftt. CodizurfaA ty, WLth the "ecutlian of this Agreement. at Lbe requesr of Developer, Owner and Devabper a to execute a rru m=dum of This AgreL-ment in such farm as ntay he reawnably mquewW by I]-rnlope!r, which shall he recorded in the public records by Devck3per nt DLcvcloper's rxporism S,I C-atintierypfl . This Agreemeni may be executed In counlerparm, each of whtc'h sha11 be deemed an orlgiaal and all of which when Iakea rogeflwr shall constJltute one and ihu san ! docunlcral, The Pemaloder of thin page is iinteiltiulaally blank, 7 IN WITNr—';S WHEREOF. Ihm pdrlies have execul&J thls irlkmment as oF(lie date first written-above. O ER(S)' � u � . so r r n DEVELOPER: Yehow Barn SoEar, LLC By; Erie Ward Ila: Chief mmUCM OfflMr STATE OF MiN Yof , } On the sir or T-k In the year n22. before me. the underskSned. pm-immpy appeued p.r5on dly known 10 me of prmed lu me art she lm!iis of sa4isfat4cxryev to bedre WIYWLial(i) whose Farm(s) Is(are) wbscr lmd to IheM[hlnJmVtUW.fkr mKI U&TMwbEd to Me rfrar hQlSMI hey eMErtted the same In tba[by hisflredt w1x signmure'(s an Lbe inslrvmenl,the krdlwldual(s],nrthe person upon behalf a#which[he individuals}acted, cKi—ruled the lnd[rment. a4mu-) - � a Nolwy Pablic My eorr m slon explms N*tary putft-SLaW of N8w Yarn Na.01 MIS 14440E STATE Or New j�� { ) COUNTY OF C aredOn the�{ day �! t In ft & Wwe fee. the Urnit`a�signcd_ permx�a.11y a t pea`swWly known to try or proved la me on Lhe basts of $aal amory volderme cc be the indlvidtua](s)wIlcut rrae0)is(an) substFffwd la the within Insu-mment and C:' acknowleLdWd to rm [hml bets lhty-emckiied the same in hl +her their cap IY(Ies), that by hlslhemheir %1goaLure(s)orm tho libWmWni_the indlvldual(s),nrthepersqur nhehmlfafwhlchthe Ukd1vidual(s)3ri4 eaceca"dvr insirumenr. Rossnl Al"rez — NOT#RY PUBBE. STATIE OF NEW JERS � i.PY C�V4 EXF1RES#+a: *�bS #� JiB EXH|BIT A � OWNER`SPROPERTV Par-MI NLLmJb : 31--9 . Sb,sSCY.33_ 1 0 5(7VO(AM31111[1 RD , sf D"00 G-Dto- AJ;a cl: M � 35 Ptimpety C I.� V o rz c Pmq*r.r Oft crwo-�Vaca__ '• Said paw& Contain app mxima|ely 10.06 acm 9 EXHMrr B Ol;SCRIPT(ON OF EASEMBISM AREA TratnsinLu n Emem enr Area: An ; within the Noperty thirty fcc* (30') aide mid approximately eight Hundred twtie.nty•eighl (828') fret ]orb, wilhir« ffic I'ropc y. in the localions generally depicted on Uhibit R.I, to be used ror the inswElation of the I'ransmisslam Facliitlas. Tha (ains iwenty-four thousand right Ipundred forty sgrsare kvc J24,840 SP) (ihe "'fran.5mi35ifln EaareMffMk AMA')- Tempq!., r r Cotutruction Laydftwrr Area, An additicrial tt-n f IC') in wM(h beyond aid along the akva described Trawl mi%sjnii EweMEntAM, In Lhe lcceiians go wally depicted an-&KIbit BSI trdkmLk1q; -Stye oC egu i etit aW aate�J�ls1 t l Cconslntction work-mlik k�u .�.lb�-�5��� JL�kL���.a.lL[jc�. ir�snoctinQ, rrralntaln�g,�opL.n� :�nd.l �,[tr�,� 1rAQS WATxgWov.Ai Semi Mro+WW Lssb n &dlitles. The temporary i rudi4 n Layd-Pwn MA eontaiPS eight tharusand two hundred elgbly square fit (8,210 SH) (1he "remporary Cormmoilan Laydovrm Areal. Prior to the Coasnction of themissiaorr F URLU on the Property by Dever, Developer shall 1pmvidt twiUce to the Oymer ideettif�ing with pwileollarify the Nag lwatim of the Transntlssslon Easement Afm and Temporary Construction Laydown Ama on the Property, and the inetes arLd bDands descriptions-of such parcel(s) shal I reRlaceand saperwde this l 44 Lb.LtB and Exidby B-1 and Lhmaftcr sere tep Wendty the localiiam of ilke TrarismLssian Easerntm Arch acid T�-,rnp+srary Conswucriun L.ay6awa AFEa on the Fropt9 y for purposes of thin A etieni" Upon uque-vt of eithw party.tFw.parties shall promptly amend the Agreernenil to reflect such subsfflyrir)a of this ` I "i"i 8 and ULM S L Roth Pariips un&rstwd Lhat the flral locatim of tt�e Tfamsmisslon Eased mt Am mad+be altered in soh;q mann-cr as may be inecessary in DevelopeeiL tmonable discrelion to ensm eorr<pliamce with any role alit laws ur rugulatknis, or to atco4modde the construction%Iabl3lry of the Trarrarn[55i r+ Facliities. Arty SUeli chair will be renecled in the amender ni to ih6 La it R and I prime to ilic coriirtie icement ofeot►struedan- 10 EXI11BIT B-1 DIAGRAM OF EASEMENT ARE,AS Ilic'l`ransmission Eastrwil Axkq is slh)wh impproximately iD Fc-d on t ub acIrlal map beJow, 'Ilw Ti�mpncxy CcmuNcLion Lipydcrwn Arc&is slrmm app,moxiRutelY in ytllarw on Oke a4 rU map L,�Lyw. 71 is ExhlblL will be replaced wish a more delaHed stlryey map prig to Ifie -c mnieneemci i of conStruct1cm of the'r"Fk5rt-n#xi0I Faclillies. II 3 I���������I�III•II '• Tompkins County Clerk Recording Page Return To Maureen Reynolds, County Clerk HARRIS REACH PLLC Tompkin!5 County Clerk 320 North Tio9a Street Ikhaca, NY 14850 C607) 2 74-54 31 Document Type. DEED MSC ReceEpt dumber: 2�355121 Grantor(Pa 1) Granter (Piarty 2) FICKM PEGI YELLOW BARN SOLAR L.Lr- Foes Traft&fnr Arrtit= $14,150.00 ReC-OrOirrrj Fee VO-01) Instr�-rrnent #= 2023- 4116 TR-584 Form Fee $5-00 Transfer Tax #_ 001065 Pages Fee $30.00 State Surcharge $20.00 State Transfer Tax $58.00 Property located irk Groton County Transfer Tax $29.00 Total Fees paid: 5162.)0 sige of Now York County of Tompkins Rccordcd en January I nth, 2023 at 11157 PM with a Ioial pub4: cumit of fi. Tompkins Gnu nth C lwk This shod conzbtudas ft GkA Is undor"munr mQuir$d by sQdora 319-of ft ReaO worry taw ofdha Stgre-of Now Ych* Do Nal Detach 2d23-0p4sS 0111812023 01:23:57 PM MEMORANDLIM OF OPTION THIS MEMORANDUM OF OPTION("Memorandum of Option")is made and entered into as Of Mare. 15 11� 20L1 byandbetween: Pegi Ficken,with an address of 961 Sovocool Hi11 Road.Groton,NY 13073(the"Owner"),and Yellow Barn Solar,LLC,a Delaware Limited Liability Company,with an address of 2045 Lincoln Highway,Edison,NJ 08817(the"Operator"). WHEREAS: A. On the date hereof,the parties have entered into an Option Agreement to Lease Real Property {the"Option Agreement"}which by its terms grants Operator an exclusive option to lease property and to obtain certain easements and other rights in order to evaluate the suitability of the Property for purposes of the development,construction and operation of a solar photovoltaic electricity generation andlorenergystorage facility(the"Option"),and furthergranIs to0perator present easements for access on and across certain land which is more particularly described in Exhibit 1 attached hereto and incorporated by this reference(the'Property'); 8, The term of the Option is for a period beginning on the date hereof and expiring on M ar(X, !S;"- ,204kunles5 theretofore exercised; C. If the Option is exercised by Operator or its successors or assigns by delivering a notice Of exercise to the Owner,then Operator or such successors or assigns will have a right to cause Owner to enter into a lease agreement for all or a portion of the Property upon the terms and conditions set forth in the Option Agreement;and 0. The parties desire to enter into this Memorandum of Option which is to be recorded in order that third parties may have notice of the interest of Operator in the Property and of the existence of the Option to enter into a solar rights use easement covering the Property,as set forth in the Option Agreement,and of certain easements and rights granted to Operator in the Property as part of the Option Agreement. NOW, THEREFORE, in consideration of payments and covenants provided in the Option Agreement to be paid and performed by Operator,Owner hereby grants to Operator that certain exclusive Option to enter into a lease agreement covering the Property on the terms and conditions set Forth in the Option Agreement,together with certain present easements to use and enjoy the Property,all as more particularly set forth in the Option Agreement.A11 of the terms,conditions,provisions,and covenants of the Option Agreement are hereby incorporated into this Memorandum of Option by reference as though fully set forth herein,and the Option Agreement and this Memorandum of Option sha11 be deemed to constitute a single instrument or document. Should there be any inconsistency between the terms of this Memorandum of Option and the Option Agreement;the terms of the Option Agreement shall prevail. The Option Agreement evidenced by this Memorandum of Option may be exercised by the execution by Operator,or its successors,or assigns of a notice of exercise,whereupon all the easements and rights that are set forth in the Option Agreement sha11,if not effective by their terms prior to delivery of such notice, immediately become effective and binding upon the Property and Owner,all successive owners of the 2023-0Q416 0111812023 01:23:57 PM Property,and the successors and assigns of Owner,all For the benefit of Qperatar and its successors and assigns. [Signature pages fallow.] 2023.OD416 01118(2023 01:23:57 PM IN WITNESS WHEREOF,Owner and Operator have executed this Memorandum of Option an the date first above written. OPERATOR yellow Barn Solar,LLC Name:Eric Millard Ti"e:Chief CommerdaI Officer Signed,sealed and deliver d This day of M or.�. 202� in the presence of: Unofficial Witness Notarization of Authorized Yellow Barn Solar Signature STATE OE f VCL-1 t.l4.I5^+�t } COUNTY OF 11IZ>p tyS'�x+y } ❑n the 30 day of Merc{n in the year�� M fold the undersigned,a Notary Public in and for said State,personally appeared 1 personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(sy is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same l his/her/their capacity(ies),and that by his/her their signature(sI on the instrument,the individuat(s),or the person upon behalf of which the i rid ividual(s)acted,executed Ihedecumeni. W NESS my hand and offic i seal: tary Public JENNIFM&WM NOTARY PI IBIlC M IEIIIIJEiM Cartrntwlott i �01�8116 1b+�wtloQF�erzp�@6 2023-0u416 0111812023 01:23:57 PM OWNER Name:Pegi Ficken Iitle:Owner Signed,sealed and delivered This L day of /'U*4 202 1 in the presence of: Unofficial Witness Notarisation of Authorized Owner Signature Ve STATE Of I yy �� } COUNTY OF f 0Mft"If } On the l5� day of Ir aA in the ar�Wf before me,the undersigned,a Notary Public in and for said State,Personally appeared —1rKr� personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s)whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same I h;s/he r/the ir capacRy(ies),and that by h islh er/thei r sign ature(sI on the instrument,the individual(s),or the person upon behalf of which the individuals]acted,executed the document. WIT ESS my hand and official seal: Notary Public Adam Christopher Eflts Nary Publfc,$tat,oP kew York Registration#OfEt_6391761 Ru""fed frr Chemung Coynty Cem"n"sfon Expires May lath 2023" 2023.ON16 0111812023 01:23:57 PM Exhibit I DESCRIPTION OF PROPERTY The Property consists of parcel 32:1.4.2,containing approximately S6.74 acres,located in the Town of Groan,Tompkins County,State of NY,shown approximately to the aeriat map betow,and more property recorded in deed Volume 47140,Page 7001 in the Tompkins County Clerk's office. �•�w•:•�x;-v_ sue.... y.�..-_ .. �.� ��: i i r i '• Tompkins County Clerk Recording Page Return To Maureen Reynolds, County Clerk HARRIS REACH PLLC Tompkin!5 County Clerk 320 North Tioga Street Ikhaca, NY 14850 (607) 2 74-54 31 Document Type-: AG R EEM E RT - Er E EID ReceEpt dumber: 2�355121 Grantor(Pa 1) Grams (Piarty 2) MO RA, JOSEPH W YELLOW BARN SOLAR LLC Foes Transfer Arrtit= $6,100.1)0 Recording Fee $20-00 Instrument #= 2023- 418 TR-584 Fora, Fee $5.O0 Transfer Tax #= 0010I57 Pages Fee $2 5.00 State Surcharge $20.00 State Transfer Tax $26.00 Property located irk Gratarr County Transfer Tax $13.00 Total Fees paid: S109.00 sige of Now York County of Tompkins Rccordcd en January I nth, 2023 at 11159 PM with a LOW Pubs Count of S. Tompkins Gnu nth C lwk This shod conzbtudas ft GkA Is undor"munr mQuir$d by sediara 319-of Nee ReaO worry taw ofdha Stgre-af Now Ych* Ks Do Nal Detach 2p23-0pas8 0111812023 01:23:59 PM MEMORANDUM OF OPTION AGREEMENT FOR PURCHASE OF REAL PROPERTY THIS MEMORANDUM OF OPTION AGREEMENT FOR PVRCHA5E OF REAL PROPERTY("Memorandum of Option")is made and entered into as of!"lorri t 5 N" 20 W ),by and between Joseph W,Mora,with an address of 441 Cobb Street,Groton,NY 13073(referred to herein as"Owner");and Yellow i3arn Salar,LLC,a Delaware Limited Liability Company with an address of 2045 Lincoln Highway,Edison,NJ 08817{referred to herein as"Operator'. WHEREAS: A. On the date hereof,the parties have entered into an Option Agreement for Purchase of Real Property(the"Option Agreement"f which by its terms grants Operator an option to purchase property (the"Option')more particuiarlydescribed in Exhibit 1 attached hereto and incorporated by this reference (the"P rope rty"y,and Further grants to Operator present easements for access on and across the Property and for other purposes; B. The term of the Option is for a period beginning on the date hereof and expiring on l�erss. 15"z ,2026 unless theretofore exercised; C. If the Option is exercised by Operator or its successors or assigns,then Operator or such successors or assigns will have a right to purchase the Property upon certain terms and conditions set Forth in the Option Agreement. Unless the period is extended,the Notice of Exercise must be given within the term of the Option set forth above;and D. The parties desire to enter into this Memorandum of Option which is to be recorded in order that third parties may have notice of the interest of Operator in the Property and of the existence Of the Option to purchase the Property,as set forth in the Option Agreement,and of certain easements and rights granted to operator in the Property as part of the Option Agreement. NOW, THEREFORE, in consideration of payments and covenants provided in the Option Agreement to be paid and performed by Operator,Owner hereby grants to Operator that certain exclusive Option to purchase the Property on the terms and conditions set forth in the Option Agreement,together with certain limited easements for access to the Property,all as more particularly set forth in the Option Agreement. All of the terms,conditions,provisions,and covenants of the Option Agreement are hereby incorporated into this Memorandum of Option by reference as though fully set forth herein,and the Option Agreement and this Memorandum of Option shall be deemed to constitute a single instrument or document. Should there be any inconsistency between the terms of this Memorandum of option and the Option Agreement;the terms of the Option Agreement shall prevail. The Option evidenced by this Memorandum of Option may be exercised by the execution by Operator,or its permitted successors or assigns of a notice of exercise. (signature pages follow.] 2p23-0pas8 0111812023 01:23:59 PM IN WETNESS WHEREOF,Owner and 0perator have executed this Memorandum of Option on the date first above written, OPERATOR Yellow Barn Solar,LLC Name:Eric Millard Title:Chief Commercial Officer Signed,sealed and delivered This W day of !r tovt,h 2021 in the presence of: Unofficial Witness Notarization of Authorized Yellow Barn Solar,LLC Signature STATE OF COUNTY OF On the: day of . in the year�Z�Gorem e,th,� de Signed,a Notary Public in and for said State, personally appeared 4y�lfCrr� personally known to me or proved to me on the basis of satisfactory evidence to be the individuals)whose names)is(are)subscribed to the within instrument and acknowledged to me that helshe/theV executed the same I his/her/their capacity(ies),and that by hislheritheir signatures) on the instrument, the individuals),or the person upon behalf of which the individuals)acted,executed the document. WITNESS my hand and official sealJ 4 Ah J'M 14 Diary Public JFNPiM BARIFf N0TARYRMJC0fWVJS Y 0 MUM �Cca�ip�IlFipYw 2023-00at8 0111812023 01:23:59 PM OWNER Name:loseph W.Hora Signed,seated and delivered This )y day of_/n&Ir 202 in the presence of: llnafficial Witness Notarisation of Authorized Owner Signature STATE OF MPW yO/.K } COUNTY OF r01W1t,V On the L day of J r���f7 in the year before me,the undersigned,a Notary Public in and for said State, personally appeared x 663 personally known to me or proved to me on the has is of satisfactory evidence to be the individuals)whose names)is(are)subscribed to the within instrument and acknowledged to me that he/she/they executed the same I his/her/their capacity(ies), and that by his/her/their signature(o on the instrument, the individual(s),or the person upon behalf of which the individua!(s)acted,executed the document. WI�S my hand and official seal: r• VM0 Adam Christopher Ellis Notary Publirr,State of new York Re0stratton p 01EL6391761 Qualified ir!Chemung County Cammisslon Ekpires May 20th 2023 2�23-0Q458 0111812023 01:23:59 PM Exhibit It Descri ption of Property The Property consists of parcel 33.-1-3-22,located in the Town of Groton,Tompkins County,State of NY, which contains approximately 28.58 Acres,shown on the aerial map below and more properly recorded in deed Volume 245,Page 108 in the Tompkins County Clerk's office. •a.rri.ILM5 1S.,-3__ � a B48 �c -Y orlon -- MvNeipJry imdVaW. ,-: _ 4rnaad Wv� Il Flaf�rY lrac':rp:n Nn.a..,. ;• +�vaepn '• Tompkins County Clerk Recording Page Return To Maureen Reynolds, County Clerk HARRIS REACH PLLC Tompkin!5 County Clerk 320 North Tio9a Street Ikhaca, NY 14850 C607) 2 74-54 31 Document Type. DEED MSC ReceEpt dumber: 2:�47053F Grantor(Pa 1) Granter (Piarty 2) MLINSONr RO0ER7 YELLOW BARN SOLAR LLC Foes Transfer Arrtit= $12,760-00 ReCorOirr) Fee VO-00 Instrument #_ 202.1-G4920 TR-584 Form Fee $5-00 Transfer Tax #_ 00180 Pages Fee $30.00 State Surcharge $20'00 Property located irk iansir�g State Transfer Tax S132.00 County Transfer Tax $66.00 Total Fees paid: $271.00 sige of Now York County of Tompkins Rccordcd en Junc I3xh. 2023 sI 10A014 AM with a LOW PUbU Count of .6. Tompkins Gnu nth C lwk This shod consiitudas ft GkA Is undor"munr mQuir$d by sediara 319-of Nee ReaO worry taw ofdha Stgre-af Now Ych* Ks Do Nal Detach 2023-04920 0611312023 10:40;24 AM MEMORANDUM OF OPTION THIS MEMORANDUM OF OPTION["Memorandum of Option")is made and entered into as of (�(-r+c t " .20_,by and between: Robert Munson,with an address of 831 Ruck Road,Groton,NY 13073 1referred to herein as"Owner.` and Yellow Barn Solar,LLC,a Delaware Limited Liability Company,with an address of 2045 Lincoln Highway, Edison,NJ 08817(referred to herein as"Operator'). WHEREAS! A. On the date hereof,the parties have entered into an Option Agreement to Lease Real Property (the"Option Agreement•)which by its terms grants Operator an exclusive option to lease property and to obtain Certain easements and other rights in order to evaluate the suitability of the Property for purposes of the development,construction and operation of a solar photovoltaic electricity generation and facility(the"Option"),and further grants to Operator present easements for access On and across certain land which is more particularly described in Exhibit I attached hereto and incorporated by this reference(the"Property"); B. The term of the Option is for a period beginning on the date hereof and expiring on f', ' .202�unless theretofore exercised; C. If the Option is exercised by Operator or its successors or assigns by delivering a notice of exercise to the Owner,then Operator or such successors of assigns will have a right to cause Owner to enter into a lease agreement for all or a portion of the Property upon the terms and conditions set forth in the Option Agreement:and D. The parties desire to enter into this Memorandum of Option which is to be recorded in order that third parties may have notice of the interest of Operator in the Property and of the existence of the Option to enter into a solar fights use easement covering the Property, as set forth in the Option Agreement,and of certaineasements and fig htsgranted to Opefatar in the Property as part of the Option Agreement. NOW, THEREFORE, in consideration of payments and covenants provided in the Option Agreement to be paid and performed by Operator,Owne r he reby gran t s t00perator that certain exclusive Option to enter into a lease agreement covering the Property on the terms and conditions set forth in the Option Agreement,together with certain present easements to use and enjoy the Property,all as more particularly set forth in the Option Agreement. All of the terns,conditions,provisions,and covenants Of the Option Agreement are hereby incorporated into this Memorandum of Option by reference as though fully set forth herein,and the Option Agreement and this Memorandum of Option shall be deemed to constitute a single instrument ar document. Should there be any inconsistency between the terms of this Memorandum of Option and the 0ption Agreement:the terms of the Option Agreement shall prevail. The 0ption Agreement evidenced by this Memorandum of Option may be exercised by the execution by Operator,or its successors,or assigns of a notice of exercise,whereupon all the easements and rights that 2023-04920 0611312023 10:40;24 AM are set forth in the Option Agreemen[shall,if not effective by their terms prior to delivery of such notice, immediately become effective and binding upon the Property and Owner,all successive owners of the Property,and the successors and assigns of Owner,all for the benefit of Operator and its successors and assigns. signature pages follow,) 2023.04920 0611312023 10:40:24 AM IN WITNESS WHEREOF,Owner and Operator have executed this Memorandum of Option on the date first above written. OPERATOR Yellow Bart Solar,LLC 1 ; Name:Eric Millard Title;Chief Commercial0(ficer Signed,sealed and delivered This `: dw of' in the presence of:�— Unofficial Witness Notarization of Authorized Yellow Barn Solar Signature STATE OF itt-: J` } } COUNTY OF IV I on the "�l day of - in the year belorq me,the undersigned,a Notary public in sonal and for said State,perly appeared L;: I': •_••: J personally known to me Of proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same I his/her their capacitylies},and that by his/her/their signature(s)on the instrument,the individuals),or the person upon behalf of which the individual(s)acted,executed the document. `nIII - my hand and official seal: � r�al@.y PHILIP J,FEL Z NOTARY PUBLIC OF NEW JERSEY Comm,t 'SOOM74 fib Caro*wm S who IIlBRt1lU 2023-04920 0 Gil 312023 10:40:24 AM OWNS Name:Robert Munson Title Owner Signed,sealed and delivered This,�`day of '==[ ,2Q2L� in the presence of: Unofficial Witness Notarization of Authorized Owner Signature STATE OF I\P'%` ` ' +K.- COUNTY OF is +tii 11k,i l j On the `'}4i"day of F—I tt-Lt—f,E�in the year A 2�'before me,the undersigned,a Notary Public in and for said State,personal;appeared hiC f1J i L. !1 I e 050iLpersonaliy known tome or proved to me on the basis of satisfactory evidence to be the individual(5) whose name(sl is (are) subscribed to the within instrument and acknowledged to we that he/she/they executed the same his/her/their Capacity(ies),and that by his/her/their signaturelsl on The instrument,the individual(s),or the person upon behalf of which the mdividual[sJ acted,executed the document. WITNESS my hand and ofMoat seal: V Notary Public MM)NEENA.ANCLIISH ' NOTk,$Y PUBLIC,STATE OF KVd V YpR.K n0.OIANS070593 OLAL!°'ICU IN TOWK114S COU ITY [S;]rox9 a�[a•3 15 2023-04920 0611312023 50:40;24 AM Exhibit 1 DESCRIPTION OF PROPERTY The Property consists of the parcel 30.4.5.1,located in the Town of Lansing,Tompkins County,State of NY containing approximately 96.80 acres and more properly recorded in deed Volume 757,Page 313 in the Tompkins County Cleric's office and shown approximately in the aerial map below. itf 5 C ;a.1 ;; IIIFSIORANDUMI OF OPTFON PHIS MEMOR,tkf�I LrM O�DPTION ("ML%-mura nd urn of Option"�i5 made a+id uttered iinkp as 0( et A 6 er =G , W and between: NritkIn Creck Farms, Inc.a New York(;Qrp0r.1tlCn,with an address of 831 Ruck Road, Gromrt, NY 13073 (referred to Kcr'crn as'Owner'�and Yellow Barn Sclar,Lt C,a Delaware Limited Liability C-Drripanyr,with an address aF 2045 LlrKpin Hlghw,ty, Ediszn. NJ Mall ({teferrt-d to herein as'Operaror"f. WHEA AS: A. On the date hereof,the 00rtlit5 have entered into an Option A61fesmOnt tea IL@aSeft aI FhrapectV (the 'Option Agreement'f which by Its terms grants Operator an exclusive*pN*ry to Rebit property and to obtain certain easernentj and other rusts ir* order to EWalua#e the snit,31 +ilwt ' of iht PTaperty fo-r gmfooiE�i oI the de 6cipmenl, con$tfvelaon a-nd apes[+an of a solar PhU1QWItaiC elettr&OtV generation Fad%j1he-Option-),and Further grants TO Operator pr8sent easemen is for access on and atrt ss mrtai-n Iafrd which Is+hare partkulafly described in Exhibil 1 attached hereto and incorporated kryt this reference [the "Plroroertr); 19. the tecm of th-P Optno:n Is fof a WeiaO beginning on the date Inefeof pnd expleing On !p-ir a lh lb e r ,2CV:� a nle5$ ther-etotoff` tmecised. C. If the Option is exert iced by Operator or Its mcessars or assigns by delivering a :notice pf exertls+e to the Owner, then Qpe rator or such su"esscws or assigns will haVe a Fight to cau5e OLynef to enter into a luw agreement tar all ar a portion of the PircMerty upon the terms arLd conditions Set forth in the Optlom A3mvO mrit;and D- The Fames desirr.To enter into this fslernwandurn of Option which i�to be rtmorded in order that third parties may hove notice of tl rt Interest 4of Operator in the PropertV jnd of t hq existence of the Option to enter Inro a Wl$c flocs use easement cavering the Pfopertyr, as se[ forth in the Option Agreement,and of ce rtaln easernents a nd rlghts granted to Ope ratoc in the Property.7s part o f the Option Agreer urns. NOW, THEREFORE, in 4;QnsideriAl" of "yrments and covenants provided in ter Option Ag cemam W be pa id and perforreed by Oper-810r,Owner hereby grants!a Operator thatcanaIrk extlusirre O;xi�on to enter inw a lease agr"ment roverIngth+e RrOpertyr on the terms and condWons Set forth In the Opti:vn Agreement, together with rertaln Drc-wnt eawments to use and enjoy the prooertyt.DIC Vx mare particularly set Forth in the()Rtl-Qn,greern cot, All of the terms,conditions, p-roVI W5,a:nd Mvftants of thin Option AgreeMEnt are h�ecebyr inorlxirited int-b this Memorandum of ORflon bV ref 01 nce as though lulty ses forth herein, and the Qptioon Agreement and this Memorandum of Option shall bt d"med to corLstitute a singie Instrument or document. 54ould tl•ere be any Incor►dstenq beq weer,She terms of this M efflotvr u m of Option and the OptionAgreemerrt;the terms of the Option Agreement shall pfewaij, The OPUon Agrvernrent.evidenced bye this I IEMorandtim of Opt lan may be exercised by the executlon bye Operatod,W its Suctes#ors,of assigns o+f a notice of exercise,W;hvec uporl aFI the easements pnr rots that are Set fDrkh In th-e Option Agrecerrent shall,if nut effective bythreir terms prior W Cry WCry of SUEh DMi€e, irnmediaXefN become effNtive arrd binding upon the Prop" and Cmnef, 5IL 54cCieS€ owners of the PrapertV, and k-I+e$UC-C@SWFS anCj assigns of Owner, all far the benefit OF t]P&M-Or,Dhd ib suc{essors and resigns. [Signature pages lollow.� !N WITN ESS WHEREOF, ONrnef and Cperater have executed this me morn ndum of Option m the date First above w6tten. OPERATOR 'fellow E-am Solar, c Name; Eric Milrard Title:Chief Cornmefcial Officer %neq�5esled and del re Thks 202-1 in thv prtnepsut!OF Unofficial Witness Notarization ofAuthorized Yellaw Bafrt Solar Signature STAT-E OF o 3� y rVI A d P�rx M COUNTY Of } Onthelt dDv of " ''_ In the year ��` h afe m�, t-he undersigned, a [rotary Public in and for sand Stake, persci4jl+zippeared (3k 1� 4'' L.L A x -) Rerswallw knawr}Sa Me or proved to me on the haasi5 of 5atisfactnryr eYiderxe to be the individual15) whose rrame[s) is jaref subscribed to the within in-5kfument and acknowledged to me r-hat he/she/[hew executed 1 he same I hiNih.er{thelf eapeclMIg€�, and that by hiS jh2rAi 2i:r signatu red s) on the knstrumen[, the indNidualis), or tote person upon beharf of which the indiwidual�s] acted, exec-uted the docurnerrt- 1hITNEs rrry hand and c0cl-ol seal: RI 9 iqq NOTARY PLrSUC OF NEW~ ICMW**M Lr4AW M&M OWNER `-- ai �r Name%; Robert Munson Tnl-p: President and 5h�lrehol-der.Running Creek Farms, Inr,. ft-Ded,srtal-td arHA delivered This-&ra w of 0 202 In lfle preftnee of; U"fficial ffilness Nofkariurtfon of Authorized Owner Signature STATE OF _ ���+ �7 � 3 COUNTY OF 0 rVLj go the --�34 qay a f t( ( in HhE y0ar heiare me,the uncrerslenecl, a Notary Puwlc in and for said State,persona .0ppepred. lbDi.r I Z (A(LAng persmallyr known to me or prowed to me an the basis i�f -,,ati5fackorK "id�rtice to he th-P individualti} who&e MaMaj&j is �arej subscribfid to she within instrument and wknowledged to me that hoheffhtyr eXec.twl-ed tF4c Same I hAsIherftheir capacity(i-as), and that 4y hloheyftheir Signatures}on,the instrument,the IndawiduaIN, or t'he person up4 n he half of which the i ndlwwlWll�s)acted, executed the docu mere, WITNESS my hand and afficral seal: No" Publir, MAUREEN A,ANCUisu —I HOTAZl'PM:Lkr., STATH013 t{EWy0AX 2410. GJ AA IM] OWNER Name:luffitih C_3rake Title:SharehaldeT, Runping CFeek Farms,Inc. IAIr ow"m,suoh%3s both husband anc!wife,rnust 5agn and I.e liged a5 Owner(s�or Joint I)wners_MBFital status, and any,manner In vAlch title is held, such as In trust or by corlporation or partn2f5hlpr also must be stated,[ 5+gned,sealed and eteLiwered TNsaanav of mj-� in the pqnoe oFf�v , LJ �-L k Iro Q C U notkia I Witness Nutarization oflAuthari:ed Owner Signature STATE OF M C-OU NTY OF J l l 1 On the, day of LA.I L in the y@ir byre,me,the Underslened, a Notary,PUtAIc 10 imod far s.ald State,p!esona amear d Ti u�c l 1 � persanall� novwn to+++e or proved to rye on the bass of satisfactof' ewldence to Ide the Indiwi-dtal(s) whose narne[s) Is J$ref siabswribed to the within +ristrurnemt jknd atknowL-E�fgfid to me that hefsheithgy execote+ the same 1 hl5pefftheir capavtvii"I, and that by hi5fherftheir signatures) on the instrument, the indiwldual(s), of the perszn upon behalf of which the Ind'iwiduai(s)acted, exeruled the document. WITNE5S my hand and official seal; LU-U . nlot,arw Public r - 1111=rA. m rrOT Kmur.wrATE orp ww yo= NC1. G]rkR5430591 4 LQAL M- ED W TOMFxi hs c.Tx. ry OWNE R (7,IdS�4Cc2� Name- Chelsea Munson Title=Secretary, Running Creek Farms,Inc. IAil owners,such a&b-oth huShanc!and wife,Zvi[sign and be listed as Owner[s]Vr)Dint OwnperL. Marital StB1u5,i?If1d air3V MannCr In which title Is MA,furh as in trust or by aoipnration nr partnership,also mars[ be erased,] Sided, sealed and dell%iercd rltil fray of Ali I 202a In the grewKe of; A Afik Unofficial Wrtrre55 Nokarbat6on of Authoriied Owner signature STATE OF COUNTY GF on the aw of in the wear -,.�OU' b-rfvre mr, the and&s&Cn d,A NE)za(Y Public ih ,-grid For:5aW State, DersarLal appeared 0J)0_1-je a 1�)Il a Adl���personailwMown tome or pr-owed to me on the baw of Satljfmturq evidence to N the iindlaidualjS) whole rrame(s] i:s tarep sul�scfibed to jhe Within rnstrurner+t and ac knoute fted t-a m-e that he/shy/thew i mecuted the iamcL 1 hl h.er(their capacity(lesM. and that by h3s)herftheir 53gnature(s) on the inejrument, the lr6dwidualts), or the per€on upon behmlf of which The Indiuidurlts] acted, execiited the documarvt. WITNESS my handarwd official seat: NotarV P%pWIc Jd"AMA-ANCti mi IM$TART AMIL C.MTa vFr NEw YOQ[ MO.01ANW71"93 I 0 ESCRIPTIM OF PROPERTY The property ransists of the parcel MA-31 located I n the Town cvf Lansing, Torm pkans tau nty,State of NY containing appr4oximaeely 161.37 acres and more properly}recorded in deed Volume 757, Rage 313 in the TumpNiras County'ClErks afrce and shown genEfally in the aerial map below. rya muiwja ' .. I�i�r�nSLaS Wm:Adift 41 If F +Fd iehtrF ki LNw wm Y' �� ic�l�csn #SQ 4�rh - Y f, I; - • -h�' � �� ��� •1= .rya F 4 '• Tompkins County Clerk Recording Page Return To Maureen Reynolds, County Clerk HARRIS REACH PLLC Tompkin!5 County Clerk 320 North Tio9a Street Ikhaca, NY 14850 C607) 2 74-54 31 Document Type-: AG R EEM E RT - Er E EID ReceEpt dumber: 2�355121 Grantor(Pam 1) Grams (Piarty 2) SCHEFFLER, CARL YELLOW BARN SOLAR LLr- Foes Transfer Arrtit= $66,240.0(1 Rei�OrOirrrj Fee 0 Instrument #= 2023- 421 TR-584 Form Fee $5-00 Transfer Tax #_ 001070 Pages Fee $SID-()0 State Surcharge $20.00 State Transfer Tax S266.00 Property located irk Groton County Transfer Tax V3�.00 Total Fees paid: S494.00 sige of Now York County of Tompkins Rccordcd en January I nth, 2023 at 1:24:02 PM with a LOW Pubs Count of 1-0. Tompkins Gnu nth C lwk This shod conzbtudas ft GkA Is undor"munr mQuir$d by sediara 319-of Noe ReaO worry taw ofdha Stgre-of Now Ych* Ks Do Nal Detach 2023.ON21 011181202a 01:24:02 PM MEMORANDUM Of OPTION AGREEMENT FOR PURCHASE OF REAL PROPERTY TH$S MEMORANDUM OF OPTION AGREEMENT FOR PURCHASE OF REAL PROPERTY("Memorandum of Option)is made and entered into as of 73-v%L," _WTI" 2021,by and between Carl and Janet Scheffler,husband and wife,with an address of 206 Cobb Street,Groton,NY 13073(referred to herein as"Owner");and yellow Barn Solar,LLC,a Delaware limited Liability Company with an address of 2045 Lincoln Highway,Edison,NI09817(referred to herein as"Operator")- WHEREAS: A. On the date hereof,the parties have entered into an Option Agreement for Purchase of Real Property(the"Option Agreement")which by its terms grants Operator an option to purchase property (the"Option")more particularly described in Exhibit 1 attached hereto and incorporated by this reference (the"Pro perty"j,and further grants to Operator present easements for access on and across the Property and for other purposes; 8. The term of the Option is for a period beginning on the date hereof and expiring on �,8tMq 30'2026 unless theretofore exercised; L. If the Option is exercised by Operator or its successors or assigns,then Operator or such successors or assigns will have a right to purchase the Property upon certain terms and conditions set forth in the Option Agreement. Unless the period is extended,the Notice of Exercise must be given within the term of the Option set forth above;and 0. The parties desire to enter into this Memorandum of Option which is to be recorded in order that third parties may have notice of the interest of Operator in the Property and of the existence of the Option to purchase the Property,as set forth in the Option Agreement,and of certain easements and rights granted to Operator in the Property as part of the Option Agreement. NOW, THEREFORE, in consideration of payments and covenants provided in the Option Agreement to be paid and performed by Operator,Owner hereby grants to Operator that certain exclusive Option to purchase the Property on the terms and conditions set forth in the Option Agreement,together with certain limited easements for access to the Property,all as more particularly set forth in the Option Agreement. All of the terms,conditions,provisions,and covenants of the Option Agreement are hereby incorporated into this Memorandum of Option by reference as though fu:ly set forth herein,and the Option Agreement and this Memorandum of Option shall be deemed to constitute a single instrument or document. Should there be any inconsistency between the terms of this Memorandum of Option and the Option Agreement;the terms of the Option Agreement shall prevail- The Option evidenced by this Memorandum of option may be exercised by the execution by Operator,a its permitted successors or assigns of a notice of exercise. [Signature pages follow-) ;i ZUZJ-UU421 0111 OJ2023 01:24:02 PM IN WITNESS WHEREOF,Owner and Operator have executed this Memorandum of Option on the date first above written. OPERATOR Yellow'(Barn Solar,LLC Name:Eric Millard Title:Chief Commercial Officer Signed sealed and delivered This�day of 202_� in the presence of: Unofficial Witness Notarization,of Authorized Yettow Barn Solar,tLC Signature STATE OF 1 VSa] -T—S,&L 1 } COUNTY OF r y 1''0 ) On the2 day of in the year before�qe,the undersigned,a Notary Public in and for said State, personalty appeared c M.I j personally known to me or proved to me on the basis of satisfactoryevidence to be the individuals)whose names)is(are)subscribed to the within instrument and acknowledged to me that he/she/they executed the same I his/her/their capacity(ies), and that by his/her/their signature(s)on the instrument, the individuai(s),or the person upon behalf of which the individual(s)acted,executed the document. WITNESS my hand nd off +aI seal Notary Public � AHkiYs AehanW HHa`n�kina 'fAR STATE Ors NEw JERSEY :* M'CaMSS R4 ESE S 00 Pua ��a�Fi�tia 2023.ON21 01118(2023 01'24'02 PM OWNER if Name:Carl Scheffler Signed,sealed and delivered This 50 day of r/en.wrr 2021 in the presence of: Unofficial Witness Notarization nof-Authorized LOwner Signature STATE OF A i&0 J�'L. } } COUNTY OF�DSC�10�►YLS } On the r6 day of in the year'ZA7-( before me,the undersigned,a Notary Public in and for said State,personally appeared Car[ScheHfer,personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s)whose names) is(are)subscribed to the within instrument and acknowledged to me that he/she/they executed the same i his/her/their capacity(ies), and that by his/her/their signature(sy on the instrument,the individual(s),or the person upon behalf of which the individual(s)acted,executed the document. WIT y hand and official eal: Notary Public Robin B.Carglan Notary Public,State of New York No.01CA6223510 Qualified in Tompkins County Commission Expires June 14,A37 2023-00421 0111812023 01:24:02 PM OWNER Name:Janet SchefRer Signed,sealed and delivered This CJ'day of J.,� 202 in the presence of: unofficial Witness Notarization of Authorized Owner Signature STATE OF COUNTYOF On theaL day of in the year 7af before me,the undersigned,a Notary Public in and For said State, personallyly appnet Scheffier, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(S)whose name(s)is(are)subscribed to the within instrument and acknowledged to me that he/she/they executed the Same I his/her/their capacity(ies),and that by his/her/their signature(s)on the instrument,the individual(s),or the person upon behalf of which the individual(s)acted, executed the document. my hand and official seal ' Notary Public Robin B.Cargian Notary NobkOICA622351State ol J0w York OuaW4b in Tamplc,ns C01311 Commission Expires June 14. 2023-00421 0111812023 01:24:02 PM OWNER Name:Carl Scheftier Signed,sealed and delivered This 30 day of Tani 2021 in the presence of: Unofficial Witness Notarization of Authorized Owner Signature STATE OF n x►�t� } } COUNTY OFg _ } On the r�f] day of\.�V—in the year ZOO bef a me the undersigned,a Notary Public in and for said State, personally appeared i A&A. �!- personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s)whose names)is(are)subscribed to the within instrument and acknowledged to me that he/she/they executed the same I his/her/their capacity{ies), and that by his/her/their %Ignature(s)on the instrument,the individuals),or the person upon behalf of which the individual{sj acted,executed the document. WMTC"Ty an and official sea Notary Public Robin B.Cargian Notary?vbiic,S:aie 01 New York Nq.p1CA6223510 Oualified in Tompkins CounFSf_. Commis$+00 Expires June 14,E , 2023-0U421 0111812023 01:24:02 PM OWNER Name:Janet Schefffer Signed,sealed and delivered This-30 day of 202 in the presence vf: ���! Unofficial Witness Notarization of Authorized Owner Signature STATE Of ) COUNTY OF ►�l As_ ] On the day of' in the ear 7z Sefare me,the undersigned,a Notary Public in and for said State,personally appeared personalty known to me or proved to me on the basis of satisfactory evidence to be the individual(s)whose name(s)is(are)subscribed to the within instrument and acknowledged to me that helshelthey executed the same I his/her their capacity(ies),and that by his/her their signature(s)on the instrument,the individual(s),or the person upon behalf of which the individual(s)acted,executed the document. hand an o seal� ' Robin e.Cargian Notary Public Notary Public,Stale of New York No.0 t CA6223510 Qualified in Tompkins Cou nty Commission Expires June 14 zvza naazs 0111812023 01:24:02 PM Exhibit 1:Description of Pfoneriv The Property consists of parcels 34.4.1.1,34.4.4,34.4-27 in the Town of Groton,Tompkins County, NY,totaling approximately 247.29 acres,shown approximately in the aerial maps below.Portions of each parcel that are shown in red in figure E1.1 shall be subdivided from the Property at or prior to Operator's exercise of their Option and are excluded from this Option. Trv.Fwaaev. r.o.wmn c:o swaa aeu;a cxaa aeo� wosuur Parcel 34.-1-1.1 zvza naazs 0111812023 01:24:02 PM Parcel 34.-1.4 zvza naazs 0111812023 01:24:02 PM Pain IQ 502889.34.•1.27 % sfj]z Lmmllan brown Ad Munldpntgy.*rora. Sir-49 44 Acres Fax Map:34 Land VAw<_1 19 900.00 Ammsad Vohs f 119,900.00 Proparty f lag:Agricu lture Propsrq Oeecrlpdan.Vac lamxFmM &*nqD&l At 0 r❑ School Oistdct crow. o 11M V ear A6lkeru AG1 b ewlls Parcel 34.-1-27 Figure E1.1 IN Oil 1111111 IN 111.1 '• Tompkins County Clerk Recording Page Return To Maureen Reynolds, County Clerk HARRIS REACH PLLC Tompkin!5 County Clerk 320 North T1 o9a Street Ikhaca, NY 14850 C607) 2 74-54 31 Document Type. DEED MSC ReceEpt dumber: 2�355121 Grantor(PaM 11 Granter (Piarty 2) S TLIPFr KYLE 4' YELLOW BARN SOLAR L.Lr— Foes Tran!&fnr Arrtit= $9,60(1-00 ReC-OrOirr) Fee VO-00 Instrument #= 2023- 423 TR-584 Form Fee $5-00 Transfer Tax #_ 001072 Pages Fee $30.00 State Surcharge $20.00 State Transfer Tax $40.00 Property located irk Gratarr County Transfer Tax $20.00 Total Fees paid: V35.00 sige of Now York County of Tompkins Rccordcd en January I nth, 2023 at 114-.04 P.M with a roial pub4: cumit of fi. Tompkins Gnu nth C lwk This shod consiitudas ft GkA Is undor"munr mQuir$d by sediara 319-of ft ReaO worry taw ofdha Stgre-af Now Ych* Do Nal Detach 2�23-0Qa23 0111812023 01:24:04 PM S MEMORAYNONM OF Ofs'nm THIS MEMORANOUM OF OP7M("Mew wndum of Option')is made and entered ksto as of S&rdLAbjt If,V` - 20.P,by and bet►ivam: KYla S.Su*f,with an address of 140 Ourfee Road,Cxoton.NY M73 (the OwneeL and Yellow gam Soli UP_a Delaware lknked liabigty Company,with an address of 2045 lknogn Hwy,Edison,N) 00$17(tire©peratar^), Owner and OWSW We at tunes coilectly referred to hesefnd1tw as*4 "Parllas.'or Mrdhddually as a`Party" WHOWAS: A. On the date hereof,the parties have entered into an Option Agreement to least Real Property [the'Option Areamnt"}which by its t&M Snorts Operator an excla a option to tpse property and to obtain cutaks awn"and other rights in order to avaNgte the sukabMty of fhe Property for purposes of the development,eonsumition and operation of a solar photovoltaic Nectrlcity generation , &WortrWWstoag Ncky(the Qption'I,andfirrtfwu Wants toOP p"enteasenmah for amm oo and sum terrain Tared which Is more pardavlerly described in fthM I attached hereto and M wrparated by this nfennte{the Prq*ftn Fi 71e ter in of the Option is for a Pei bepineWni an the date hereof and expirir�an tmaL rk 20m VWdsed; C,1f the Option Is exercised by Operator or Its sueoessors or assigns by deiNverlr4 a noNae of vwrckt to the Owner,than Operator or such wacenors or assigns will have a right to taus*Owner to enttr into a Taut agwtmert far all or a portion of the Property upon if*teem and emittlons sat forth In the Option Agreement:and D.The partks deske to wAw Into this MemwwWwn of Option which is to be recorded in order Out thkd parties may have notiot of the k tenet of Operator to the Properly and of the endstenoe of the Option to ergo into a solar rights use eam mm comft the property,as sat forth in the Option Agreement,and of certain easements and rVa Wv*ed to Operator in the Property as part of the Option ApeemeaL NOW, YMOOORE, in considewtim Of payments and covenants Provided kn tte Option AgreementtolePaidandK-*mWbyOW",,OwrwrherebytwmsteOpereWO atcertainemcliAke Option to~into s low agreement mve ft the Property on the terms and conditions set forth in the Option Agmement,topOw with certain present eaaanrbrts to use and enjoy the Property.all as mare WW AvIV set Borth in the Option Agreartent.AN of the tonnes,conditions,provisions,and oovensnts of the Option Agreement are hereby kroorporated Into this Mew w Am of Option by reference as though fully set forth heroic,and the Option Agreement and this Memorandwn of Option shall be deemed to car M to a sin0e Instrument err doormen*ShmN there be any inconuhh V between the terms of this Memorandum of Option and the Option Avement:the ut m of the Option Agnanent shall pmvail The Option Agreement evidenced by this Memorandum of Option malt be emcksed by the emotion by Operator.or its ummsom or assigns ofs notim of exercise,wbwogm all the easements and rights that are set forth in the Option Agreement shah,9 not eff aw Din thew temp prior to delivery of such notice. 2023-UU423 0111 OJ2023 01:24:04 PM immediately become effective and binding upon the Property and Owner,all Successive Owners of the Property,and the successors and assigns of Owner,all for the benefit of Operator and its successors and assigns. (Signature pages follow.) 2023-UU423 0111 OJ2023 01:24:04 PM IN WITNESS WHEREOF,Owner and Operator have executed this Memorandvm of Option:on the date first above written, OPERATOR Yellow Barn Solar,LLC Name:Eric Millard Title:Chief Commercial officer Signed, sated and de fiver This day of 202 in the presence of: Unofficial Witness Notarization of Authorized Yellow Barn Solar Signature STATE OF /L/e(bl r— COUNTY OF On the_L2V day of in the year before me,the undersigned,a Notary public in and for said State,personally appeared �(�j� personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s)whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same) his/her/their capacity(ies),and that by his/her/their signatures)on the instrument,the indivicivalls),or the person upon behalf of which the individuals)acted,executed the document. WITN �my�handandicial seal Diary pubh MAWIZ SANTlAGO-BORCAN NOTARY PUBLIC OF NEW JERSEY Comm.# 5XI71537 1h Convnlssim Expires i III r 82y 202"0423 0111OJ2023 01:24:04 PM 9WNEK Name:Kyle S.Sutliff Title:Owner Signed,sealed and delivered& This day o f,4ep'��j�,202.0 in the presence of:T S�,,j L,� awof Unofficial Witness Notarization of Authorized lO�wner Signature STATE OF -Y4�_SE&t ) COUNTY OF t— ort LT the& day of in the ear n� before me,the undersigned,a Notary Public in and far said State,pers ally appeared £ personally known to me or proved to me on the basis of satisfacto evidence to be the individualEs) whose names} is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same I his/her/their capacity(ie5),and that by his/her/their signature(s)on the instrument,the individual(s),or the person upon behatf of which the individual(O acted,executed the document. WITT�N//ESS my handyt and official seal: fj7t1M.L!_ C... -- Notary Public SHERRY f_PERREAULT Notary Publk,Stale of New Yak t*11PESOOS 2 OnelifWasCrMPOW! aka Oortxta nslon Emlros ApO2Q 2023.00423 0111612023 01:24:0A PM Exhibit 2 DESCRIPTION Of PROPERTY The Praperty consists of Parcel 24:1-11.32 in Groton,Tompkins County,NY•as generally identified on the aerial leap below and recorded in the Tompkins County Uefk's office as Soak 2015 and Page 6760. This parcel totals approximately 69,94 acres. i� 1 '• Tompkins County Clerk Recording Page Return To Maureen Reynolds, County Clerk HARRIS REACH PLLC Tompkin!5 County Clerk 320 North Tio9a Street Ikhaca, NY 14850 C607) 2 74-54 31 Document Type. DEED MSC ReceEpt dumber: 2�355121 Grantor(P&M 11 Granter (Piarty 2) 1MEi_L-Sr FRANCES R YELLOW BARN SOLAR LLC Foes Traft&fnr Arrtit= $14,150.00 ReC-OrOirr) Fee H2O-00 Instrw.rnnent #= 2023- 424 FP-584 Form Fee $5-00 Trarl f r Tex #_ 0 1 Pages Fee $40.00 State Surcharge $20.00 State Transfer Tax $58.00 Property located irk Gratarr County Transfer Tax $29.00 Total Fees paid: 5172.00 sige of Now York County of Tompkins Rccordcd en January I nth, 2023 at 114;05 PM with a LOW Pubs couril of S. Tompkins Gnu nth C lwk This shod consbUlEps ft GkA Is undor"munr mQuir$d by sediara 319-of ft ReaO worry taw ofdha Stgre-of Now Ych* Ks Do Nal Detach 2a}23-0Q424 0111812023 01:24:05 PM MEMORANOUIt4 OF OPTION 7HI5 NIFMORANDUM OF OPTION("Memorandum of Option")is made and entered into as of MA A711, 2U Ll by and between: by Frances B.Wells,Nathan P.Wells,and lewellee M.Wells,with an address of 243 Cobb Street, Groton,NY 13073, (collectively referred to herein as the"Owner')and Yellow Barn Solar,LLC,a Delaware Limited Liability Company with an address of 2045 Lincoln Highway, Edison,NJ 08917{referred to herein as"Operator'). WHEREAS: A. On the date hereof,the parties have entered into an Option Agreement to Lease Real Property (the"Option Agreement")which by its terms grants Operator an exclusive option to lease property and to obtain certain easements and other rights in order to evaluate the suitability of the Property for purposes of the development,construction and operation of a solar photovoltaic electricity generation and/or energy storage facility(the"Option"),and further grants to Operator present easements For access on and across certain land which Is more particularly described in Exhibit I attached hereto and incorporated by this reference Ithe"Property"); S. The term of the option is for a period beginning on the date hereof and expiring on I'�o 20]kunless theretofore exercised; C. If the Option is exercised by Operator or its successors or assigns by delivering a notice of exercise to the Owner,then Operator or such successors or assigns will have a right to cause Owner to enter into a lease agreement For all or a portion of the Property upon the terms and conditions set forth in the Option Agreement;and 0. The parties desire to enter into this Memorandum of Option which is to be recorded in order that third parties may have notice of the interest of Operator in the Property and of the existence of the Option to enter into a solar rights use easement covering the Property, as set forth in the Option Agreement,and of certain easements and rights granted to Operator in the Property as part of the Option Agreement. NOW, THEREFORE, in consideration of payments and covenants provided in the Option Agreement to be paid and performed by Operator,Owner hereby grants to Operator that certain exclusive Option to enter into a lease agreement covering the Property on the terms and conditions set forth in the Option Agreement,together with certain present easements to use and enjoy the Property,all as more particularly set forth in the 0ption Agreement. All of the terms,conditions,provisions,and covenants of the Option Agreement are hereby incorporated into this Memorandum of Option by reference as though fully set forth herein,and the Option Agreement and this Memorandum of Option shall be deemed to constitute a single instrument or document. Should there be any inconsistency between the terms of this Memorandum of Option and the Option Agreement;the terms of the Option Agreement shall prevail. The Option Agreement evidenced by this Memorandum of Option may be exercised by the execution by Operator,or its successors,or assigns of a notice of exercise,whereupon all the easements and rights that 202MG424 01It612023 01:24M PM are set forth in the Option Agreement shall,if not effective by their terms prior to delivery of such notice, immediately become effective and binding upon the Property and Owner,all successive owners of the Property,and the successors and assigns of Owner,all for the benefit of Operator and its successors and assigns. [Signature Pages follow] 202"0424 0111SQ023 01:24:05 PM IN WITNESS WHEREOF,❑vmer and Operator have executed this TFlemorandum of Option on the date first above written. OPERATOR yellow Barn Solar.LLC Narne:Eric Millard l itIe:Chief Ccminercial Officer Signed,sealed and delivered This ZL day of�1 202 f in the presence of: Unofficial Witness Notarization of Authorized Yellow[tarn Solar Signature STAFF OF MV }1 COUNTY0F t� IM1 6 X )((]]��__ r�nnyyffE3M] On the2 day of _in the yeari011 -�eforefne,the undersigned,a Notary Public in and for said State,personally a peared._ � 4 _ personally known to me or proved to me on the basis of satisfactory evidence to he the individu81(s) whose names} is fare) subscribed to the within instrument and acknowledged to me that he/she they executed the same I his/her/their rapacity(ies),and that by hi0er/their signature(s)on the instrument,the individual(s),or the person upon behalf of which the individual(s)acted,executed the document. WITNESSmyban seal: Notary Public tirlN.1 F R"y�i 202MG424 01It612023 01:24:05 PM 0 N me:leweilee M.Wells Title:Owner Signed,sealed and qelivered This a day of 2021 in the presence of: Unofficial Witness 0��� Notarization of Authorized Owner Signature STATE OF } LOUNTYOF On the ""'i day of in the y r S- bel met dersigned,a Motary Public in and forsaid State,personally ap eared !!!! a personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s)whose name{s} is tare} subscribed to the within instrument and acknowledged to me that he/she/they executed the same I his/her/their capacity(ies),and that by his/her/their signature{s)on the instrument,the individuals},or the person upon behalf of which the individuals)acted,executed the document. WITNES�and and ial seal: ary Public JessKA E,Qomh Nolaw Putft-swe o1 Now York No-0jCit6350pt2 OuVred In Cayuga County my Cam""k`n Ex0114M1d.31.2W2 2023.00424 0111OJ2023 01:24:05 PM OWNER Name:Frances 6.Wells Title:Owner Signed,sealed and 4elivered This--q day of M&I 202 in the presence of: Unofficial Witness X0 ,5 Notarizations of Aut homed Owner Siignalure STATE OF3 COUNTY OF On the i day of !in thhVear Z before me the undersigned,a Notary Public in and for said State,personalty appeared�iGS � _personally known:to me or proved to me on the basis of satisfactory evidence to be the individual(s)whose name(s1 is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same I his/herltheir capacity(ies),and that by hislherltheir signature(SY on the instrument,the individual(s),or the person upon half of which the individua(s)acted,executed the document. WtTNE and and o cia3 aF� CAN, otary Public Sessica ts.Crouch Notary"Ic-State Of New York NO.01OR6350012 [hralifled In Cayupe County My Commisaiarl ExpIres10.31.2024 202MG424 0111612023 01:24M PM OWNER 1 Name:Nathan K Wells Title:Owner Signed,sealed and deli Bred This�day of —,202.A in the presence of: Unofficial Witness Notarization of Authorized Owner Signature STATE OF COUNTYOF t ] On the —7dayof fn the ar ifo�efn��e rae, a dersigned,a Notary public in and for said State,personally ap eared ] t' ��personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name($) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same I his/her/their capacity(ies),and that by his/her/their sign ature(s)on the instrument,the individual($],or the person upon alf of which the iridividual(s)acted,executed the document. Wf1NES y d and officials t: CL t(j N M Public JCS"E.Crouch Ndary PUMC-State of Now Yak No.OsCA53.50052 OAMW fa Cayuga Counly My Commdssion expfrasl031.2024 2023.00424 0111612023 01:24:05 PM Exhibit DESCRIPTION OF PROPERTY The Property consists of parcel 33.-1-24.5,containing approximately 77.2 acres,located in the Town of Groton,Tompkins County,State of NY,shown approximately in the aerial parcel map below and more properly recorded in deed Volume SS162,Page 7001 in the Tompkins County Clerk's office. t: 5 fir. e ����+= � IiYIr�YII����I II I II III I II��II I•III '• Tompkins County Clerk Recording Page Return To Maureen Reynolds, County Clerk HARRIS REACH PLLC Tompkin!5 County Clerk 320 North T1 o9a Street Ikhaca, NY 14850 C607) 2 74-54 31 Document Type. DEED MISC ReceEpt dumber: 2�355121 Grantor(Pany 11 Granter (Piarty 2) rtTVIW INVESTMENTS INC YELLOW BARN SOLAR LLC Foes Traft&fnr Arrtit: $14,$00_01) Rei�orOing Fee $20_01) Instrument #: 2023- 422 TR-584 Form Fee $5.O0 Transfer Tax #: 001071 Pages Fee $35.00 State Surcharge $20.00 State Transfer Tax $58.00 Property located irk Gratarr County Transfer Tax $29.00 Total Fees paid: S167.00 sige of Now York County of Tompkins Rccordcd en January I nth, 2023 at 1:24:03 PM with a LOW Pubs Count of 7. Tompkins Gnu nth C lwk This shod consbUlEps ft GkA Is undor"munr mQuir$d by sQdora 319-of ft ReaO worry taw ofdha Stgre-of Now Ych* Ks Do Nal Detach 2�23-0aa22 011181202a 01:24;pa PM MEMORANDUM OF OPTION THIS MEMORANDUM OF OPTION("Memorandum of Option")is made and entered into as of 20 L1 by and between: STW Investments,Inc.,a Corporation formed under the laws of the Commonwealth of Pennsylvania, with an address of 420 South York Road C-4,Hatboro,PA 19040{collectively referred to herein as 'Owner'}and Yellow Barn Solar,LLC,a Delaware Limited Liability Company,with an address of 2045 Lincoln Highway, Edison,NJ 08917((referred to herein as"Operator'y. WHEREAS: A. On the date hereof,the parties have entered into an Option Agreement to Lease Real Property {the"option Agreement"]which by its terms grants Operator an exclusive option to lease property and to obtain certain easements and other rights in order to evaluate the suitability of the Property for purposes of the development,construction and operation of a solar photovoltaic electricity generation and/-0renergy storage facility(the"Opt ion'),and further gra nts to Op erat or present easements for access on and across certain land which is more particularly described in Exhiblt i attached hereto and incorporated by this reference(the"Property"); 1 B. The term of the Option is for a period beginning on the date hereof and expiring on 9L, u", ,20&unless theretofore exercised; C. If the Option is exercised by Operator Or its successors or assigns by delivering a notice of exercise to the Owner,then Operator or such successors or assigns Will have a right to cause Owner to enter into a lease agreement for all or portion of the Property upon the terms and conditions set torth in the Option Agreement;and Q. The parties desire to enter into this Memorandum of pption which is to be recorded in order that third parties may have notice of the interest of Operator in the Property and of the existence of the option to enter into a solar rights use easement covering the Property, as set forth in the Option Agreement,and of certain easements and rights granted to operator in the Property as part of the Option Agreement. NOW, THEREFORE, in consideration of payments and covenants provided in the Option Agreement to be paid and performed by Operator,Owner he re bygrantsto Operator that cert a i n exclu s ive Option to enter into a lease agreement covering the Property on the terms and conditions set forth in the Option Agreement,together with certain present easements to use and enjoy the Property,all as more parti cu larly set forth in the Option Agreement. All of the terms,conditions,provisions,and covenants of the Option Agreement are hereby incorporated into this Memorandum of Option by reference as though fully set forth herein,and the Option Agreement and this Memorandum of Option shall be deemed to constitute asingle instrument or document. Should there be any inconsistency between the terms of this Memorandum of Option and the Option Agreement;the terms of the Option Agreement shall prevail. 2023-00422 0111812023 01:24:03 PM The Option Agreement evidenced by this Memorandum of Option may be exercised by the execution by Operator,or its successors,or assigns of a notice of exercise,whereupon all the easements and rights that are set forth in the Option Agreement shall,if not effective by their terms prior to delivery of such notice, immediately become effective and binding upon the Property and Owner,all successive owners of the Property,and the successors and assigns of Owner,all for the benefit of Operator and its successors and assigns. [Signature pages follow. 2�23-0t3a22 0111812023 01:24:p3 PM IN WITNESS WHEREOF,Owner and Operator have executed this Memorandum of Option On the date first above written. OPERATOR Yellow Barn Solar,LLC Name:Eric Millard Title:Chief Cornmercia[Officer Signed,sealed and delivered This 22 day of Sun¢ 202 1 in the presence of: Unofficial Witness Notarization of Authorized Yellow Barn Solar Signature AshanW Hankins STATE OF N R-A-3 Jeri—r ) NOTARY PV9W STATE OF NEW ARMY COUNTY OF M I 1 IwoarioN EUP1REs waamz� on the 2--- day of oAL in the year 2-oT-1 blIefor me,the undersigned,a Notary Public in and for said State,personally appeared �-c }V1 k I I� _ personally known to me or proved to me on the basis of satisfactory evidence to be the individuals)whose name(s) is (are) subscribed to the within instrument and acknowledged to me that helshelthey executed the same i his/her their capacity0es),and that by his/her their signature(s)on the instrument,the individuals),or the person upon behalf of which the individual($)acted,executed the document. WITNESS my hand and offici I- A HqN ' G'TA+�a- Notary Public �. jDU84�G H Vl' JER`'�y i 2r}23-0aa22 0111812023 01:24:p3 PM OWNEFt Na e; Title:Authorized Signatory Signedt,.1sealed and d [vered This J day of _,202 in the presence of: Unofficial Witness Notarization of Auth ized Owner Signature STATEQF COUNTY OF On thea/M day of �cc n r� in the y�e/ah / before me,the undersigned,a Notary Public in and for said State,personallyappeared JAr7�ES �, -T-.E '4 personally known tome or proved to me on the basis of satisfactory evidence to be the indivi-s) whose name(sl is (are} subscribed to the within instrument and acknowledged to me that helshelthey executed the same I his/her/their capacity{ies},and that by his/her/their signature(s)on the instrument,the individual(s},or the person upon behalf of which the individual(s)acted,executed the document. WITNE S y hand and off l2 seal: Notary Public CammonweutT of i>enn"aMa-HotAry s"t eAM0ADEAASI•notary Aubllc Bucks County aly twmisslcn ERPV"Afro B,2022 commmli you 10379 1 2a}23-0aa22 01118(2023 01'24'03 PM OWNER Name: Title:Authori2ed Signatory Signed,Aealed and delivered This=day of `VQ- 202� in the presence of; s��CiF>� 1 cl'7C C:Yt4 Unofficial Witness Notarization of Authorized Ow ne r Signa tu re STATE OF } COUNTY OF �V CXIS On the W day of — tU hIP,_ in the year 0-)Alt before me,the undersigned,a Notary Public in and for said State,personally appeared EAm1!51 4;+pk'Cifs C J!ti'personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is {areI subscribed to the within instrument and acknowledged to me that he/she they executed the same I his/her/their capacity}ies),and that by his/her their signature(s)on the instrument,the individual{s},or the person upon behalf of which the individual(s)acted,executed the document. ES my and and icial se ConrnonwelMOf sw TIFFANY AFly 10 C pY COMkNSSION b(F1gF$AIAY 4 802i Notary Public M A(BER104M 2023-00422 0111 812D23DI'24'03 PM Exhibit I 1 ESCRI PI 10 N/F PRO• The Prope rty consis ts of parcel 2 S-1-3 3,2,c-a nta ini ng a p p roxi m ate IV 925 1 acres,located in th e Town of G roton,Tom pk ins Cou nty,State of NY a nd more properl V recorded i n deed Volume 5 887 1,Page 11 !�• C� 1.�; r� ��`�' :'{'- ... �i�r•�sW�: .•y tip:, -',1._•. ., ;wji Exhibit 2 MEMORANDUM OF OPTION THIS-VEM0FtA IY0VM OF OPTION I"Man-jora ndum of Option is made And en terod ir110 as of August 30th , 20 21, lay and be1, een Robert Munson, with an acFdre55 of 831 Buck-Road.Groton, NY 13073 preferred to herein as "OwiiW) and Yellow earn spar. LM a Delaware Lirnited Liability Company,with an jliIdress flf 24145 LinDOI r HighwBy, Edisorb, NJ{16S17 I (;referred to h-aron as"-Dperaxor). YVHERUkS: A. On the date hveof, the parties have eMered into ion Option Agreement to Lease Rear Property [the "Option Agreement"} which by its terms grants Operator an excl-usive apxkon to lame property and to -obtain cerxaarn easements and other rights in g(deF to -eyaluate the suitability of the PrapertV Ifor purposes of th,e deMelopment,construction and Operatiorw of a solar photcHmiltalc-4�irtf city g&r cration facil ity+ (the "Optlon") and further grants to Qperatnr present easements for acres on and a rr05s certairn land which is more pa rti.tul arlyr described in 5xhilbit 3 aCtached hereto and incgrparptad bV this refvence(the "PrDPertY),' R. The t-Erm of the Option is for a period beginning on the date thereof ancl e?(Orin� on August 30th— 20auril ess theretofore exerused; C. IF the Optann is -exercised by Operator ar its succeo- ws or 3s5lgns by delivering a notice of exirclse to Ehe Owner, then Operator qr such 5uccigssprs or assigns will have a right to cause Owner to eater into a lease agreemem f40r all ar a ptrrtiorl of the Property upofL the k-pern5 pnd conditions set forth in the Option Agreement;and D. The "rti'er,desire to enter into this Memorandum of C�pticin whicf1 is to be re-corded In order thiat [Turd partie& may have noslee of the knterest of Operator In the Property aced of the exiLbEnLe of the Option to enter into a solar rights use easement covering the Prapetty, as set Forth in the Optic+ AV"alert, and Of ceroin -pawments and xWhts granted to Operator in the Property as part Of the Option Agr ee ment. NQVJ, THEREFORE. an Consideration Of PaY7riMS and -cOwena nts ptovlded In the Dpt ion Agreeme-tit m be paid and perfor-med by QperatCIr. Darner hereby grants to 0mrakor Char et:tain fsclusive Option Lo enter Into a lease-agreement rwerind th-v Property an the terms and randitions set forth in the Option Agreement,together vwi b certain present easements to Use and Cni-ov the Prgppltyr, all as more pirticuljiriy+ Set forth in the Option Agreement. All ad the terms, condiimm, prowlsions, and e enants of the Option Agreerm+ent are heretiw Incorporated into this Memorandum of optiom by reference as though fully Set firth h-arein, and the Option Apeerr3erit jaind th-ps Mernuran-durn Of Qpriga oOMMI o-x•0 13 sh@ll be deemed to constit-ute a -single Instrument or dacument. Sho-uld them be any mcor+sistency helween the terms of this Mernorandum of Uption and the Option Agreement; the terms of the Option Agreerrien# shall prerrail. The Option Agreement ewl denied by IM Memorandurn-of Gptian maw be exercls+ed by#fie eKc culkm b�y Operator. 03r its successors, or asxips of a notice Of MrciTIEr WhMUPE-n all the easemertiCs and rpghts that are sat forth in the Option Agre0-mtInt Sball, if Aok eftectwe by their kerrms ;PriQF tQ deliwery of such notice, sm+mkiately became eWive and bindinZ LLpHon Iht- Propmyr and Ownee, all successi4e owners of the Ruper[g, and ahe yucccssor5 and a5slgnk of Owner, all for the henerk Of Operator and lis wue=rs and assigns. jSlgnatute pages folbw.] MMAWa,AD160 14 IN Wff t?E55 WHEREOF,Owner a nd 0peratim have executed this mamorandum of Optlon on the d.pte fvit gt�oye written. OPERATOR Yellow darn Solar, LEC �fj� N,�mE!! Eric Millard Tilde; Chief Commercial Ofricer Sign, sealed and d6vered This k ,day+of 202 L I-n the presence of: Unofficial witness No#arilzal;lon of Autherdted Yellow Barn 5olpr Signature STATE IMF Ue V �0 or p 4 1r y COU14TYCF M-d jLz $40- � On khe 73 day of Pfflwyr in the yEat ,��� � before nw,thre undarsiped,al Notary Public in and for 5aid State, perwnatlw Qppgar� 9'f M1if'&•' per-5anallyr known to me or proved to me on the basls of sa#IaFu#ory evidence to be the 1rmdwldua;(s} whose name(s) i5 Jars] subscrit]iild po the wiThIn iltis mment and adUawledged to me that h8{she/they+ mxeuted tho same I his/hefAhelr<apmi its], and that by hirr/her/their sipature[5}on the instrument, Che individual(s), or the person up#m behalf of which the indiw dual[sk acted, executed the dncumerxt. VATAI E55 my ha n d and officia I set 1: Nk taryr blic ,r,A.-_ r� OWNE#� flame=#RabPrt Munson Title,C[wner Signed, sealed aind d�llr red This days 43f i, -•4 2-0�i Ln the pemcnreof; Unofficlal Witness flotikri#ation of Authori2ed Owner Signature STATE OF '� cou NTY OF rN'P 14 1 On the � �� �! 44 �4 in th �r f�-'04� b0bre me,the undersigned, a Rntary Publir-in and Ff)r said btate, pef5Qna11v appe;3rd�-d L)l f\. pefsonatlyr kngWn tp me or prod to me on the basl!L of sawfattory ewWerice to be the ir4dlwidual(sl who&e riame(sj Is lare) subserfb'Ld to the wiThin instrurilEnt and aLknawledged W me that F-e{sWtheyr executed the same I hisjher/their capariMies}, and that by hisftierfthei-rsignature(g)gn the instfurnent, ttw inditirldrkal{5a, or the person upon behall of whlchw the Irpaivi dual(o acted,c"wied the clotument. WjT:I ESS my hand aid official Sea I: F CL L k-i.A-L ILJ Notary' Pub if; !1AURF1914A.,Aegatirsn �rPRihi3004JW Y Exhibit i dE$CRIPTICN OF PROPERTY The PTope rty Ecrnsisks-of the i§Pardon of Pb rcel M•1.3$.1, corita I+iirq appromlmatePW 58.12 wrest located in the Town of Lansing Tompkins County,State of NY.she wn approxirnataly in the Aerlal map be low, and more prowly recorded in deed Bonk 64 5,Page 788 in the To m pkins County IrIAWS office.Thy Property extludei suckle 7.31 acrt port Dn of the Parcel as su"Wided and deplrte-d in the su-rvey map on the Fo[lawing page, 4h-4CIr/rr—•; %;M"•2 dr-r _ inMWiF OW VA*L.M IOC F64rqCIM Ii�r"LL' _ F��Sw 4fb'rbL+: frwllL�7F q - y}+• r ' � ter• .. . - —�- �I daMMLM DOMMI 11 Are.a P xcluded from Prolpen r 7C21.17m 07r+5raG21 113:W10 pw SURVEY MBE ptWM m TOWN OF L NS IN'G GOUNTY OF 70YP STATE OF NEW YOL K 'MAP F .-1 r RR � FT� � AmD �elP-tire I ir-.�•. LL: PFT 1w op" l4 amm"m QR � YF i-PLFlf Iopop Y F.7a GPM Ppow:yr �5 Im{I�iL 1.i1!R�f it I ns L + t 144 ` inik 721 I 0144 # vall — *�W is a �17fv I FJk • �1.� jK rr + =.p. CMLlVbo«,,i i MEMORANDUM OF OFIFI N AGREEM ENT FO R PURCHASE OF REAL PROPERTY THI$MEMOItANC IU M OF OPTION ACRE EMEPYT FOR PU RCHASE O F R EAL PROPERTY'("Memarandurr«of Option') is made and entered Into as of . )Ut_�? Cz�t i ] ], by and lwtween The Robert Tuaroho J r_Liwing Trust,with a n address-of 991 Sovmoi HIM#load:Groton,NY 13073 (th.e -Owner'M;a cad Ye How darn-5olarr LLC. a peJawwe Limited Llabillty+Company with an address of 7045 Eimol n Highway, Ed isan, NJ 1OU17 (refenred to herein$6 "Operator''). WHEREAS: A. On the date her-Rof. the parties hav*entered into an Opti ar Agreement for Purchase of Real Pvop@dy Ithe 60ption Agreement"l which by its terms grants Operator an aptian to purchase pmperty1 (t he"Option"f more particularly described in Exhibit l attached here17a and incorporated by th is refe re nee {the"Prapertynp. and futthfcar.1AB to Opeeaxor present easements fax access on and across the Property -and for nth er purposes; B. Thr term of the Option is for a period beginning on the date her:ead and expiring on ,5tAILI , 1016 unless thf1(at41-0r@ exercised; C. If the Option: i� exercised by Operator or its successors or assigns, then Operator Or such svccesaar� Or -Migns will have a right W purchase the Property: upon certain terms and tunditiOns set forth lathe Option Agreement. Unle-5x tbeperiod is extended,the"Ice of Exercise mustbe gimp within the term of the option set forth a bmw;and O, 'The partles desire 0 enter inum this Mtrnoraodum OFOpti*n which lsto b@ rwordt-d in order that third partial may hav-e:1otitt of the irfterest of Opera-tor in tie Pil2perty grid Of t-he Axistence of the Optlon to purchase the ProWyr, as set Barth in the Opfn Agreement, and of [ertiain easements and ghts gramed to Ovelator in the Property:as part of tht Option Agreement. IVOWr i'm5REFORF, In con-sideration of p"mervs and cvwenants Novided In the option ,ggntement to be paid and perform@d by Operator,Owne r h-erebv grants tD Qpe rator that t*rtai n excrusive Optioo to purchato the Pro"rtyr on the terms.-arid conditions sat forth ir1 the OptioM AgrfitMe!itr together wdh certain lirnited easernerits fir a-cress to t#it Pro perky,a R as more particularlw set forth in the Option Agreement. All of the terrrks. conditions, RrovIsion5, end-cgvefla nts of t he Opt ion,agreeme+rt are he reby incorporated inW this hnemarandum of Optlon bry reference $5 thojigh fully set Forth, herelMr and the O ption Agreeme nt and this Memara ndum of Opt Io n shall be deemed 10 con€tltut-a a 5inEle instrument or document. Should there bE any inr�on5Lgency between the Ierm5 oFtM5 Memorandum QfOption aad the Option Agreement the terms of the Qptipn Agreement 5ha II prevail. The Option evidenced by #hls Mernorisndum of OIXion may be exercpsed by the execution by Operator:or its permitted 5u[CeMr510r.0551$n5 Of d notice of exerci5e. (ftnature pages follow l IN WITIRW W11JER WF,Qwrter and Opsratur#'aye exutrted this Memorandum of Option an the datE(If atabove wiluen. P Yel Barn,5olir, r Name; Eric Millard TItle:0 10Canwerclal Offlcer Steed, sealed and delivered in the presence aF- U-of-rMal!WITnest y Nonrizatlpn of AwhorIzed Yellow h.Prn S915r,CLC VgnatUre STATE OF M W j L I On the day SF r r'L', an th-ey"r �L Way m tie vnd"s1re4, a IWAaty Ru<ak In art-d for Bald State, personalty appeare-d fIA. �•It�r — pQrwnallly known to me or proved to mr+on the basks of sallslantoro ewiden a to be the Indhridual(s f whase rwme(sl Is{Pro]wbscrMed to lose withIrp lostrurrlord and acknuwledged tome that heishelihey execused the same I 'his/h rlt hei r capadty(iesp, and ttw# twy his(hex/thelr s!Snaturelsj i;n the Ingrummt. the hAtwidual(s],or the permin upon behalf of which the 6ndividualls}a ed, executed the document. 4w E 5�n hand and offltlal seal: R-0 IV Alig r pu blhc "A Raga �` Rosanna Alvarez .. .• STATE of NZ:W JERSEY ST , ID 0 501467713 +� J �S I f.Jq�IRE$a� Nz5 OWN Name; Robert TvamhF a Slgftd,scaled ar14 der Bred Ptls day+of .2a2./— I n the presence-0: n#ffltlsl Witness Natarl:atFon of Authorraed owner S4PW 4P STATE OF �C COUNYY OF VW%AiT On the day of -U4�b In the year . .( before me, a u-ndersigned, a Nola rw Public in and for said State, personally appeared perwria Ilyr k nown to me or pr 0l to me an the MI5 o4 satlsfa6'-'4aryr exAde nre to be t he indMdlualisl whose rtame�s) Is I-am]suhsor+bed to the within IrWrument aod aokn wledged to me that he�she�theyr executed Oe same I bisfher/their uvaaky;Jes), end khat. by hlsAer/tlhelr s18nrxtvre,[5) on the Instrument, the iodivodualN)r or the person upon behaIFofwhich the indiv+dual�s1 acted, evecuktd the document. WaN M my hand end W10PI gal; N t5rVPUt311CLAMGLj3.VQIFM Noupy PUt3LPC,!97ATE OF NEW YOM Rm�wr3"hlu O@AMW FM ChAK1WkM1xT0AftCaA1y OMWF aN W It-'17 f Figure E1.1—Assumed Subdivision Area Exhibit 1: Description of Property The Property consists of parcels 32.-1-1, in the Town of Groton,Tompkins County, NY, containing approximately 108.98 acres, show approximately in the aerial map below. A portion of the parcel shown approximately in red in figure E1.1 shall be subdivided from the Property at or prior to Operator's exercise of their Option and is excluded from this Option. dpp PL It rRld s R _ K dP I�r�� 44i tirt au tii�l VWft" 7. M i{R io shI rr TM"U w 1 w4F war RIFM Ydw G 16L FaWO IPO*ri--OF-0 f Porn Mno Wm Orrl mWK 0 N-Wih�9.9 } SwW cYWIsfdctrb. - ��� - 48�nFsl A. . += 11111111 111'H11 11111.1 11111111N�1,111 11111 '• Tompkins County Clerk Recording Page Return To Maureen Reynolds, County Clerk HARRIS REACH PLLC Tompkin!5 County Clerk 320 North T1 o9a Street Ikhaca, NY 14850 C607) 2 74-54 31 Document Type-: AG R EEM E RT - Er E EID ReceEpt dumber: 2�355121 Grantor(PaM 1) Grams (Piarty 2) BENSON, UNDA T YELLOW BARN SOLAR LLr— Foes TrinirS!&fnr Arrtit= $27,450-00 ReC-OrOirrrj Fee VO-00 Instrument #= 2023- 413 TR-584 Form Fee $5-00 Transfer Tax #_ 0010I52 Pages Fee $30.00 State Surcharge $20.00 State Transfer Tax S110.00 Property located irk Gteiars County Transfer Tax $5 5.00 Total Fees paid: $240. 0 sige of Now York County of Tompkins Rccordcd en January I nth, 2023 at 11154 PM with a Ioial pub4: cumit of fi. Tompkins Gnu nth C lwk This shod consiitudas ft GkA Is undor"munr mQuir$d by sediara 319-of ft ReaO worry taw ofdha Stgre-af Now Ych* Ks Do Nal Detach 2023-004s3 011181202a 01:23:54 PM MEMORANDUM Of OPTION AGREEMENT FOR PURCHASE OF REAL PROPERTY THIS MEMORANDUM OF OPTION AGREEMENT FO PU CHASE OF REAL PROPERTY("Memorandum of Option')is made and entered into as of 17� by and between: A.Fay Benson and Linda T.Benson,with an address of 546 Cobb Street,Groton,NY 13073 !referred to collectively herein as"Owner")and Yellow Barn Solar,LLC,a Delaware Limited Liability Company,with an address of 2045 Lincoln Highway, Edison,NJ 08817(referred to herein as"operator"�. WHEREAS: A. On the date hereof,the parties have entered into an Option Agreement for Purchase of Real Property(the"Option Agreement")which by its terms grants Operator an option to purchase property (the"Option")more particularly described in Exhibit!attached hereto and incorporated by this reference (the"Property'),and further grants to Operator present easements for access on and across the Property and for other purposes; B. The term of the Option is for a period beginning on the date hereof and expiring on So t ,2026 unless theretofore exercised; C. If the Option is exercised by Operator or its successors or assigns,then Operator or such successors or assigns will have a right to purchase the Property upon certain terms and conditions set forth in the Option Agreement. Unless the period is extended,the Notice of Exercise must be given within the term of the Option set forth above;and D. The parties desire to enter into this Memorandum of Option which is to be recorded in order that third parties may have notice of the interest of Operator in the Property and of the existence of the Option to purchase the Property,as set forth in the Option Agreement,and of certain easements and rights granted to Operator in the Property as part of the Option Agreement. NOW, THEREFORE, in consideration of payments and covenants provided in the Option Agreement to be paid and performed by Operator,Owner hereby grants to Operator that certain exclusive Opt ion to purchase the Property on the terms and conditions set forth in the Option Agreement,together with certain limited easements for access to the f roperty,all as more particularly set forth in the Option Agreement. All of the terms,conditions,provisions,and covenants of the Option Agreement are hereby incorporated into this Memorandum of Option by reference as though fully set forth herein,and the Option Agreement and this Memorandum of Option shall be deemed to constitute a single instrument or document. Should there be any inconsistency between the terms of this Memorandum of Option and the Option Agreement;the terms of the Option Agreement shall prevail. The Option evidenced by this Memorandum of Option may be exercised by the execution by Operator,or its permitted successors or assigns of a notice of exercise. [Signature pages follow.] 2a}23-0p4s3 0111812023 01:23:54 PM IN WITNESS WHEREOF,Owner and Operator have executed this Memorandum of Option on the date first above written. OPERATOR Yellow Barn Solar,LLC S�— -e k&>— Name:Eric Millard Title:Chief Commercial Officer Signed,sealed and delivered This f i day of 5 t 262 1 in the presence of: Unofficial Witness Notarization of Authorized Yellow Bam Solar,LLC Signature STATEOF WO}}�VSL� I COUNTY OF On the// day of k11� in the yearIp14 before me,the undersigned,a Notary Public in I► and For said State, rsonatly appeared tf-'i:lu'llm"A perso na Ily k now n to rn e o r proved to me on the bas is of satisfa cto ry ev idence to b e t he i ndiv id u al(s)w hose names)is(are)subscribed to the within instrument and acknowledged to me that he/she/they executed the same I his/her/their capacity(ies), and that by his/her their signature(s)on the instrument,the individual(s),or the person upon behalf of which the i rid ividuails)acted,executed the document. WITNESS my hand and official seal: RT Rosanna Alvarez Notary Public NOTARY PUKIC STATE OF NEW 49RSSY ID N 601687713 2023-0U413 0111812023 01:23:54 PM OWNER Iy Name:A.Fay Benson Signed, led and delivered This�+flay of( 202� in the presence a n cia]witness Notarizatian of Authorized Owner Signature STATE Of A } COUNTY Of } On the ajdayof Atnv4in the year efore m the un rsigned,aiNotary Public in and For said State, pe alty appeared Y N personally known to me or proved to me on the basis Of satisfactory eVico nce to be the individu all s]whose names)is f are)subscribed to the within instrument and acknowledged to me that helshelthey executed the same I his/her/their capacity(ies), and that by his/her/their signature{s}on the instrument, the individual{s},or the person upon behalf of which the individual(s)acted,executed the document. WITAIE55 my hand and official seal: Notary Public ALLEN BOOTY KIRSCHEHROFLEt NOTARY PUBLIC HARFORO COUNTY MARYLAND YyMmmSM&Vft5 DECOMRU MA 2023-00413 0111812023 01:23:54 PM OWNER Name:Linda T.Benson SignedAled and delivered This-'Hay of U ,202 in the presence of: n Mal witness Notarization of Authorized Own Signature STATE OF A4 } COUNTY OF �I G �+y } On the L day of Y in the year he re me the undersigned,a Not ry Public inI and for said State, pe ally appeared �,v ,rra G(j CA kJ 11 �r1So� personally known to me or proved to me on the basis of satisfactory evidence to be the individuals)whose namejs)is(are)subscribed to the within instrument and acknowledged to me that he/she/they executed the same! his/her/their capacity(ies),and that by his/her/their signaturels)on the instrument,the individuals),or the person upon behalf of which the individual(s)acted,executed the document. WITNESS my hand and official seal: Notary Public A AM SCOTT KMSGHEfi1{9R NOTARY PUBLIC HARFORR COUNTY MARYLAND hW OOA6YA M*M E1tl I7tE8 DEM3M 2A 2M 2023-0pa13 01118(2023 Of 23:54 PM Exhibit 1:Description of Prooert5 The Property consists of parcel 24:1-14,containing approximately 136 acres,located in the Town of Groton,Tompkins County,State of NY and more properly recorded in deed Book 594,Page 447 in the Tompkins County Clerk's office. Parcel 1pt SOZHB9-24.•1-14 r 4 � �+eila•fir.-�i:�� Land Wlue :..-. K,• .. i!�:�.. Repertr Llas n,ii. .. Property Deecriptinn:r�•r?app ..- Frantl�ePlh Schppl plstritY c•c:`•i - '1 .ice_ .�:.��� ��'s:x:: u»�--s.,•.la yry •�• - 1 ':rr�, rib. .I•+ :1 �f. ._.. -:,• I rti. •� Fri .�i; �"> �-`y��'- •;;/e: '• Tompkins County Clerk Recording Page Return To Maureen Reynolds, County Clerk HARRIS REACH PLLC Tompkin!5 County Clerk 320 North Tioga Street Ikhaca, NY 14850 (607) 2 74-54 31 Document Type. DEED MSC ReceEpt dumber: 2�355121 Grantor(Pa 1) Granter (Piarty 2) 110 LUC YELLOW BARN SOLAR LLC Foes Transfer Arrtit= $Z0,.8W.00 ReC-OrOirrrj Fee VO-00 Instrument #= 2023- 417 FP-584 Form Fee $5-00 Transfer Tax #_ 001066 Pages Fee $45-00 State Surcharge $20.00 State Transfer Tax $84,00 Property located irk Gratarr County Transfer Tax $4 2.00 Total Fees paid: 5216 00 sige of Now York County of Tompkins Rccordcd en January I nth, 2023 at 1.2158 PM with a LOW Pubs Count of 9. Tompkins Gnu nth C lwk This shod consiitudas ft GkA Is undor"munr mQuir$d by sediara 319-of Nee ReaO worry taw ofdha Stgre-af Now Ych* Ks Do Nal Detach 2023.ON17 0111812023 01:23:5B PM MEMORANDUM Of OPTION THIS MEMORANDUM OF OPTION("Memorandum of Option")is made and entered into as of �.r I` 20 Zl by and between:HK3,LLC,a Limited Liability Company organized under the laws of the state of New York,with an address of 5541 NE 20"Way,fort Lauderdale,Ftorida 33308{referred to herein as"Owner"]and Yellow Barn Solar,LLC,a Delaware Limited Liability Company,with an address of 2045 Lincoln Highway,Edison,N3 08817((referred to herein as"Operator"). WHEREAS: A. On the date hereof,the parties have entered into an Option Agreement to Lease Real Property (the"Option Agreement")which by its terms grants Operator an exclusive option to lease property and to obtain certain easements and other rights in-order to evaluate the suitability of the Property for purposes of the development,construction and operation of a solar photovoltaic electsicky generation and/or energy storage facility(the"Option"),and further grants to Operator present easements for access on and across certain land which Is more particularly described in Exhibit 1 attached hereto and incorporated by this reference(the"Property"); B. The terra of the Option is for a period beginning on the date hereof and expiring on i='<,W^� \1� 201&unless theretofore exercised; C. If the Option is exercised by Operator or its successors or assigns by delivering a notice of exercise to the Owner,then Operator or such successors or assigns will have a right to cause Owner to enter into a lease agreement for all or a portion of the Property upon the terms and conditions set forth in the Option Agreement;and D. The parties desire to enter into this Memorandum of Option which is to be recorded in order that third parties may have notice of the interest of Operator in the Property and of the existence of the Option to enter into a solar rights use easement covering the Property, as set forth in the Option Agreement,and of certain easements and rights granted to Operator in the Property as part of the Option Agreement. NOW, THEREFORE, in consideration of payments and covenants provided in the Option Agreement to be paid and performed by Operator,Owner hereby grants to Operator that certain exclusive Option to enter into a lease agreement covering the Property on the terms and conditions set forth in the Option Agreement,together with certain present easements to use and enjoy the Property,all as more particularly set forth in the Option Agreement. All of the terms,conditions,provisions,and covenants of the Option Agreement are hereby incorporated into this Memorandum of Option by reference as though fully set forth herein,and the Option Agreement and this Memorandum of Option shall be deemed to constitute a single instrument or document. Should there be any inconsistency between the terms of this Memorandum of Option and the Option Agreement;the terms of the Option Agreement shall prevail. The Option Agreement evidenced by this Memorandum of Option may be exercised by the execution by Operator,or its successors,or assigns of a notice of exercise,whereupon all the easements and rights that are set forth in the Option Agreement shall,if not effective by their terms prior to delivery of such notice, immediately become effective and binding upon the Property and Owner,all successive owners of the 2023.ON17 0111812023 01:23:5B PM Property,and the successors and assigns of Owner,ail for the benefit of Operator and its Successors and assigns. [Signature pages follow.) 1 I 2023.ON17 0111812023 01:23:5B PM TN WITNESS WHEREOF.these presents havc bccn executed this day of q $ 202V OPERATOR Yellow Barn Solar,LLA Name:Eric Millard Title:Chief Comm erciat Officer Signed,sealed and delivered This fq -day of It 202 y in the presence of: STATE Of PI'' )c 1 } � z•x' 1 cauNrrOF } i�i L On the f� day of Aft)�in the year� before me,the undersigned,a Notary Public in ' and for said State,personally appeared Eric Millard personally known to me or proved to me on the basis of satisfactory evidence to be the individuals}whose name(s)is(are)subscribed to the within fnstrument and acknowledged to me that he/she/they executed the same s his/her their capacity(fes),and that by i his/her their s€gnature(s)on the instrument,the individualls),or the person upon behalf of which the i individuals)acted,executed the document. I W€f SS my hand and official seal: eg i Notary Public �STA�pFA�S OWNER HK3,LLC I Name:Kurt Gout Title:Managing Member I Signed,seated and delivered This_day of-Sf?_ 202;2 i in the presence of: 2023.ON17 0111812023 01:23:5B PM OWNER HK3,L Name:Keith Gout Title:Member Signed,sealed and delivered This It day of )�tbJ 2025, in the presence of: Unofficial Witness Notarization of Authorized Owner Signature STATE OF l �I rl " # l3�cx�xC� 'couNn of # ' On the-IL day of TftU8 n the year before me,the undersigned,a Notary Public in and for said State,personaiiy aapp d personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose names) is (are) subscribed to the within instrument and acknowledged to me that helshelthey executed the same I hislherltheir capacity(ies),and that by his/her/their signature(s)on the instrument,the individual(s),or the person upon behalf of which the indMdual(s)acted,executed the document. WI ESS my hand and official al: i Notary Public L'OwtMy Cn�oeM OrinrW �Y Cprrml�gi G6�161 �ti� �ROr�/�OPZ6�p1'j 2023.ON17 01118(2023 01:23:58 PM OWNER HK3,LLC Na .Kip Goui Titie:Member Signed,seated and delivered This day of _202_ in the presence of: Unofficial Witness Notarization of Authorized Owner Signature STATEOF }COUNTY OF e [7i tDid } ❑n the A day of in the year G& before me,the undersigned,a Notary Public In and for said State,personally ap ed i personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that helshe/they executed the same I his/her/their capacity(ias),and that by his/her/their signature(s)on the instrument,the individual(sl,or the person upon behalf of which the individual(s)acted,executed the document. WITNESS my hand and official seal: Notary Public CUMC1�yv�i�cSurdfiwnos ��9 SOW 2023-00417 0111812023 01:23:59 PM STATE OF co �e��r C� }COUNTY OF } On the--J—day of in the year .20 before me,the vnderstgned,a Notary Public in and for said State,personally appeared Kurt Grout personally known to me or proved to me on the basis of sat{sfactory evidence to be the individual($)whose names}is(are)subscribed to the within instrument and acknowledged to me that he/she/they executed the same I his/her/their capacity(ies),and that by his/her/their signature{$}on the instrument,the individual($},or the person upon behatf of which the individuals)acted,executed the docvrn ent- WITN!6 y hand and official seal Notary public KkBU-vm 4rvre I1RNRI wwofi` C SIOIIL2 HH wlKi+ ]Fx ■ y �:� �� MaIrY Q+.OtIC StaJuWCInIEt won rq'gl yo gt�S-�f19hi+�1oH �, ' � Lammtglml wto771T7 xo-uml xtr3i ,•�� +�r co . 7ae tv,mu PhIk lonErA ilK�knlwl Xaea[y Wli. Record&Return Ia: Dickover,Don Wly&Donovan Pa Box 610 Goshen,NY I0924 Attn:Robert] 2023.OD417 0111812023 01:23:59 PM Exhibit 1 DESCRIPTION OF PROPERTY The Property consists of parcel 33.•1.1&1,containing approximately 5 1.76 acres,parcel 34.1.1.7.2 contalnIng approximately$1.28 acres,and parcel 34.1-1.7.2 contalning approximately 10.3 acres and are located in the Town of Groton,Tompkins County,State of MY and more property recorded in deed Volume 2014,Page lIZ08 In the Tompkins County C#erk's office. t:r,R.lxr.59�&HP31.•I•li.f x 777fi I I 1.0 M�lawl+�r arolcn IC Sure Sr.�ore•ns �' 7q irtr►E 1 uea 3rylun.Slnz x000 IuurlsMi Wlwe'3,62500.CU t a.nwer airs Ag+ew`ure � Preprq Dnerlyabn vae IirML,nd Fnrt3lLrgptfi:0 r St7,rrtOgrle<w.nun Parcel 33:1.18.1 .r ar,ri r,waarr,:,•�.i x I eaa M�nllry urcaa Oar S,."+krn IrrdlWr:h7.6J3m .� Arun lYlrr 591 f1fOn0 � i w4r.runa eyvr °x7 errw•r o..e�PMrr,.x�,rar� • I I—vovo Q c V sne.l awe were. wr...ers...rdrr,r > � ye{uyisa..y I I Parcel 34.1.1-7.1 2023-00417 0111812023 01:23:59 PM 'i'Partai b:SG2BB43R.•�-7Z % t..6on weaurx vane;ae MunkfR�tiry Doran i� Skr if1.3C W[re5 +�I Im Mqp 34 - 111W Vebw%u.500.00 { A.ws.d VMw 11.1 SM.00 iJ P-PWlr 00"PtW Vecent ova, � I FFOR IWpM:O e P = Ineki❑loran Run.RexR Addle All-er Parcel 34.1-1-7.2 I . += MUNI 111,110911,11.II '• Tompkins County Clerk Recording Page Return To Maureen Reynolds, County Clerk HARRIS REACH PLLC Tompkin!5 County Clerk 320 North Tio9a Street Ikhaca, NY 14850 C607) 2 74-54 31 Document Type. DEED MSC ReceEpt dumber: 2�355121 Grantor(Pany 11 Granter (Piarty 2) ]URSICK, JUDIIH YELLOW BARN SOLAR L.Lr- Foes Trartisfnr Arrtit= ReC-OrOirr) Fee VO_00 Instrument #_ 2023- 40 TR-584 Form Fee $5-00 Transfer Tax #_ 001066 Pages Fee $30.00 State Surcharge $20.00 State Transfer Tax $44,00 Property located irk Groton County Transfer Tax $2 2.00 Total Fees paid: $141.00 sige of Now York County of Tompkins Rccordcd en January I nth, 2023 at I 14M PM with a Ioial pub4: couot of fi. Tompkins Gnu nth C lwk This shod conzbtudas ft GkA Is undor"munr mQuir$d by sediara 319-of ft ReaO worry taw ofdha Stgre-of Now Ych* Do Nal Detach zoz3-0Qass 0111812023 01:24:00 PM Exhibit 2 MEMORANDUM OF OPTION THIS MEMORANDUM OF OPTION("Memorandum of Option")is made and entered into as of M nrclti ?21 20,Z_Z- by and between:Judith Jursick with an address of 59 Cobb Street,Groton,NY,13073(the"Owner')and Yellow Barn Solar,LLC,a Delaware Limited Liability Company,with an address of 2045 Lincoln Highway,Edison,NJ 08817(the"Operator'). WHEREAS: A. On the date hereof,the parties have entered into an Option Agreement to Lease Real Property (the"Option Agreement')which by its terms grants Operator an exclusive option to lease property and to obtain certain easements and other rights in order to evaluate the suitability of the Property for purposes of the development,construction and operation of a solar photovoltaic electricity generation and/or energy storage facility(the"Option"),and further grants to Operator present easements for access on and across certain land which is more particularly described in Exhibit I attached hereto and incorporated by this reference(the'Property'); B. The term of the Option Is for a period beginning on the date hereof and expiring on Mt.r,,k 3 f ,20L-&nless theretofore exercised; C. If the Option is exercised by Operator or its successors or assigns by delivering a notice of exercise to the Owner,then Operator or such successors or assigns will have a right to cause Owner to enter into a lease agreement for all or a portion of the Property upon the terms and conditions set forth in the Option Agreement;and 0. The parties desire to enter into this Memorandum of Option which is to be recorded in order that third parties may have notice of the interest of operator in the Property and of the existence of the Option to enter into a solar rights use easement covering the Property, as set forth in the Option Agreement,and of certain easements and rights granted to Operator in the Property as part of the Option Agreement. NOW, THEREFORE, in consideration of payments and covenants provided in the Option Agreement to be paid and performed by operator,Owner hereby grants to operator that certain exclusive Option to enter into a lease agreement covering the Property on the terms and conditions set Forth in the Option Agreement,together with certain present easements to use and enjoy the Property,all as more particularly set forth in the Option Agreement. All of the terms,conditions,provisions,and covenants of the Option Agreement are hereby incorporated into this Memorandum of Option by reference as though fully set forth herein,and the Option Agreement and this Memorandum of Option shall be deemed to constitute a single instrument or document. Should there be any inconsistency between the terms o€this Memorandum of Option and the Option Agreement;the terms of the Option Agreement shall prevail. The Option Agreement evidenced by this Memorandum of Option may be exerclsed by the execution by Operator,or its successors,or assigns of a notice of exercise,whereupon all the easements and rights that 2023-00419 0111812023 01:24:00 PM are set Forth in the Option Agreement shall,if not effective by their terms prior to delivery of such notice, Immediately become effective and binding upon the Property and Owner,all successive owners of the Property,and the successors and assigns of owner,all for the benefit of Operator and its successors and assigns. [Signature pages follow.] 2023-00419 0111812023 01:24:00 PM IH 1 rMESS WHEREOF,Owner and Operator have executed this Memorandum of Option on the date first above written. OP RATDR Yellow Earn Solar,LLC Name:Eric Millard Title:Chief Commercial Offirer Signed,sealed and delivered This_day of .202_ in the presence of: Unofficial Witness Notarization of Authorized Yellow Barn War Signature SPATE OF AA COUNTY OF L �t On the ; day of f in the year r['T'- heiore me,the undersigned,a Notary Public in and for said State,personally appeared L Y i (t1s t A� 1 Personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s)whose name(s)is (are) subscribed to the within instrument and acknowledged to me that heJshelthey executed the same I hisiher/their capacity(ies),and that by his/her/their slgnature(s)on the instrument,the individualjs),or the person upon behalf of which the individuaIN acted,executed the document. W ESS my hand and official sear Rotary Publi ��. � -0 xwc�7aoa.s � C�� � 2023-00419 0111812023 01:24:00 PM i OWNER Qr M [ S H IC Name:Iudith Iursick Title:Owner Signed,seated and delivered This -JL day of MA)c.A 202 Z— in the presence of: Unofficial Witness Notarization of Authorized Owner Signature STATE OF k7f 64ro",A } COUNTYCF S� �-_ On the day of in the year ZU 11 before e,the undersigned,a Notary Public in and for said State,personally appeared 5c,�� 'Sv.s,_ personally known tome or proved to me on the basis of satisfactory evidence to be the individual(s) whose names}is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same I his/her/their capacity(ies),and that by his/her their signature(s)on the instrument,the individual(s),or the person upon behalf of which the individuals}acted,executed the document. WITNESS my hand and official seal: THOMAS RACKLEY NOTARY PUBLIC WAKE COUNTY,NO Notary Public My Commission Expires 98-27-2023 aoownovn.s za}z3-0pass 0111812023 01:24:00 PM Exhibit 1 DESCRIPTION OF PROPERTY The Property consists of parcel M 1.25.2,containing approximately 32.45 acres,located In the Town of Groton,Tompkins County,State of NY,shown approximately in the aerial map below,and more properly recorded in deed Hook 47478,Page 6DD1 in the Tompkins County Cletvs office. �-Parcel IU 502689-34.1-252 X -�as , LPcetlo- Cobh St Munlclptligs GTOton Sim 33A9 Acres Tax Mop:34 Lind Wtut.570.900-W AU&Md tfa[YF 570.90000 Pftpt+ry C4u'Agriwl[vre PMP"ptacripllon:We larmtanA FfoMJOpM;0.0 Svhool pimlck Grown Ye..dddmcnel QMeils Pun a Reecn Aed lc Pe�¢s MUNI 11109111 '• Tompkins County Clerk Recording Page Return To Maureen Reynolds, County Clerk HARRIS REACH PLLC Tompkin!5 County Clerk 320 North T1 o9a Street Ikhaca, NY 14850 C607) 2 74-54 31 Document Type-: AG R EEM E RT - Er E EID ReceEpt dumber: 2�355121 Grantor(Pa 1) Grams (Piarty 2) CRUZ, XEV1 N YELLOW BARN SOLAR LLC Foes Transfer Arrtit= $:�1,0❑O-00 ReC-OrOirr) Fee $20-00 Instrument #_ 202.1-00415 TR-584 Fora, Fee $5.O0 Transfer Tax #_ 0010 4 Pages Fee $55.00 State Surcharge $20.00 State Transfer Tax $124.00 Property located irk Gratarr County Transfer Tax $62.00 Total Fees paid: $286 00 sige of Now York County of Tompkins Rccordcd en January I nth, 2023 at 11156 PM with a LOW Pubs Count of It. Tompkins Gnu nth C lwk This shod consbUlEps ft GkA Is undor"munr mQuir$d by sediara 319-of Nee ReaO worry taw ofdha Stgre-of Now Ych* Ks Do Nal Detach 2023.ON15 0111812023 01:23:56 PM RF:IORN TO: YI•:I.I-0W BARN SOLAR, c/o ER IC MIIIARD,2045 LRJCOim HIC;IIWAY,EDisoN.NY 08817 TPANSMISSION EASEMENT AGREEMENT Underground Transmission Lines This Transmission Easement Agreement("Agreement")dated as of a' ,2022(the "Effective Date').is entered into by and between Kevin Cruz whose addres 155 FF 093 Sovoccol Rd,Groton,NY 13073(the"Owner');and Yellow Bam Solar,LLC,a Delaware Limited Liability Company(together with its successors and assigns,"Developer'),whose address is:2045 Lincoin Highway,Edison,NJ 08817, RECITALS A. Owner owns the real property located in the town of Groton,Tompkins County. State of New York,more particularly described on Exhibit A attached hereto(the"Property"). B. Developer is developing energy generation facilities(the '-War Facilities")on properties located in She vicinity of the Property(the"Project'). i C. Developer desires to obtain(i)a non-exclusive easement for purposes of installing underground transmission lines and related facilities,to serve one or more phases of the Project, for the transmission of electricity across certain portions of the Property, (ii) a temporary construction easement over additional portions of the Property for purposes of constructing, repairing and maintaining such lines and facilities,and(iii)an access easement to and from the Solar Facilities and Transmission Facilities (as hereinafter described), and the related rights described herein. D. Owner is willing to grant such easements an the terns and conditions set forth in this Agreement. AGREEMENT NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged,Owner and Developer agree as follows: 1. Grant and DeserlBSwn of Easements. 1.1 Grant of Easement for Transmissign_Facilities.Owner hereby grants and conveys to Developer a non-exclusive easement(the"Transmission Easement")on,in,along, over,across and under the Property,in the locations generally described on the attached Exh ibits B and 8,31(the"Easement Areas"),for the purposes of surveying.conducting studies(including but not limited to cultural survey&environmental studies,and geotechnical studies including soil i I 2023.ON15 011181202a 01:23:56 PM borings),erecting,constructing.replacing,relocating,improving.enlarging,removing,inspecting, maintaining,operating,repairing,using,and allowing underground electrical transmission and related communications Iines and cables,wires,conduit,circuit breakers and transformers,and any and all necessary and proper facilities,fixtures,and additional equipment any way related to or associated with any of the foregoing for the transmission of electrical energy (collectively, "Transmission Facilities"),together with the Appurtenant Rights referenced below. The rights granted herein by Owner do not include the right to construct substation facilities upon the Easement Areas. 1.2 Other Ammytenant Ri¢his. In addition to the foregoing, Developer is hereby granted, and shall have, the following related rights necessary or convenient for Developer's use of the Transmission Easement(the"Appurtenant Rights"): (a) the right of ingress to and egress from the Transmission Facilities (whether located on the Property,on adjacent property or cIsewhere),over,along and through the Property for the purpose of censtrvcting, repairing, maintaining or removing the Transmission Facilities; {b) the right to enter the Property for the purpose of surveying and conducting studies (including but not limited to cultural surveys, environmental studies. and geotechnicaI studies including soil borings)in connection with such Transmission Facilities; (c) the right to permit the installation,placement or attachment to the Transmission Facilities within the Easement Areas; (d) the right to clear and to keep clear the Fasement Areas free from any buildings, fencing(notwithstanding the foregoing, Owner has the right to install fencing for farming and grazing purposes or boundary line purposes.provided that Developermay temporarily remove such fencing to exercise its rights hereunder),equipment,brush,combustible material and any and all other new structures,and obstructions of any kind,and the right to trim or remove brush,trees or other hazards on the Property which,in the reasonable opinion of Developer,may interfere with Developer's exercise of its rights hereunder; (e) the right during periods of construction of the Transmission Facifities(and during periods of any repair or replacement thereof)to use the additional areas of the Property described on Exhibit S as the"Temporary Construction Laydown Area"for the storage of equipment and materials,the staging of construction work and the construction of Transmission Facilities; (f) this Agreement does not demise or lease to Developer any oil,gas or minerals in place underneath the surface of the Parcel or the right to extract and remove the same,and Owner's rights,if any.in such oil.gas and minerals are reserved to.and retained by, Owner.Owner may explore for,extract or produce oil,gas and minerals frotn the Parcel in a manner which does not interfere with developer's use of the Property or affect the Facilities and utilizes a method such as"directional drilling';and (g) all other rights and privileges necessary and incidental to the full use I and quiet enjoyment of the Transmission Easement for the purposes permitted in this Agreement. 2 2023.ON15 01118(2023 01:2316 PM 1.3 Term of Easement. The term of this Agreement(the"Term")is perpetual. unless terminated pursuant to Sect ion 3 below. 2. Payments for"Transmission Easement. 2.1 Compensation. As the consideration for this Agreement and the grant of the Transmission Easement and other rights hereunder,Developer agrees to make payments to Owner as described in Exhibit C. The parties acknowledge and agree that Exhibit C will not be included with this Agreement when recorded with the county recorder, and that so removing Exhibit C prior to recording is intentional and does not in any way affect the validity of this Agreement. Owner acknowledges and agrees that it shall not be permitted to sever the payments under the Agreement,and shall not be permitted to assign payments due to Owner under the Agreement to a third party without the consent of Developer. Upon the transfer of an interest in the Property to an heir,legal representative,successor or assign,the payments hereunder(or the proportionate share thereof)shall inure to the benefit of such party. 2.2 Cron Damages.The parties anticipate and acknowledge that Owner or Owner's renters may suffer damage to crops,soil compaction,tile,fences,and other property or improvements on the Property during Developers construction, installation,maintenance and removal o f Transm ission Facilities on the Property,including but not limited to the Temporary Construction Laydown Areas. Compensation for crop damage shalI be IIW10 of Fair Market Value in the year of such compaction (the "Crop Damagc Payment")]. The"Fair Market Value"shall be the fair market value for the amount of crop actually destroyed or damaged on the date of such damage or destruction,and shall be calculated using conventional methods normally used in the host county,such as by obtaining the daily price(Vbushel)and yield(bushelslacre) from the nearest grain terminal. ARer construction is complete and payment of the Crop Damage Payment.Developer shall not be responsible to pay Owner or Owner's renters any loss of income. rent,business opportunities,profits or other losses arising out of Owner's inability to grow crops or otherwise use the portion of the Premises occupied by Transmission Facilities. 3. Termination;Default. 3.1 Termination by Develom Developer,its successorsorassigns shall have the right to terminate the Transmission Easement and this Agreement at any time upon written notice to Owner in recordable Farm. 3.2 Termination by 0wtter for Default 6 Developer Owner,its successors or assigns shall have the right to terminate the Transmission Fasement and this Agreement only if (a)Developer fails to pay any monetary amounts owing hereunder when due or if the Easement Value Payment is not paid to Owner for any reason by ,20 ,(b)Owner notifies Developer, its successors,assigns and Mortgagees(as defined below)of the default in writing, which notice sets forth In reasonable detail the facts pertaining to the default and amount owed to cure such default,and(c)Developer,its successors,assigns,or Mortgagees have not cured the default within sixty(60)days after Developer receives the written notice from Owner,or within 3 I 2023.ON15 01118(2023 012316 PM such longer period of time as is required to cure such default,so long as Developer,its successors, assigns,or Mortgagees diligently pursues such cure to completion. 3.3 Actions Upon Termination. Upon termination of this Agreement, Developer shall file a termination of this Agreement in the public records. Within twelve(12) months after the expiration,surrender or termination of this Agreement,Developer shall remove from the Easement Areas(or such part thereof,as applicable)any Transmission Facilities owned, installed or constructed by Developer thereon and leave the surface of the Easement Areas free from debris;provided,however,that Developer small only be required to remove the same to the greater of(a)Forty-eight(48)inches below the surface of the land or(b)the depth(if any)required by appiicable law;and Developer shall have a continuing easement to enter the Property for such purpose during such twelve (12) month period. If Developer fails to remove any of the Transmission Facilities within the required time period,such Transmission Facilities shall be considered abandoned by Developer and Owner may remove the Transmission Facilities. In the event Owner removes such Transmission Facilities, Developer shall reimburse Owner for all reasonable costs of removing those Transmission Facilities.less any salvage value received by Owner,within thirty days after receipt of an invoice from Owner. In addition, if applicable, Developer shall pay Owner a Crop Damage Payment as set Forth in Section 2.2. 4. Nature of Easement:Overburdening. 4.1 Easement in Gross. The easements and covenants contained in this Agreement are intended to be easements in gross and shall run with the Properly,but shall not be appurtenant to any land owned or controlled by Developer. Owner agrees that the easements may continue to be used for the purposes desc ri bed herein for the benefit of any property owned,leased, or otherwise occupied or used by Developer and Developer's successors,assigns.and lenants. 4.2 Abandonment. Except as provided in Section 3,no act or failure to act on the part of Developer or the holder of the Transmission Easement shalt be deemed to constitute an abandonment, surrender or termination thereof. except upon recordation by such holder of a quitclaim deed specifically conveying the Transmission Easement back to Owner. i 5. Assigpment/Morteaee. 5.1 Right to Assign. Developer shall have the right,without Owner's consent. to sell,convey, lease,transfer or assign all or any portion of the Transmission Easement,this Agreement,or the Transmission Facilities on a nonexclusive basis,or to apportion,grant sub- easements, co-easements, separate easements, leases, licenses or similar rights. however denominated,to one or more persons or entities. Developer shall provide notice of any such sale, conveyance,lease,transfer or assignment to Owner. 5.2 Right to iHlo_ a e. Developer may,upon notice to Owner.but without Own er's consen I orapproval.mortgage,collaterally assign,or otherwiseeacumberand grant liens and security interests in ail or any pan of its interest in this Agreement,the Transmission Easement, she Easement Areas and the Transmission Facilities(collectively,the"Transmission Facilities Assets"), which security interests in all or a part of the Transmission Facilities Assets are collectively referred to herein as"Mortgages'and the holders of the Mortgages.their designees a i I I I 2023.OD415 011181202a 01:23:56 PM and assigns are referred to herein as"Mortgagees:' Owner agrees to consent in writing to such financing documents as may be reasonably required by Mortgagees in connection with any financing of or involving the Transmission Facilities Assets. As a precondition to exercising any remedies related to any alleged default by Developer under this Agreement,provided that Owner has been provided with the identity and contact information for any Mortgagm,Owner shall give written notice of such default to each Mortgagee at the same time it delivers the notice to Developer,specifying in detail the alleged default and the required remedy. Each Mortgagee shall have the same amount of time to cure the default as to Developer's entire interest or its partial interest in the Transmission Facilities Assets as is given to Developer and the same right to cure any default as Developer or to remove any property of Developer or its assigns. Developer may not mortgage,col IateraIIy assign,or otherwise encumber and grant liens and security interests in Owners interest in the Property. 6. No Interference. Owner shall not construct,install,or permit to be constructed or installed,any improvements,fences(notwithstanding the foregoing,Owner has the right to install €encing for farm ingand grazing purposes or boundary line purposes.provided that Developer may temporarily remove such fencing to exercise its rights hereunder),structures,buildings,foliage or vegetation,utility lines or other improvements of any type whatsoever upon,in,on,under or near the Easement Areas that would materially inhibit or impair any of Developer's rights or benefits as set forth in this Agreement. 7, Indemnity.To the fullest extent not prohibited by applicable law,Developer shall indemnify, hold harmless. and, at Owner's election, defend Owner and Owners officers, shareholders,affiliates,employees,tenants,guests and agents for,from and against any and all claims,loss,damage,expense and liability for injury to or illness or death of any person,or injury to.foss or destruction of any property resulting from or arising out of the use or existence of the Transmission Easement,or the conduct of Developer or any contractor.agent,employee,invitee, tenant or petmittee of Developer,or its successors and assigns. 8. Miscellaneous. 8.1 Complete Agreement This Agreement is the final and complete agreement between the parties concerning the Transmission Easement. 8.2 Estoppel Certificates. Owner shall execute estoppet certificates (certifying as to truthful matters,including without limitation that no defauIt then exists under this Agreement, if such be the case),consents to assignment and non-disturbance agreements as Developer or any Mortgagee may reasonably request at any time and from time to time. Owner I and Developer shall cooperate in(a)amending this Agreement from time to time to include any provision that may be reasonably requested by Developer or Owner or any Mortgagee to i implement the provisions contained in this Agreement or to preserve a Mortgagee's security interest and(b)executing any documents which may reasonably be required by Developer or a Mortgagee. Owner shall request of any Owner's lenders to execute an agreement of non- disturbance from any Mortgagee with respect to Developer's interest in the Easement Areas. 8.3 Notices. Notices allowed or required hereunder shall be in writing and shall be effective when served upon or personally delivered to the party to whom such notice is directed, l 5 i 2023.ON15 01118(2023 01:23:56 PM or, if mailed,two(2)days after such notice is deposited in the United States mail,certified or registered,correct postage prepaid,and addressed to the parties at their respective addresses as set forth above.,or at such other address as such party shall notify the other party beforehand. 8.4 Attorney Fees. [fan action,suit,or other proceeding is initiated to enforce or interpret terms of this Agreement,the party not prevailing shall pay ail reasonable costs and expenses incurred by the prevailing party,including reasonable attorney fees at trial,on appeal, and any petition for review and in any other proceeding. including, without limitation, any bankruptcy or arbitration proceeding. 8.5 Notice of Easement. During the term ofthis Agreement.Owner shall give written notice of the existence of the Transmission Easement to any prospective tenant,lessee, Developer,or assignee of Owner who proposes to acquire any interest in the Property. 8.6 Severability and: Parties Bound. The enforceability. invalidity, or illegality of any provisions of this Agreement shall not render the other provisions hereof unenforceable, invalid or illegal. This Agreement shall bind and inure to the parties and their respective successors and assigns. 8.7 Further Acts and Assurances. Each party hereby agrees that each shall execute such additional documents or instruments, and shall undertake such actions as are necessary and appropriate to effectuate the intent of this Agreement. Concurrently, with the execution of this Agreement,at the request of Developer,Owner and Developer agree to execute a memorandum of this Agreement in such form as may be reasonably requested by Developer, which shall be recorded in the public records by Developer at Developer's expense. 8.8 Counterparts. This Agreement may be executed in counterparts,each of which shall be deemed an original and a I I of which when taken together shall constitute one and the same document. The remainder of this page is intentionally blank. I I 6 2023.ON15 0111812023 01:23:56 PM IN WITNESS WHEREOF,the parties have executed this instrument as of the date first written above. OWNER(S): e ' Owner DEVELOPER: Yellow Barn Solar,LL By:Eric Millard Its: C'hiefCommercialOfficer STA'I E OF �_ ) COUNTY OF On the 7_da of in the year 2022,before me,the undersigned,personally appeared , personally known to me or proved to me on the basis of satisfactory evidence to he the i vidual(s)whose name(s)is(are)subscribed to the within instrument and acknowledged to me that helsh hey executed the same in his/hcrhheir capacity(ies),that by hislherhWr signatures)on the instrument,the indi vi dual(s),or the person upon behalf of which the individual(s)acted, executed the instrument. Z.,1WVMic,�ryo.0 9A6U1 '11 iti "J.- c 6 T WiD M tombs es lulr 27,' ^tlSSO" v1 om is tu n expiresIO.22. STA'rbOF APv )cr, J ss. COUNTY OF 1 A,x�� s-'V ) On the I tf day of rt in the year 2022,before me,the undersigned,personally appeared Cri, personally known to me or proved to me on the basis of satisfactory evidence to be the individuals)whose name(s)is(are)subscribed to the within instrument and acknowledged to me that WsWthey executed the same in hislherltheir capacity(ies),that by hislberltheir signature(s)on the instrument.the individual(s),or the person upon behalfof which the individuals)acted, executed the instrument. �&N"J�'- Notary PAN- My commission expires I p 2l- Rosanna Alvarez NOTARY PUBLIC STATE OF NEW JEPSEY ID p 501467718 ..._ MOH EXPMES 15,m 2023-0Q415 0111812023 01:23:56 PM EXHIBIT A OWNER'S PROPERTY Parcel Number: 33:1-6.4 Parceu[r-5�288933-•rbs .. t Ia12 0 PdrCPI IC WS"33.-1.d d n L.1 i N i l.�Cd71on - MunicipaIrty �'� N-• r Size Sa•FIdv AS%t%IVCI v�lry " Property Class � Property 9e5�ripllan ., Frpntl9e Wih School 915vict v. 6 Said pa reel contains approximately 4_14 acres 9 2023-00415 0111812023 01:23:56 PM I EXHIRIT B DESCRIPTION OF EASEMENT AREA Transmission Easement Area: An aM within the Property thirty feet (30') wide and appmximately one thousand three hundred seventy eight(1,378)feet long,within the Property,in the locations generally depicted on Exhibit B-I,to be used for the installation of the Transmission Facilities. The gar contains forty-one thousand three hundred Forty square feet(41,340 SF)(the "Transmission Easement Area"). Temporary Construction Laydown Area: An additional ten(10')in width beyond and along the above described Transmission Hasement.Ar&in the locations generally depicted on Exhibit B-1 construction of theFact Iities. inspecting_maintaining_operating and repairing the TransmissiQn_Faci(ities.and the permanent overhang of Transmission Facilities. The temporary construction Iaydown area contains thirteen thousand seven hundred eighty square feet(13,780 SF)(the"Temporary Construction Laydown Ares"). Prior to the construction or the Transmission Facilities on the Property by Developer,Developer shall provide notice to the Owner identifying with particularity the final location or the Transmission Easement Area and'Temporary Construction Laydown Area on the Property,and ! the metes and bounds descriptions of such pamel(s)shall replace and supersede this hx-HULB and Hxhibit R-I and theteafier serve to identify the location of the Transmission Easement Area and Temporary Construction Laydown Area on the Property for purposes of the Agreement. Upon request of either party,the parties shall promptly amend the Agreement to reflect such substitution of this Exhibit B and Exhibit B-I. i Both Parties understand that the final location of the Transmission Easement Area may be altered in such a manner as may he necessary in Developer's reasonable discretion to ensure comptiance with any relevant laws or regulations,or to accommodate the construction viability of the Transmission Facilities.Any such changes will be reflected in the amendment to this Exhibit B and Fixh ihit B-1 prior to the commencement of construction. 9 2023.ON15 01118(2023 01:23:56 PM EXHIBIT B-1 !DIAGRAM OF EASEMENT AREAS Potential Transmission Easement Areas are shown approximately in red on the aerial map below {Figure B-l.1]•The Temporary Construction Laydown Areas are shown approximately in orange on the aerial maps below.This Exhibit will be replaced with a more delailed survey map prior to the commencement of construction of the Transmission Facilities. I Figure B-1.1.Potential Easement Path I I 10 :� L, '• Tompkins County Clerk Recording Page Return To Maureen Reynolds, County Clerk HARRIS REACH PLLC Tompkin!5 County Clerk 320 North Tio9a Street Ikhaca, NY 14850 C607) 2 74-54 31 Document Type-: AG R EEM E RT - Er E EID ReceEpt dumber: 23-355121 Grantor(Pa 1) Grams (Piarty 2) OL,ZEWSKI, VVILt3AM YELLOW BARN SOLAR LLC Foes Transfer Arrtit= $58,0W.00 ReCorOirrrj Fee $20_00 Instrunne Yt #= 2023- 420 TR=584 Fora, Fee $.5.O0 Pages Fee $8 5.00 TrarlSferTex #_ 00106$ State Surcharge $20.00 State Transfer Tax $232.00 Property located irk Gratarr County Transfer Tax $116.00 Total Fees paid: 547& 0 sige of Now York County of Tompkins Rccordcd en January I nth, 2023 at 1:24:01 PM with a LOW Pubs couril of 17, Tompkins Gnu nth C lwk This shod consiitudas ft GkA Is undor"munr mQuir$d by sediara 319-of Nee ReaO worry taw ofdha Stgre-af Now Ych* Do Nal Detach 2023.ON20 0111812023 01:24:01 PM RI�I'!�Itlti lr1; Y1:1.i.UN'BARN SOLAR, t/o Fiiw MII.I-AftD.2045 LiNC(A,N HK;IIWAY,EDIsoN,NY 08817 TRANSMISSION EASEMENT AGREEMENT IJndergrow?d Tran.nnission Lines 1-his 1 ransnission i:iscmenI Agreement("Agreement')dated as o1'_34np• 2022(the "Effective Date"),is entered into by and between William and Kelly Olszewski with an address of 1073 SovocooI Hill Road,Croton,NY 13073(tine"Owner-');and Yellow Barn Solar.LLC,a Pelaware Limited 1,iabiIiIy Company(Ingcther"i I h its successors and assigns- "Developer''). whose address is;2045 Lincoln Highway,Edison.NJ 09817. RECITALS A. Owner owns the real property located in the town of Groton,Tompkins County. State of New York.more partictilariy described on Exhibit A attached lie reto(tlie"Property"). B. Developer is developing energy generation facilities(the--Solar Facilities")on properties located in the vicinity of the Prolseity(the"Project")- C. Developer desires to obtain(i)a non-exclusive easement for purposes of installing underground transmission lines to serve one or more phases of the Project,for the transmission or electricity across certain portions of the Property, (ii)a temporary construction easement over additional portions of the Property for purposes of constructing,repairing and maintaining such lines and facilities,and(iii)an access easement to and from the Solar Facilities and Transmission Facilities(as hereinafter described),and the relaled rights described herein. D. Owner is willing to grant%ch easements on the leans and conditions set forth in this Agreement. AGREEMENT NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged,Owner and Developer agree as IoIIows: i. Graat_and Description of Easements. 1.1 Grant of Easement for Transmission Facilities. Owner hereby grants and conveys to Developer a non-cxc his iec case mcot it lie'Transntission Easement')on-in. along,over,across and under the property.in the locations generally described on the attached Exhibits B and S=1 (tlie"Easement Areas"),for the purposes or sorveying,conducting stud ics (including but not Iiinited to cultural surveys.environmental studies.aitd geotechnicaI studies {Lo863988-t} 1 2023.ON20 011181202a 01:24:01 PM iitcItldirig soil haring+]_erecting,constructing.replacing,rcloeatiitg,improving,enlarging. removing,inspecting.maintaining,operating.rcpairing,using.and allowing underground electrical transmission and related communications lines and cables.wires and conduit (co iicctivcly.•'transmission Facilities").together with the Appurtenant(tights relcrenced below. The rights granted herein by Owner do not include the right to construct substation facilities upon(Ire 1asement Areas.Notwithstanding the foregoing,Grantee acknowledges and agrees that Owner reserves the right to cross over.under and onto the Easement Areas. 1.2 Other Appurtenant Rights. In addition to the foregoing, developer is hereby granted_ and shall have, the following related rights necessary or convenient for Devcloper"s use of the Transurissinn Fasernew(Ihc"Appurtenant Rights'): (a) the right of ingress to and egress from the Transmission Facilities (whether located on tine Property,on adjacent property or elsewhere),over,along and through the Property for the purpose of constructing,rcpairing, maintaining or removing the Transmission Facilities; (b) the right to enter the Property for the purpose of surveying and conducting studies (including but not limited to cultural surveys, environmental studies, and geotechnical studies including soil borings)in connection with such Transmission Facilities; (c) the right to permit the installation.placement or attachment to the Transmission Facilities within the Easement Areas; (d) the right to clear and to keep clear the Easement Areas free from any buildings, fencing (notwithstanding the foregoing, Owner has the right to install fencing for farming and grazing purposes or boundary line purposes,provided that Deve lop ermay temporarily remove such fencing to exercise its rights hereunder),equipment,brush,combustible material and any and all other new structures,and obstructions of any kind,and the right to trim or remove brush.trees or other hazards on the Property which,in the reasonable opinion of Developer,may interfere with Developer's exercise of its rights hereunder provided Developer shall not use or apply,directly or indirectly,itself or through its agents or su beantractors,nor allow the application of any pesticides,herbicides,or biocides onto the Property; (e) the right during periods of construction of the Transmission Facilities(and during periods of any repair or replacement thereof)to use the additional areas of the Property described on Exhibit B as the''Temporary Construction Laydowo Area"liar the storage of equipment and materials,the staging of construction work and the construction of Transmission Facilities, (f) this Agreement does not demise or lease to Developer any oil,gas or minerals in place underneath the surface of the Parcel or the right to extract and remove(he same.and Owner's rights. i fart y,in such oiL gas and minerals are reserved to,and retained by. Owner.Owner may explore for,extract or produce oil,gas and minerals from the Parcel in a manner which does not interfere with developers use ul'Ille Property of ai lcci be 17acilitic5 and ulitizes a method such as"directional dri11ine':and l,a 863988.t} 2 2023.ON20 011181202a 01:24:01 PM (g) all other rights and privileges necessary and incidental to the full use and enjoym¢nI of the i ransmission Easement for the purposes permitted in this Agreement. 1.3 Term of Easement. 1-he teen of iltis Agreement(the"Term")shall commence on the IsticcIive I]ate and tenninale upon the earlier of.(a)twenty-five(25)years alter the Effectivc Date,(b)the date this Agreement is terminated as permitted herein or by operation of law.(c)the abandonment of the Project for a period of twenty-four(24)months,or (d)pursuant to Section 3 below, 1.4 Renewal Term. ror the payment of Fifleen Thousand Dollars (S 15.000.00).Grantee may extend the term of this Agreement by up to one(1)additional twenty (20)year term commencing on the last day of the initial Terra. The rights granted under this extension shall terminate upon the earlier of:(a)the expiration of the fifteen(15)year term,(b) the date this Agreement is terminated as permitted herein or by operation of law.(c)the abandonment of the Project for a period of twenty-four(24)months,or(d)pursuant to Section 3 below.The terms and conditions set forth in this Agreement shall continue and remain in effect during the extension term. Notwithstanding the foregoing,in no event shall the term of this Agreement be longer than the longest period permitted by applicable law.Upon payment to Owner.Developer shall be entitled to record a memorandum evidencing such extension. 2. Payments for Transmission Easement. 2.1 Compensation. A s the con s iderat ion for this Agreement and the grant of the Transmission Easement and ocher rights hereunder,Developer agrees to make payments to Owner as described in Exhibit C. The parties acknowledge and agree that Exhibit C will not be included with this Agreement when recorded with the county recorder,and that so removing Exhibit C prior to recording is intentional and does not in any way affect the validity of this Agreement. Owner acknowledges and agrees that it shall not be permitted to sever the payments under the Agreement, and shall not be permitted to assign payments due to Owner under the Agreement to a third party without the consent of Developer. Upon the transfer of an interest in the property to an heir,legal representative,successor or assign,the payments hereunder(or the proportionate share thereof)shall inure to the benefit of such party. 2.2 Crop Damaees. The parties anticipate and acknowledge that Owner or Owner's renters may suffer damage to crops,mil compaction,tile,fences,at id other property or improvements on the Property during Dcvoloper's construction. installation. maintenance and removal of]'van sin i ssion Facilities on the Property,including but not limited to the Temporary Construction Laydown Areas. Compensation for crop damage shall be f 100%of Fair Market Value in the year of such compaction (thc "Crop Damage Payment-)J. The "Fair Market Value"shall he the lair market value for the nmotml of crop actually desuoycd or dama_ed on titc date of such damage or destruction,and shall he calculated using conventional methods normally used in the host county.such as by obtaining the daily price($/bushel)and yield(6ttslteIslacre) from the nearest grain terminal. After construction is complete and payment of the Crop Damage (Lo863g88.t} 2023.ON20 011181202a 01:24:01 PM Pas aunt.I)cvcluper~hall not he responsihlc to pay[kvnrr ur Uwncr's renters any loss of incomc- renL bttainctis oppnrlUn111CS-prolits nr outer losses arising nut of0w'ncr's inability to grow crops or otherwise use the portion of the€'remises occupied by Transmission Facilities- 1 Tertination,Default, 3.1 Terrination br Developer. Developer,its successors or assigns shall have the right to terminate the Transmission Fasemenl and this Agreement at any time upon written notice to Owner in rccoa•dable form. 3.2 Termination by Owner for Default by Developer. Owner,its successors or assigns shall have the right to terminate the Transmission Easement and this Agreement only if (a)Developer is in material default of the terms of this Agreement or Developer fails to pay any monetary amounts owing hereunder when due or if the Easement Value Payment is not paid to Owner for any reason by ,2027,(b)Owner notifies Developer,its successors,assigns and Mortgagees(as delined below)of the default in writing,which notice sets forth in reasonable detaiI the facts pertaining to the default and amount owed Io cure such default.and(c)Developer. its successom assigns. or Mortgagees have not cured the default within sixty(60)days after Developer receives the written notice from Owner.or within such longer period of time as is required to cure such default, so long as Developer, its successors, assigns, or Mortgagees diligently pursues such cure to completion- 3.3 Actions Upon Termination. Upon termination of this Agreement, Developer shall file a termination of this Agreement in the public records. W ithin twelve(12) months after the expiration,surrender or termination of this Agreement,Developer shall remove from the Easement Areas(or such pan thereof,as applicable)any Transmission Facilities owned, instaDled or constructed by Developer thereon,leave(tie surface of the Easement Areas free from debris.restore the soil surface to a condition reasonably similar to its original condition(reasonable wear and tear.condemnation,casualty damage and acts of God excepted and re-seed the portion of the grass on the property disturbed by Developer's use[luring restoration-Developer shaIi only be required to remove Transmission Facilities to the greater of(a)forty-eight(48)inches below the surface of the land or(b)the depth(if any)required by applicable law;and Developer shall have a continuing easement to enter the Property For such purpose during such twelve(12)month period- If Developer fails to remove any of the Transmission Facilities within the required tune period,such Transmission Facilities shall be considered abandoned by Developer and Owner may remove the Transmission Facilities. In the event Owner removes such Transmission Facilities. Developer shall reimburse Owner for all reasonable costs of removing those Transmission Facilities.within thirty days after receipt of an invoice from Owner. In addition, if applicable, Developer shall pay Owner a Crop Damage Pay in cat as set forth in See Iion 2.2. 4. Nature of Fasement;Overburdettins. 4.I Easement in Cross. The casements and covenants conmined in this Agreement are intended to be ease ntcots in gross and shall run with the Property.but shall not be appurtenant to any land owned or controlled by Developer. 0weer agrees that the ea serpents may {LaRG3g88.t} 2023.ON20 011181202a 01:24:01 PM continue to be used I'or the purposes described herein for the benefit ol-any properly owned,ceased, or otItcru i.e occupied or n,ed by Developer and Dcvel o per s succes5;ors.ass le ns,it nd le nant S. 4.2 Abandonment. Except as provided in Sections 1 and 3,no act or failure to act on the part of Developer or the holder of the Transmission Easement shall be deemed to constitute an abandonment. surrender or termination thereof,except upon recordation by such Itolder of a quitclaim deed specifically conveying the Transmission Easement back to Owner. 5. Timber. 5.1 Owner-hail have the right to clear marketable timber located on the thv ncr s Properq P6 or to the commencement of concirllc[ion,provided that Owner has corn pleted s tit h clearance prior to the occurrenee of the construction and does not materially or adcermeIy inierl'Qre W ith Developer's,development of the Owner's Property. 5.2 Developer acknowledges and agrees that this Agreement is subject to a certain Tiinber Sale Contract with Owner and Welch Logging("Welch'),dated February 22na 2020.vv hlch grams Welch the right to enter upon Owner's Property.including p oil ions of the L'asemeitI Areas.fur the cutSing and removal of certain trees. 5.3 In the cveitt that Developer's assessment.construction,operations or Ina intcnitnee act il hies on the thnter's Property are the direct cause of damage or destruction to inarkemble timber then bein grown on the Owner's Property.Developer agrees to pay to Ownff damages for said timber. Developer shall pay such amount within sixty(60)days after the completion of Timber clearing operations. "Timber Damages"shall equal the fair market value of the marketable timber that was damaged or destroyed as determined by a qualified professional third-party forester chosen by the Partics. 6. Taxes. 6.1 Developer shall pay prior to the due date any properly taxes levied or assessed by any govemmental authority related to the Easement.Transmission Facilities and the rights grantad under this Agreement. In the event that any taxes that are Developer's responsibility hereunder are levied or assessed in the name of Owner as part of the real properly taxes payable by Owner.then Developer shall promptly-reiniburse Ovvtwr for Developer's proportionate share thereof(as determined by the Parties in a fair and equitable manner)and Owner shall promptly remit such payment to the relevant taxing authority, The tax obligation of Developer hereunder is referred to as"Developer's Portion". If recIticsted by either Party.the Parties will use commercially reasonable efforts to have the Easement on the Property assessed separately I}om 0N%ner's interest in 1lle Property. Devetoper,hall also he responsible tin'ail% increase in the amount of Ovv nei tax hills due ill Jily Clt all-e 111 ui te_i oil prk ellic n I S,pl'roil l is and/or change of zoning resulting from or relaiing to any of Developer's rights or intemsts under this Agreement.Developer reserves the right I challenge any such taxes and atiscssrncitIs in tllc natne of Ovv ner. 6.2 For any tax exempt program as defined in This Scclion that is in et)cct a+ Of the Effective Dale,it DevclopersacIiviIie,s under the AurcenlcilI nr utic of[1wner's Properi� {t,o893g88.t} 2023.ON20 011181202a 01:24:01 PM wuxti ait't incrca�c in the iastti assessed againc[[loner's Property or any larger parcel awned by, 0%t Ilcr(ill 0uJiiti Iiahilky 11or-'roIIhack"la\cs.interest and penalties fur it tax exempt,tax Induced_or beneficial tax programs including.without limitation,any(i)contract in connection rtith the Cons¢rvation Rascrre Program(•-CRP Contract")created by Subtitle R--Conservation Reserve ol'the Farm Security and Rural Investment Acl of2002.as amending Subchapter B of chapter 1 ol'subtille D oftitle Xil of file Food Security Act of 1985:(ii)a New York State Department of L'nviron men taI Conservation-appru.cd lions[ian age ment plan["Forest Management Plan"I pursuant to Nc«York State Real Property Tax Law§480-a:or(iii)an agricultural assessment program pursuant to the New York State Agricultural and Markets Law ('Agricuhural Asscssmenf')), shall pas the entire mnount ol'such increase in taxes a(t r ihul�,ble to 0%vner's Properly.together with any related interest or penalties.other than interest and/or penalties arising From Owner's failure to timely provide Developer with a copy of such tax bill. 7. Morleaze Subordination. Nothing in this Agreement shall limit the ability of Owner or any purchaser.assignee,or transferee frorn entering into a mortgage,deed oftrust or other security interest(a"Mortgage")a ilh this Agrt�cntcnt being suburdinale to any Mortgage provided that Owner shall obtain for Developer's henc III t a subordination,non disturbance and attornment agreement in a Form reasonably satisfactory to Devcloper.such that any party Foreclosing any Mortgage.or acquiring titic by deed in lien of foreclosure,will acquire title subjcct to ail of the terms and provisions of this Agreement. Owner will cooperate with Developer and use its best efforts to cause any existing mortgagee to enter into a non-disturbance agreement t'or the benefit oFDevc lope r upoit terms and conditions deemed acceptable to Developer(each,an"SNDA-')- 8. AssienmenVMortl:use. 8.1 Right to Assign. Developer shall have the right.without Owner's consent. to sell, convey, lease. transfer or assign all or any portion of the Transmission Easement, this Agreement,or the Transmission Facilities on a nonexclusive basis.or to apportion, grant sub- easements, co-casements, separate casement& leases, licenses or similar rights, however denominated,to one or more persons or enIi[ies,provided the assignment is reIated to the Project. Developer shall provide notice of any such sale,conveyance. lease, transfer or assignment to Owner. 8.2 Right to Mortgage. Developer may,upon notice to Owner.but without Owner's consent orapprova1,mor[gage.collaterally assign,or otherwise encumber and grant liens and security interests in all or any part oFits interest in this Agreement.theTrtnsmissiolt Ca se tit ctit. the Lasetncnl Area,and the Transmisslon Facilities[ruilectireiy.(lte'Transmission Facilities Assets•'), which security interests in all or a part of the 'transmission Facilities Assets are collcct6,0. referred to herein as"Mortgages"and dic holders of the Mortgages.!heir dcsinnecs and assigns are refetTed to hercin as"Mortgagees." 0%%ner a uptncs[o ronum in writir__to such financing documents as may be reasonably required by Mortgagces in connection with any financing ofor involving the Transmission Facilities Asscls. Asa precondition to exercising any remedies re la led to any alleged default by Developer under this Agreement_provided that Owner has been provided wish the identity and Coil tact inlbrmatiOil liar any Mort a gP ccs.0% ncr stall•,,ivc {Lo863988-l} 6 2023.ON20 011181202a 01:24:01 PM written notice of such default to each Mortgagee at the same time it delivers the notice to Developer.specifying in detail the alleged dcIaLPIt and the required remedy. Each Mortgagee shall haNc the.ante anwnnl of time 11;cure the d0au11 as to Docloper'>entire interest or its partial inicrest in l&e Transmission Facilities Assets as is given to Developer and the same right to cure any default as Developer or to remove any property of Developer or its assigns. Developer may nut mortgage.collaterally assign.or otherwisL encumber and grant liens and security interests in 0%%ner'+interest in the Property. 9. No Interference. Ovwtcr shall nod construct_install.or permit to be cons true ted or installed,any improvements,fences[notwithstanding the foregoing,Owner has the right to install Ie tic mg for[arming and grazing purposes or boundary line purposes.provided that Developer may temporarily remove such fencing,to exercise its rights hereunder),structures.buildings,foliage or vegetaIiou,utility lines or other improvements ofaity type whatsoever upon,in,on,under or near the Lascrnent Arcas that%kouII]In-,I te r ia I IY inhibit or impair any of DcveIoper's rights or benefits as set forth in this Agreement. M Insurattee. Al all times during which Developer is conducting any activities on Owner's Property,and al all times Juring the term of this Agreement,Developer shall,at its awn cost and expense,obtain and maintain in effect(I)Commercial General Liability insurance, including bodily injtury,property damage, contractual liability and personal injury liability coverage with minimum limits of One Million Dollars($1 AD,000)per occurrence and Two YIillion Dollars($2,000,000)aggregate and(2)Uunbrella Liability insurance with minimum limits of five Million Dollars($5.000.000)per occurrence and Five Million Dollars($5X00,000) aggregate. Developer shall upon reasonable written reg tie st provide to Owner a certificate evidencing such coverage. Owner shall be named as additional insureds under the ccmntercial general liability insurance and the[umbrella liability insurance policies. 1I. Indemnity. Developer will indemnify.defend.protect and tic Id harmless Owner, and Owner's affiliates.agents.partners,directors,members,shareholders,euuployees. representatives,successors,assigns,contractors or anyone claiming under Owner(each, including Owner.a"owner Party"and collectively.including Owner.the-'owner Parties") from and against all claims.demands.liabilities,losses,damages,costs(including.without Iirnitation,reasonahle attorneys'lees)and"penses(col Ice Iive13 "Claims')(including losses or claims for personal injuries or death and property damage)sit fered or incurred by any of the Owner Parties as a result of or arising out of:(a)any acts,omissions,negligence or de Fall lt of Developer.Developer- a11iIiates.agents.partners,directors,members,shareholders.employees. representatives,successors.assigns,contractors or anyone claiming under Developer(each. including Developer.a"Developer Party"and collectively,including!Developer,the -'Developer Parties")in connection with the Developer Parties'uses of or operations on the Property.except to the extent any such Claim is caused by tine negligence or tviIIIiil misconduct of an Owner Party;(b)a breach of this Agreement by❑eve lope r that remains uncured alter ait,, applicable notice and cure period;(c)operations conducted on the Property b.a Developer Party;or(d)the violation of any applicable law by a Developer I'itrty. {Lo863y88.t} 2023.ON20 0111812023 01:24:01 PM 12. Miscellaneous. 12.1 Complete Agreement. This Agreement is the final and complete agreement between the parties concerning the Transmission Easement- 12.2 Estoppel Certificates. Owner shall execute estoppel certificates {certifying as to trudltl'uI inaners.including without limitation that no default then exists under this A�eement. it'such be the case). consents to assignment and non-disturbance agreements as Developer or any Mortgagee may reasonably request at any time and from time so time. Owner and Developer shall cooperate in(a)amending this Agreement from time to time to include any provision that may be reasnnahly requested by Developer or Owner or any Mortgagee to implement the provisions contained in this Agrceinew or to preserve a Mortgagee's security interest and(b)executing any documents which may reasonably be required by Developer or a Mort,?agee. O.uier shall request or any t]wner's lenders to exuute an agreement o1 non- diaturbarrcc lion)any Morrgagec with respect to Developer's interest in the Easement Areas. 12.3 Notices. Notices allowed orregttired here u rider shalI be in writing and shall be effective when served upon or personally delivered to the party to whore such notice is directed, or, if mailed.two(2)days after such notice is deposited in the United States mail,certified or registered,correct postage prepaid,and addressed to the parties at their respective addresses as set Forth above.or at such ot lie r address as such party shall notify the other party beforehand. 12.4 Attorney Fees. If an acIion,suit.or other proceeding is initiated to enforce or interpret temis o F t h i s Agree men It the party not prevailing shall pay all reasonable costs and expenses incurred by the prevailing party,including reasonable attorney fees at trial,on appeal, and any petition for review and in any other proceeding, including, without limitation, any bankruptcy or arbitration proceeding. 12.5 Notice of lEasement. During the term of this Agreement,Owner shall give written notice of the existence of the Transmission Easement to any prospective tenant, lessee. Developer,or assignee of Owner who proposes to acquire any interest in the property. I2.6 Severabilitt+ and Parties Bound. The enforceability, invalidity, or illegality of any provisions of this Agreement shall not render [he other provisions hereof unenforceable,invalid or illegal. This Agreement shall bind and inure to the parties and their respective successors and assigns- 12.7 Further Acts and Assurances. Each patty hereby agrees that each shall execute such additional documents or instruments. and shall undertake such actions as are necessary and appropriate to effectuate the intent of this Agreement. Concurrently. with the execution of this Agreement,a1 the request of Developer.Owner and I]eveioper agree to exec«to a memorandum of this Agreement in such Forte as may be reasonably requested by Developer. %v hicIi shalt be recorded in the puhIic records by developer al Developers cspcnse•- 12.8 Counterparts. Phis Agreement may be executed in counterparts,each of which shall be deemed an original and all of which when taken together shall constitute one and the same document. {Lo863988-t} 8 2023-0Q420 0911812023 01:24:01 PM The remainder 0f f11is page is in ten tionaIly blank. 2023.ON20 0111812023 01:24:01 PM IN WITNESS WHEREOI:.the parties have executed this instrument as of the date first written above. OWNER(S): William p ews ci Owner Kelly Ols wski Owner y DEVCLOPER: Yellow Bam-S,ollar LLLLC� x By:Eric Millard Its: Chief Commercial Officer STATE OF ss. COUNTY OF On tl e I S day of m the year 2022,before me,the undersigned,personally appeared LI i 14 i ors � , personally known to me or proved to me on the basis of satisfactory evidence to 6e the individual(s)whose name(s)is(are)subscribed to the within instrument and acknowledged to me that helshehhey executed the same in hWherltheir capacity(ies),that by hislherltheir signatures)on the instrument,the individuals),or the person upon bt half of which the individual(s)acted, executed the instrument. 0 NJ omen ion expires . .7 {Lo&3g88.s) 10 2023.00420 0111012023 01:24:01 PM STATE OF l ss. COUN-ry Or04A t-1 ] On the day of �in the year 2022,before me,the undersigned,perso tally appeared personally known to me or proved to me on the basis of satisfactory evidence to be 01e individuat(s e(s)'is(are)subscribed to the within instrument and acknowledged to me that helshelthey ?4 hislherhheir capacity(ies),that by his/her/their sigualure(s)on the instrument.the in I i('sj of th upon b chat f of which the individuai(s)acted, exe m t e arez NOTA3tYPUSUC -•— �j STATE OF NVNJERSEY *: ID0Wi4a7713 4U8G�G •'N ry PubtiC r��Nh98s1oHs t9 -k commission expires 1 STATE OF } ] ss- COUNTY OF } On the_day of in the year 2022,Wore me,the undersigned,personally appeared personally known to me or proved to inc on the basis of satisfactory evidence to be the individuals)whose name(s)is(are)subscribed to the within instrument and acknowledged to ine that helshelthey executed the same in hislherltheir capacily(ies),that by hisllterltheir signat ure(s)Qn the instrument,the individuaKs).or the person upon behalf of which the individuals)acted, executed the instrument. Notary Public My eomunission expires {Lo863g88.t} 2023-ON20 0111812023 01:24:01 PM EXHIBIT OWNEWS PROPFRTY Parcel number: 33,-1-6.5 Parcel ID,502889-33--1-6-5 Location I W 3 FAI Rd Mun ici pality.G: I Site:till 17 Ac: S Tax Map 3 Land Value: k 00 Assessed Val ut S C,,'L IF- Proper ry t lass. d Ln Gal Prop"Description RtIr!reS&rcc FronlVDepth:e,:,0 School District.G(olon Said parcel contains approximately 50.17 acres 2023.ON20 0111812023 01:24:01 PM EXHIBIT B DESCRIPTION OF EASEMENT AREA Transmission Easement Area: An arqa within the Property thirty feet (30') wide and approximately one thousand three hundred six (1,306) feet long, within the Property, in the locations generally depicted on Exhibit B•1,to be used for the installation of the Transmission Facilities. The Up contains thirty-nine thousand one hundred eighty square feet(39,180 SF)(the "Transmission Easement Area"). Tern"rary Construction Laydown Area: An additional ten(10')in width beyond and along the above described Transmission Easement,in the locations generally depicted on EzLhi it Bused fQrr�.tQra€c..9L ittipmegF�it�tnarsrials,Jh��l�gi�syZf construction work and ttt@ constructiLtlk�i s��mjuum i Transmission FaciUjk�L The temporary construction laydown area contains thirteen thousand sixty square feet{)3,060 SF)(the"Temporary Construction Laydown Area"). Prior to the construction of the Transmission Facilities on the Property by Deveioper,Developer shall provide notice to the Owner identifying with particularity the final location of the Transmission Easement Area and Temporary Construction Laydown Area on the Property,and the metes and bounds descriptions of such parcel(s)shall replace and supersede this Exhibit B and Exhibit_13-1 and thereafter serve to identify the location of the Transmission Easement Area and Temporary Construction Laydown Area on the Property for purposes of the Agreement. Upon request of either party,the parties shall promptly amend the Agreement to reflect such substitution of this Exhibit B and Exhibit B•l. Both Parities understand that the final location of the Transmission Easement Area may be altered is such a manner as may be necessary in Developer's reasonable discretion to ensure compliance with any relevant caws or regulations,or to accommodate the construction viability of the Transmission Facilities.Any such changes wilt be reflected in the amendment to this_EXhibit B and Exhibit B-i prior to the commencement of construction and,if significant,shall require the mutual consent of the Parties.which consent shall not be unreasonably withheld or denied. No development will be permitted in the area depicted in l xhibit B-i,Figure B-I.3. {t.o8G39g8.x} r3 2023.ON20 0111812023 01:24:01 PM F.XHIHIT B-1 DIAGRAM OF rASEM ENT AREAS Potential I rammnission Easement Areas arc shown approximately in red on the aerial maps below tF i-acres 13-1.1—B-L.2).The Temporary Construction Laydown Areas are shown approxinmIeIy in orange on she aeria!maps he low.Easement paths and construction laydown arms arc dependent on neighboring landowner participation.This Exhibit will be replaced with a more detailed survey snip prior to the commI-nccmcnt of construction of the Transmission Paciihies. P Fiiure H-1.L:Potential Easement Path 1 (La8 G3g88.i) 14 �Sa)caa� is rrr5oieEflnxFsmiR. i 11I ` Ik L"�671ildXRE�50 r .� •i r.9p�["^�'�'' is;;., �••.:�•� Camr�:�� ' �" a• 5 RE'['URN TO: YELLow BARN SOLAR, C/O ERIC:MILLARD,2045 UNCOLN HIGHWAY,EDISON,NY 08817 TRANSMISSION EASEMENT AGREEMENT Underground Transmission Lines This Transmission Easement Agreement("Agreement")dated as of k,2022 (the "Effective Date"), is entered into by and between Kirnberlee Rice and Chad Smith whose address is 1161 Sovocool Hill Rd, Groton, NY 13073 (the "Owner"); and. Yellow Barn Solar, LLC, a Delaware Limited Liability Company (together with its successors and assigns, "Developer"), whose address is: 2045 Lincoln Highway, Edison,NJ 08817. RECITALS A. Owner owns the real property located in the town of Groton, Tompkins County, State of New York, more particularly described on Exhibit A attached Hereto (the"Property"). B. Developer is developing energy generation facilities (the "Solar Facilities") on properties located in the vicinity of the Property (the"Project'). C. Developer desires to obtain(i) a C,1,0-11),eXclusive easement for purposes of installing underground transmission lines and related facilities, to serve one or more phases of the Project, for the transmission of electricity across certain portions of the Property, (ii) a temporary construction easement over additional portions of the Property for purposes of constructing, repairing and maintaining such lines and facilities, and (iii) an access easement to and from the Solar Facilities and Transmission Facilities (as hereinafter described), and the related rights described herein. D. Owner is willing to grant such easements on the terms and conditions set forth in this Agreement. AGREEMENT NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, Owner and Developer agree as follows: I. Grant and Descri�tion of Easements. 1.1 Grant of Easement for Transmission Facilities. Owner hereby grants and conveys to Developer a non-exclusive easement (the "Transmission Easement") on, in, along,over,across and under the Property,in the locations generally described on the attached�4i-bits-B and BB1 (the"Easement Areas"),for the purposes of surveying,conducting studies(including but [ not limited to cultural surveys, environmental studies, and geotechnical studies including soil !-) ry iClrl d n�l t:v -- u 0 C bi : V h. l id a[.L .S r V 1 A i borings),erecting,constructing,replacing,relocating, improving,enlarging,removing,inspecting, maintaining, operating, repairing, using, and allowing underground electrical transmission and related communications lines and cables,wires,conduit,circuit breakers and transformers,and any and all necessary and proper facilities, fixtures, and additional equipment any way related to or associated with any of the foregoing for the transmission of electrical energy (collectively, "Transmission Facilities"), together with the Appurtenant Rights referenced below. The rights granted herein by Owner do not include the right to construct substation facilities upon the Easement Areas. L7 Other Apartenant Riy_hts. In addition to the foregoing, Developer is hereby granted, and shall have, the following related rights necessary or convenient for Developer's use of the Transmission Easement(the "Appurtenant Rights"): (a) the right of ingress to and egress from the Transmission Facilities (whether located on the Property, on adjacent property or elsewhere), over, along and through the Property for the purpose of constructing, repairing, maintaining or removing the Transmission Facilities; (b) the right to enter the Property for the purpose of surveying and conducting studies (including but not limited to cultural surveys, environmental studies, and geotechnical studies including soil borings) in connection with such Transmission Facilities; (c) the right to permit the installation, placement or attachment to the Transmission Facilities within the Easement Areas; AA R I (d) the right to clear and to keep clear thNasement Areas free from any buildings, fencing (notwithstanding the foregoing, Owner has the right to install fencing for farming and grazing purposes or boundary line purposes,provided that Developer may temporarily remove such fencing to exercise its rights hereunder), equipment,brush, combustible material and any and all other new structures, and obstructions of any kind, and the right to trim or remove brush, trees or other hazards on the Property which, in the reasonable opinion of Developer, may interfere with Developer's exercise of its rights hereunder; (e) the right during periods of construction of the Transmission Facilities (and during periods of any repair or replacement thereof) to use the additional areas of the Property described on Exhibit B as the "Temporary Construction Laydown Area" for the storage of equipment and materials, the staging of construction work and the construction of Transmission Facilities; and A fej �C1 V, I (f) all other rights and privileges necessary and incidental to the full use and enjoyment of the Transmission Easement for the purposes permitted in this Agreement. 1.3 Term of Easement. The term of this Agreement(the"Term")is perpetual, unless terminated pursuant to Section 3 below. 2. Payments for Transmission Easement. 2 11 Compensation. As the consideration for this Agreement and the grant of the Transmission Easement and other rights hereunder, Developer agrees to make payments to Owner as described in Exhibit C. The parties acknowledge and agree that Exhibit C will not be included with this Agreement when recorded with the county recorder, and that so removing Exhibit C prior to recording is intentional and does not in any way affect the validity of this Agreement. Owner acknowledges and agrees that it shall not be permitted to sever the payments under the Agreement, and shaII not be permitted to assign payments due to Owner under the Agreement to a third party without the consent of Developer. Upon the transfer of an interest in the Property to an heir, legal representative, successor or assign, the payments hereunder (or the proportionate share thereof) shall inure to the benefit of such party. 2.2 Cron Damages. The parties anticipate and acknowledge that Owner or Owner's renters may suffer damage to crops, soil compaction, tile, fences, and other property or improvements oil the Property during Developer's construction, installation, maintenance and removal of Transmission Facilities on the Property, including but not limited to the Temporary Construction Laydown Areas. Compensation for crop damage shall be [100% of Fair Market Value in the year of such compaction (the "Crap Damage Payment")]. The "Fair Market Value" shall be the fair market value for the amount of crop actually destroyed or damaged on the date of such damage or destruction, and shall be calculated using, conventional methods normally used in the host county, such as by obtaining the daily price ($/bushel) and yield (bushels/acre) from the nearest grain terminal. After construction is complete and payment of the Crop Damage Payment, Developer shall not be responsible to pay Owner or Owner's renters any loss of income, rent, business opportunities, profits or other losses arising out of Owner's inability to grow crops or otherwise use the portion of the Premises occupied by Transmission Facilities. 3. Termination; Default. 3.11 Termination by Developer. Developer,4s4ucze4sor&or assigns shall have the right to terminate the Transmission Easement and this Areement at any time upon written notice to Owner in recordable form. �,r � �n � �'Irl R Af, II'q r,r' 0) kAI Ao 1 3.2 Termination by Owner for Default by Developer. Owner, its successors or assigns shall have the right to terminate the Transmission Easement and this Agreement only if (a) Developer fails to i) pay any monetary amounts owing hereunder when due or ii) pay the Easement Value Payment by 11:59 E.S.T. on the fifth anniversary of the Effective Date or iii) restore the general condition of the Easement Areas to a state reasonably similar to their pre- construction state within twelve (12) months of the payment of the Easement Value Payment (b) Owner notifies Developer,its successors,assigns and Mortgagees(as defined beiow)of the default in writing,which notice sets forth in reasonable detail the facts pertaining to the default and amount owed to cure such default,and(c)Developer,its successors,assigns,or Mortgagees have not cured the default within sixty(60)days after Developer receives the written notice from Owner,or within such longer period of time as is required to cure such default, so long as Developer,its successors, assigns, or Mortgagees diligently pursues such cure to completion. 3.3 Actions Upon Termination. Upon termination of this Agreement, Developer shall file a termination of this Agreement in the public records. Within twelve (12) months after the expiration, surrender or termination of this Agreement, Developer shall remove 3 from the Easement Areas (or such part thereof, as applicable) any Transmission Facilities owned, installed or constructed by Developer thereon and leave the surface of the Easement Areas free from debris; provided, however, that Developer shall only be required to remove the same to the greater of(a) forty-eight(48) inches below the surface of the land or(b)the depth(if any)required by applicable law; and Developer shall have a continuing easement to enter the Property for such purpose during such twelve (12) month period. If Developer fails to remove any of the Transmission Facilities within the required tirne period, such Transmission Facilities shall be considered abandoned by Developer and Owner may remove the Transmission Facilities. In the event Owner removes such Transmission Facilities, Developer shall reimburse Owner for all reasonable costs of removing those Transmission Facilities, less any salvage value received by Owner, within thirty days after receipt of an invoice from Owner. In addition, if applicable, Developer shall pay Owner a Crop Damage Payment as set forth in Section 2.2. 4. Nature of Easement; Overburdeninj4. 4.1 Easement in Gross. The easements and covenants contained in tills Agreement are intended to be easements in gross and shall run with the Property, but shall not be appurtenant to any land owned or controlled by Developer. Owner agrees that the easements may continue to be used for the purposes described herein for the benefit of any property owned, leased, or otherwise occupied or used by Developer and Developer's successors, assigns, and tenants. 4.2 Abandonment. Except as provided in Section 3, no act or failure to act on the part of Developer or the holder of the Transmission Easement shall be deemed to constitute an abandonment, surrender or termination thereof, except upon recordation by such holder of a quitclaim deed specifically conveying the Transmission Easement back to Owner. 5. Assianment/Morteaee. 5.1. Rieht to Assign. Developer shall have the ri ht, without Owner's consent, to sell, convey, lease, transfer or assign all or any portion of the(Transmission Easement, this Agreement, or the Transmission Facilities on a nonexclusive basis, or to apportion, grant sub- easements, co-easements, separate easements, Ieases, licenses or similar rights, however denominated,to one or more persons or entities. Developer shall provide notice of any such sale, conveyance, lease,transfer or assignment to Owner. 5.2 Right to Mortgage. Developer may, upon notice to Owner, but without Owner's consent or approval, mortgage,collaterally assign,or otherwise encumber and grant liens and security interests in al or any part of its interest in this Agreement,the Transmission Easement, the Easement Areas and the Transmission Facilities (collectively, the "Transmission Facilities Assets"), which security interests in all or a part of the Transmission Facilities Assets are collectively referred to herein as "Mortgages" and the holders of the Mortgages, their designees and assigns are referred to herein as "Mortgagees.' Owner agrees to consent in writing to such financing documents as may be reasonably required by Mortgagees in connection with any financing of or involving the Transmission Facilities Assets. As a precondition to exercising any remedies related to any alleged default by Developer under this Agreement, provided that Owner has been provided with the identity and contact information for any Mortgagees, Owner shall give written notice of such default to each Mortgagee at the same time it delivers the notice to 4 Developer, specifying in detail the alleged default and the required remedy. Each Mortgagee shall have the same amount of time to cure the default as to Developer's entire interest or its partial interest in the Transmission Facilities Assets as is given to Developer and the same right to cure any default as Developer or to remove any property of Developer or its assigns. Developer may not mortgage, collaterally assign, or otherwise encumber and grant liens and security interests in Owner's interest in the Property. For the avoidance of doubt, Developer shall only have the right to mortgage or otherwise encumber its own interests in the Property and cannot grant or assign any right not granted by this Agreement. G. No Interference. Owner shall not construct, install,or permit to be constructed or installed, any improvements, fences (notwithstanding the foregoing,Owner has the right to install fencing for farming and grazing purposes or boundary line purposes,provided that Developer may temporarily remove such fencing to exercise its rights hereunder), structures, buildings, foliage or vegetation, utility lines or other improvements of any type whatsoever upon, in, on, under or near the Easement Areas that would materially inhibit or impair any of Developer's rights or benefits as set forth in this Agreement. 7. Indemnity. To the fullest extent not prohibited by applicable law,Developer shall indemnify, hold harmless, and, at Owner's election, defend Owner and Owner's officers, shareholders, affiliates, employees, tenants, guests and agents for, from and against any and all claims, loss,damage, expense and liability for injury to or illness or death of any person,or injury to, loss or destruction of any property resulting from or arising out of the use or existence of the Transmission Easement, or the conduct of Developer or any contractor, agent, employee, invitee, tenant or permittee of Developer, or its successors and assigns. 8. Miscellaneous. 8.1 Complete Agreement. This Agreement is the final and complete agreement between the parties concerning the Transmission Easement. 8.2 Estoppel Certificates. Owner shall execute estoppel certificates (certifying as to truthful matters, including without limitation that no default then exists under this Agreement, if such be the case), consents to assignment and non-disturbance agreements as Developer or any Mortgagee may reasonably request at any time and from time to time. Owner and Developer shall cooperate in (a) amending this Agreement from time to time to include any provision that may be reasonably requested by Developer or Owner or any Mortgagee to implement the provisions contained in this Agreement or to preserve a Mortgagee's security interest and (b) executing any documents which may reasonably be required by Developer or a Mortgagee. Owner shall request of any Owner's lenders to execute an agreement of non- disturbance from any Mortgagee with respect to Developer's interest in the Easement Areas. 8.3 Notices. Notices allowed or required hereunder shall be in writing and shall be effective when served upon or personally delivered to the party to whore such notice is directed, or, if mailed, two (2) days after such notice is deposited in the United States mail, certified or registered, correct postage prepaid, and addressed to the parties at their respective addresses as set forth above, or at such other address as such party shall notify the other party beforehand. 5 8.4 Attorney Fees. If an action,suit,or other proceeding; is initiated to enforce or interpret terms of this Agreement, the party not prevailing shall pay all reasonable costs and expenses incurred by the prevailing party, including reasonable attorney fees at trial, on appeal, and any petition for review and in any other proceeding, including, without limitation, any bankruptcy or arbitration proceeding. 8.5 Notice of Easement. During the term of this Agreement, Owner shall give written notice of the existence of the Transmission Easement to any prospective tenant, lessee, Developer, or assignee of Owner who proposes to acquire any interest in the Property. 8.6 Severability _and Parties Bound. The enforceability, invalidity, or illegality of any provisions of this Agreement shall not render the other provisions hereof unenforceable, invalid or illegal. This Agreement shall bind and inure to the parties and their respective successors and assigns. 8.7 Further Acts and Assurances. Each party hereby agrees that each shall execute such additional documents or instruments, and shall undertake such actions as are necessary and appropriate to effectuate the intent of this Agreement. Concurrently, with the execution of this Agreement, at the request of Developer, Owner and Developer agree to execute a memorandum of this Agreement in such form as may be reasonably requested by Developer, which shall be recorded in the public records by Developer at Developer's expense. 8.8 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same document. The remainder of this page is intentionally blank. 6 IN WITNESS WliERCDF,th4parlties vcmxcc .ted t1�isinz4ruMeMsLsofth!dUc ritst vwrimn ub-vv�, O 1' NE R 1 Chad sTnith o wnef DEVELOPER, Yetlow .Barr? Salar, LLC By: Eric Millud Ita: cwcfconnMerdaj Offtm SI'A7g OF ss- COUNTY 6F ) n the da in the �"r 20 t Wore me, the undersigned. personally a ared telly kr ovm to me -or pruvcd to me �m the basis of satisfy sor} ewid nc c� kh ir�dik aal(s} loose narne(s) is(arre)su ribe�d to�within instrumcnt and acknowledged to me that helshcAhcy imccuted the-m me in higAcrithcir capac ity(ies), that by his/herliheir 5ignatuTos)*n the Mstrumrrlt.tit individuals) or the p&Twn upon bcheIf of which tho indir'idu Ks)acled. cxmLited the instrumelit, N a He y D(M ss•ign cxpl res 2. STATE OF } � V�Sj g cM" a,x+.�n W.toffirNn ou Na nLO k4Jtti 4n �+ _ in the year 20212, ht-frore Me, the undersigned, pers;DnaIly appeared pwsxnaIly known to nee or proved to me on 115a basis -of $at is(wory avWcncc t dic i ndil idual(a)whosc nan*s)i$(ate)rubscrik J to the within instrument and acknowkdg¢d tW me (hat k1shcAbey cxccuked the mmc in hisekT11h6r c$paoil�j ics] that bar hi CrfthciT siz turc(s)on the instrumcnL the indiv or the persm upon behalf of which the individuals)scrcl, ext�culed [h&iastrumerlt. 7 1 [Ord' lic e�I Sxionxpir _ 55- MI CIDUNTY OF `+ On the A'~ day of 4 to the }year 2022, before HW, Cbe [I nkrs igncd, personal ly UMMMd "p, ajrA . PCMmally known to me or pjrOVC4 W me on lhr bpi& Of ncig factory evidmoc to bc the NdNiduai(a)vphoft n nc(A)is�=)wbwibod sv the within instrum cni and ac4*wlcdgcd to me boat hc!/O tkcy executed The ume in hiSA-urltheit capnity(ics),tha[ by his}hcrhhcir signalure(s)un[he insuumm the indiwidual(s],or the pefson upon brhalfof wEcll the Wividudl(s)"tcd_ excculed [Fie inSlMment. Any*onimission expircS Ros +�r�$Air bjot �,� STATE OF NEW JF_RSF�y * { my comw SRO" fS J_ g.', 4 1 C EXHIBIT A OWNER'S PROPERTY Parcel Number: 33.-1-3.4 Parcel ID: of_ Par<el ID: Va, r 1 � l 4' �[l��ol his�,i[::'.•' �-.i: ,:3:.:;a Said parcels contain approximately 6.78 acres 9 EXHIBIT B DESCRIPTION OF EASEMENT AREA Transmission Easement Area: An area within the Property thirty feet (30') wide and approximately six hundred eighteen (618') feet long, within the Property, in the locations generally depicted on Exhibit B-1.1,to be used for the installation of the Transmission Facilities. The area contains eighteen thousand five hundred forty square feet (18,5�0 SF tl?e:y,. . .d. �`,� V it trsmissil a�I em�rr a"}. Or An area within the Property thirty Tfeet(Wj wide and approximately one thousand twent- two (1022') feet long, within the Property, in the locations generally depicted on Exhibit 3-1.2, to be used for the installation of the Transmission Facilities. The at_ea contains thirty thousand six hundred sixty square feet (30,560 SF) (the "Transmission is Easement Area"). :.,..._. Temporary, Construction Laydown Area: An additional ten (10') in width beyond and along the above described Transmission Easerrient_Area, in the locations generally depicted on Exhibit B-1.1, to be used for storage of eouibment and materials,the stagxn 7 f construction work and the construction of the Transmission Facilities,inSaect.ink; maintaining, operating and re airilMa.the Transmission Facilities and the permanent overhang own zn� Issm Facilities. The temporary construction laydown area contains Six thousand one hundred eighty square feet �b y180 = (the "Temporary Construction Laydown Area"). Or An additional tera 11 Jn width beyond and along the above described Transmission Easement_Area, in the locations generally depicted on Exhibit B-1.1, to be used for storm of equipment and inateriall the stg na of construction work and the construction of the Transmission_ Facili.s, inspecting maintain . aperatin and repairin 7 t e TransJrr_ri ion Facilities.aid the Nrtnanent overhang of Transmission Facilities. The temporary construction laydown area contains ten thousand two hundred twenty square feet (10,220 SF) (the "Temporary Construction Laydown Area"). Prior to the construction of the Transini siarj.-Facilities on the Property by Developer, Developer shall provide notice to the Owner identifying with particularity the final location of the Transmission Easement Area and Temporary Construction Laydown Area on the Property, and the metes and bounds descriptions of such parce1(s) shall replace and supersede this Exhibit B and Exhibit B-1 and thereafter serve to identify the location of the Transmission Easement Area and Temporary Construction Laydown Area on the Property for purposes of the Agreement. Upon request of either party,the parties shall promptly amend the Agreement to reflect such substitution of this Exhibit B and Exhibit B-1. Both Parties understand that the final location of the Transmission Easement Area may be altered in such a manner as may be necessary in Developer's reasonable discretion to ensure compliance with any relevant laws or regulations, or to accommodate the construction viability of the Transmission Facilities. Any such changes will be reflected in the amendment to this Exhibit B and Exhibit B-1 prior to the commencement of construction. 10 EXHIBIT B-I DIAGRAM OF EASEMENT AREAS D veloper agrees to the Transmission Easement Area, Filzure B-1.1,are shown approximately in L*P-d n the aerial map below. The Temporary Construction Laydown Areas are shown approximately in yellow on the aerial map below. This Exhibit will be replaced with a more detailed survey map prior to the commencement of construction of the Transmission Facilities. .i 1�AV. �~n Nov. Yi ':�y1F• 8 t v' y N ry W2W A,;. :.'; F.s.,s.':i•„�;;.e:, .-m.,,.•�.-�x ;., ., r `.'.i:':cry-�;: Figure B-1.1 Note: The I�circle on the eastern side of the transmission easement area Is a p ma sugar le tree g 16eveloper agrees to avoid developing within fifteen (1 S) feet of the tree. I Yr -Lpw BARN eta, ERIC MILLA€l;D. 2045 Lwcow Hiorfw,av,EDLsopf, NY 09817 TRANSMISSION EASEMENT AGREEMENT UhdetW jFd Tranwj&lon Lbrw 4L This Trarksmis5im F.ascrrrcni Agmcmcnt V`A"wefrt")datcd R5 of � .20�2 (thc "Effec i e Dale" , is end inr@ by and bcmeen Bensteard Farm Corp, a 4ew York Cwpratiun. with aim a<ddr r%s of 264 CAA Strwt, Grotcm. NY 13073 (thc '`')wner"): and Yellnw Barn Solar, L.L.G. a Dclawane Limited Liability Company (together with 1:0 sccce rs and assi s, 'Ttftloprr"), whose addrms is: 2445 Uncoln Highway, F.&90r, NJ 09 RECFTA1 A. Owr&r owns Lha real property locaitd ir< IhE2 town of G[oWfr, Tompkins County. State!of New York, mow particulmly destrlb*d ari Exhibit A aitiehed hemic(thy"PrGprrtyl. E. Lh:vUloper is devVtopurg energy Scnerafian f�ziiitics (Ehe "Salt Faditles") on prop-23eic s locawd in the v icin i ty of the Pimp (the"Prajer["] C. N.vplaper dcLsire5 In C43udn (0 a non-exclusive easunpni for prarpaws-of tn5culLing undergrmnd transmissinn Iln� and reWtad factillies, s-P a one-or more phases of the Prjeci. For the trarlsrnksslon of electridly aqrow cmaJn pertiorcs of the ?r rty, (U) a temporary consu don eawment over arldi0onal pnrligM Of the PFVpCrt)r fcr pure Qf cwwncling, rcpaJrkrLg and woJrltalning such lines and f3cil9+;n. and (ii0 an access amemEnt to and fr4om th€L Solar Faeilltles and Iramrni5sion FQcilities (as hQreinaEler desrrlhed), crud the related rights described herein. D. Owner �9 willing Fn grant such eascmcnLs an tt terms aqd corrdltkwts yet For0i in this llgreemem. AGREEMENT NOW THEREFORE. for good and valuable cwisideratlon. the suM-cieney Uf which Is hereby w6Lnowlediged, Owner and Dcv6oper agree as follows; 1. Grant and DncxWlvn or Easements. La r tof Ea rnent fnrJt"rarrsm inn Eaeili�ies_ Owiwr hi-mbygnnrs and C0nV€ys iD ►eknper A n0rt-rXe1435I+c em rnwnt (th-v -Transmission Eaw-mint'') orl., in4 aJagg, nVer.Acm5z"d iinder the property,In Ifie kxatior►s generally described on the attached laxhih3i, A and D--1-(Ihr"Ea nenl Arears%for the purpc&n oFsurveying,conducting medics lincludIng but not lintlted to cultural VrMYS. enViMrurierftal scudie& and gpntrchrrkal sanclkps Including soil 1 Ircrrlallga),fq-t'11118.Curr+sirrrrr hiR, r-?Irl.tdrkR,CC1OCa(lrrg. Improvlrr&ed)OWgirg,+gnawing. I nspeCLlrlg, 111.11 M 21111 r8, OpL' 1111rg, Mrp;Mdrdrrg, wsing. Peed allowlrrg und&-W{ruud at cirical Irarksiss3ssion and r-'IA1441 COMPnkLNrarinns limns and ca1b1tl.%,'WdrrA.cc»,dnl[.clr MI;hrc�ikm. and ta'aa stormcm_aiKL any mrrl Al irecessary alld praF-M&r flrr.illtles. flxlrrre� and addillar,r1 NuIpmmil any way mlulai to or ah-NUE iarcd Willi affly 43f 4114` fOV:girtrlg fr3r Ih+F trenshtilsslurr Of LAUJI'd"l I-M..rgy (collar-INcly. "I'm. ue,uri3silau Fatlditi1.5"), ingeLher wkh lire Appurrururnl Ilighis Fervrmced hcluw. The rights prsnIcil I-ierQln 13Y C7wnrr do nol Include lire rIgIN to crtins[rud su4slarlon facitirles upon 111p f'es�rr��il Alx��s. 22 991wr Apious gjmmt fthts. In addillcm Lu [hL- furtSuI%, E]kueLuper L9 hereby gr)rrLO k ;rascl s11211 113V , 11ie fulluwing rotghni rl�lw. ibemsary or convoileat far Mveloper's mw of the Tra nsm issiar r-Asc rent lthc."Apprrrienani Righls'�= (a) [ire Might of Ingress Eck and egrem farm Iho1 vwmilsrikrn pitcLLiric-'; Wwthe r Iocaied on IN! PYOrrty, nn arijiICMA prOpe Y im e1 wlrL-),oraer.slang bird Mlvmgh Lire Prop&dy ror llrt! purpow or comworung. MepalrIMr$, rmLislMilulikg or renNuOig the T5rpi*merlon Fadlirivs; (b) Me Tlght Lo enter the PWrLy ror tlse paurpose or surveying acid CM11MLing 5I1111ip5 (Lnc'Iulling hjiL rrpl 1LnilLed 10 COLIUMI %urVeYS, envirL i1nwnkwi1 sullen, aml geolcchnieal snW cs indudingsail I wits) in coraneviDn w3di &wh Tran.4misslon FacIlilies; (c) lire rIght to pemili tine InsiallaLicni, placeroem or aRadmX-111. 16 lim Trwml&Wm F cllltbm within the Twoment Arens: (d) Ilia right rRa dio r and Lu kc-ep clear ripe Eawrtw-nl Areas frm from any buildings- fenclrkg (notwillwa nding LLB forQWJrL& ()caner hM lire rLg1+l 10 1nsC3ll [eraeiaaC for rarrning and pmz 1 ng pL1rpc4 t r hou ndary tin6 piigxAO_s, prrmidpd Thar 1�meinppr rimy temp rily rujimL such fencing go exemlse Its rIghis heMInJUE). NLILpraMen;.bfwli.combustible mar-crlal and Mly aFLd all Other' ncrw Ylri,clures, and abst r%ons of airy i4ind. and the rIgM to trim rr rmvive brush. ImEm(r o[Irer ha Ards as lire Propmy whirls. la Me reasam-Lb le opinion of Devvtopr, nwtr inimfcre with DmO-pprr's uwrcise of its rigbts herCLrnder; le) dw rol diming �rlod4 of �iansla�cllou of Ili 'pransialissi+�ir Facillties (arid ciuring periods or any repair or replacement lheireui) L-D kise lbe addlllorml al eus ur flie propimy de rihod on Exhl.Wg E Ln Lhc ''Tonmparary Cuuviir uctirru Laydowu Ara" i'ur chi storage of equipment and marr-vials, ihc- si.- ng OF w43ik AIM 11w c(5rrsrnrr[1orL cif Transmissdon l;a lilies; ad (I) all odhcr Miels 2uld pr]vi]cgq-s ac-L Nary and irruLderLW io dK full use and cnJoymeru r3f[.ire Trwisrnlminn Eawrrrcnr ror char, pu.Qx pramined fo Lh s A L'C mint, 1.3 Tani~O asemerrt_ 'ncc Curia of Ihie; AprccriacnL lrho'Tc-M-)is perTwMvaf. unless t-e nliisaled pursimani la Sectian b.,-lrxw. 2. Pavnwp!j�for TmiisiikL si(ni Easement. 2.1 C0MP "1i6& As 1hec 5lderalIon forthJs Agrvttrrenq an4 the grans of the TransrrrlL4sinri moment and other righr;herour ,dor, Developer a�gnes go make payments to 4u!'rtrr as desrrlbc-ti In Tfu-. partics acknowledge and r + 1ha# ft wJJL not be included with this }.rear eW when recorded wilh the counter reowder, and That sD rermving Exhihii C pri43r 143 rcq�artfEag is inwnikwial and does mi la any Wily 2ff�d the V21ldity Of th1s Agrmmeni- Owner acknuwledges and agme s dint it 5ha]l no+t be perrrmiited Ira Sevkr dw plymerLts under the PLgre+ernenl. and shall not be pemilled lc also voyawnis due la Own-or under IhO Agreenwm to a third por y rwithoui the consent of DeWACVer. Upon dhe transfer of an irk"L In the Frop oPty to an heir, lagal repr s nlative. suocemr or asso, the paymcnts hereunder (or The proportionate shore lheml) shO Imum to the beneffl of such past}'_ 2-2 Qx9p larrraM The parUes antielpate arbd acJcwwledge Thai Dwrw cT Orocr'4 rcnicn may suffer damage to drops, &ail compaction, tile, fences, and -Dlficr property-Or improvemcats an the Propoly duciryg Devil is coni�t=tibn, irrilgdlation, maintenance and removal of Ttamtrrls.slor, Fi3L11 ES on The PFopWy, including hul npt limited La Ox-Tempos ry Corn-r„cl 6Dn L aydawn Anawi. Ci}mpeFm i,an for crpp darnago shall, be [1OD of Falr Market Val= in the tea' of such ury rtpaciion (tk " irop bamap Payr t')]- The i2Fair MisrkK Bahr 'shall'.be ilia&T FnmkeL value for the amuurnt of crop aetuW Ey dcstrv}zd Or dkmaged CM the daLc o'surh damage or destruclion, and shall be calculated using conventiciru d melhod-s horn ally u-wd Iri the huxt county, such as by obtalnft the da ly price (Slbushel) and y1uld OusheJsfa{re) fr?rn the nearesi grairt terminal. }after construction Is complele and payment-of the Crop Dunage Payment, Dcvctolmr shall rust be responsible to lay Owncr or Owner's mrrters any Us of incon w, mnr business oppomnides. profits or athCF ]osss arizqin$ out of Owner's inability to grow crops -or ctherwfse use L" portlm of the PremLses occopled W T(an-smission Facltides. Follow Ing rnmtrumign, shwld any planied crops be dis[urb ed by DeW.1(3per, l eloper shall rem the N.asment Are2s vwitb the approlriate crop in Owner's rewoDablc disc melon, Should aaiom by Developer prevent craps from being planted In the Easement Areas, Developefi shall compa sate fur dLe ex et`od praflts of ttw--portion of crops that would have been planted wltlhin the F,-Oiemea1 Ama up to a maximu,rn of $1 Wacrc, bamd on the Falr MarRel Vakw of those mVs, lim the expenses that would he inrtirred From planting 13krough sale For that portlw of 1h,e crps- 3, Termination, Default. 3.1 'i es7Jnalion her t 'llo+per. Devnli�F r,its svcc .,.-7r�or wi iga-s&hail Svc tht right to W miniale the 'Transmission l::aseA-rLenl and this AgreemenL at any flme ap-an written noiirp Its Dwiner is recordab Ic roan, 13 Terinina[Ion by Qwner fDr Ilr.6mit 1tiy DeveloM. Owner. its sot sons or I shall have the right Iu Lm llnwe die Transn rissitmi Easement and This Agmemant only if (a) I]e;relcper fails to pay any murwtary amauats owing 1wreunder when due (U) Ow"r• r►Alfies Developer, its successors,assigns and Mottgagets�{as defined below) of the defauk In wrlling via pcAotsa] delivery by conin7er+t:ial courier, fb) reputable overnight delivery service witls proof of del very. of (c) UMLL-d Slate's Mai I. posuge.prepaid, regis Fed cr cediRtA mall, nelurn r-E�CeipL requesiedLwhich notice wv,forth inn manabledeiaFl the faces per iningto thedefatkit and arrwium owed to cure such defoull.and(c) Developer. its sum, assigns, or MoriWgees hays not cured the defai,li w-Ethln sewrtty (70) dimys after Owner sends the written nNIce fmn7 Owryer. K within such longer period or d me as is requ kred to cure such default, so long as Developer. Its su . r�, 3 igrt5,or MorWagm iNWritly pufa es such cure Ia{omplei ion. rf E evelaW fails to crake any pPyrngnt to Qwnef requlrcd of It liftcuader when due, interest shall accrue OR 111E civerdue amount, from ibc d�ic dtre until the dale paid,at a rale aqua 110 $e-sum of two prmerrt�M pr_r armum plus the prime lending rate as from [inw.to[ime TW be pub]Lshad by Thw WWI Slreel Journal under the "Moncy K;i"" tiwt, er in the event [he rOme lr-ndi g,rats f om Tfie Wall Sueel Jogmsrl is rm Innger avaiJabde, a similar raIC ul I lined �y nal k3nal lendling insriit Akw-s; pmvid-ed that in no evwA Shpil such in[ercgt frcced the minx i i+luro rim permilld by law (Ihe-latent kaW`)_ P4yn1er1 is due to Owner tiuiderSecdon 4 ShaR be runsi& d overdue if Rai reca 3red wilh ]5 days afthe applicable due dto. 3.3 Actium TJ Dn Termination. Up= termi"Lion of this Agmeernent, Deeve]oper shall Me a torminaiiorr of Iht&Agreemew ire &Le public records. Within twelve (12) Mnths after the expLradort, sun-ender Cw ti'rmirratio„ uF 1lvs AZmnMizftt. Developer shall retrrovc From the Easerrwn L Arias (ur such pert 1hereV. wS applicable) any Tranrmissiori f aci l hies owned, lasial loci OF -LurLstrurtedi b,y De,fie6 r thereon and reeve i he surface Qr thv Easement Areas free from dr kis; provided, 40wvver. Out De1M1oper Shall only be required le remDve the same to [Fie grealpr OC(a) frirly-eight (A$) inches below the surface of thr-land or(h) the-ck-p4h (if any) required by appl Icabl:e law, and Developer shall have a continuing e-&wmml Io enter she Pmpwty for such purpo r ding such twelve (l Z) month period, if Developer fails to rernove any ref Iho TrwEsmisxim FacillUe!� w1thin the rcqubpDd lime periW, -wch Tran,smi%5, n Faciliticm AaH hu cvrLsidered ehand ned by Developer and der may remove the Trart5m]mi,pn FaQCiGt , Tn the evmi Owner rerrravvi such Thtnsralssl+oa Fao1li[ies, Dewlnper shall reimborse 0wrarr far all reasonable cosh of removing those Tra.FL5mMlon FaCIRAes, less any r,.BlvagC value receNed by Owner, wid: n Ihlrty days after receipt of an invoice from Owner, in addition, if appilcable. DeVe]oper sisal I pay Owner a Crop Damage payment as set forth iri SeCthan 2,2. For the avoldaiire of daubs, should an annual paymonl as identified In Exhibit C become due fol.iuwing wMTdnatkM of ihis Agreement. DeyctDper shall pay such annual payment unless the Transnassion Facilities have bwn cornpl-Etely rornuvedl and the Fasr~nierrt Areas ruskwLd arrd left lice-of debcl,s_ 4, Nawre of Eawmenk Dvi-rhu rd-Pning- 4A RaFm ient in Gross. TIM OaMnenm And Covenants contained kn thls Agmemeul mv 1,nit riled ro be easements in ass and shall run with the Propeoty, but shall nut be appniuT nt to any land uwnL-d ur LTarrtrolktd by Developer, Owner [hal rlae-em*menz may cinitinue to be used for tie purpmes dmcriW hervin for Ihebenehl orarty properly owned,leasod, or mherwise aacupimi or usod by l)cvcloperand vcIoper's succcocirs, assi8ns, and waarris- 4.2 AWndonrnert, Except as provtded in Spafio3, no act or Failure to act on tkne part of Developer W JhP hQI.der Qf LhV TW!FFfkiM]Qn @ rnenr ShaII tK deM4d to curl5tilutean abmidonrneni, s+ufrender -or termination dwreof, -e>rcept [ape recordation by such hDlder of a qui[cJaim dv.cd sptcifirally conveying the T=snilsslor, Easeakera back io Owner- 5. �4sxi�-rm�ntlJ1�lnrl¢a��►_ 5,1 Right to Assign. DL,-vc1operSh3I1 have the rij;ht without Owner's consents, to sell, convey, le&e, transfor of as%lgn all or any pardon of Ll:W Trari&MIMian Ea5emerit, This Ag3x►ertwnt, or [he Transrninion Faci]GLies on a mriexclu!s ve ba-sis, or to apporlien, gram sub- 4 1VMeri,errls, co-effiemenrs, spiiraie easenients, leases. kotEm or slrn lar re st , however dcrmuminated. In GnU Or inure perWRcs ar'entities. Dewtoper shall provide notice of any such sale, CUFRVyAncP, leap, trRMfer or Egnnwnt in Owner. Such notice shall Include all perlinriv annlacl inftwrnatlori of Assignee for Owner's bencffl. 5_2 RhM Io Mm Vewtoper ", upuic nwtir-e IQ OwnEC, hat WiEhLmt Ownrn'son mmitwapproval,nrflgege,e0llaWa4 assign,Ur arhemi� e cncttmber arrd grant!kits and drily I niewas in Al nr any l7;lrl of its Intere5I In thLs Agrfem ent,the Trawm95.9ian EasemP.rnr, Lhc Emmcnt Areas and the 'Frsnsmi:ssion FacllitGcs (collectively, the "Traranth4vn 1Fadfitia A.wm ` ), wKieh socurity intmsu ift 9Lll of a 1 of tJfxe Tmift isliwi n FaCilitiea Assets am collwiwly mf4rod 1d>b in as "May4 ftes" and the holders of ibe Mort es, their design s and assigns arc referred to heroin Zs `'M"ag@s_" Owner aVas io ouciseng In writing to auda financing documents as nlay be m smably mquired by Mortgagees in connection with any financing-of or inwlvlq the Traersmission Fxlllttes Awds. As a prKwdidon to exercising any remedles related to airy alleged default by DvvOloppr undgr IhIs Agneement,as described to S elion 32. provided that Owner has bEwn prauided with the Idenrily and ooniarl infiarrnataon for airy Modgagees. Owner shall give wrillen notloe of such default to eacb Morq gee at The sarne time it Mivers the noticae-to Developer.spedfying in-detail the al leged default and Oe regUired remedy. }each M tgagcr shall have the same annunt of tLmc to cm the Mpuh as W clPpx r'r. r-wire iniemt or its pwlial imml in lhe*ramrnks l Facllltie5 its a5 i.4gi+rm to dop-qr grad tho same right io cure any detafult as Developer or to renwive any p-rof or Developer or iC5 assigns. NVeWper ma}r ME RMIgage. Mlaf Mtly a�igP. Or otbU%VLsa encurnher and grant liens arul vrity Intemm in lcT`s int,e=t an the ProPWY. C raxeL 63 Ekeyelopet shall pay prior to the due elate any pfiopeAy ia*r s IML-d or armed by any gpvfirnrnr'nial audwrlly related to tiro taseal nt,TtansrlLkssion I'ariltties and tyre righis granled under this Agreemew. In Lhe event that any taxes t1haL= D-2vulQPWs mponsibility hcrcLwder are lav od or also-kwd iri the nanhe of Owner as part of Ik Mal property taxes paya�l-o* Owncy, Ow-a Dew.1ciper shad I prornPtLy re-Unbu it OvvTlrr for Devr-lvrwrF5. propnriJanate share ihereof(as determined by the Parties in a fair arW equltabde manner) and 04T•'ner snail pmmptly r�arwr wch payrnexA to the relevant taxing aut"- The IaX obligation 4if I elopxr hemander is FEAT 011 io a6"Dtwlloper's P+ordan'. UrgtLi% d by vim NFLy,the Parties will use oprnmer-ciplly rowaabdt q f" to here Lho Emamnt on the Prperty m,4nm4d irately from Owner's intwca to dm 11 r i-ty, Dex-lopershall alw b1, rcz5pmsihlc for avy increase in the amount ofOwncr's tax bilks dun hx any change of use. impmvernews, permits en&or change of zordr g mailing Frorn or relafing to any of Developer's tights or hiiQmts uat cr dlis Agreement. E)eveloper reserves the rlghl to thaLlwge airy such laxes and assessmc44ls Li I the, name of r r_ 6.2 For any tax exempi prc rain as defined in this SeCLlort dial is Ln effect as of the Eftee ive Dale, if Devi.!Ioper's ae ivitics undor th-0 A mcni or use of Owner's Property oawes any inurrase ire the tang ssseswd against Owner's Prope[ty or any larger pare l&wned bar QwrwT(i mlud Ing liability for"rollback-taxes_ interest and paialtics for any tax exempt, = raduE d. or beneCwial tax pmgrarns inrludirg, without Ilinllalion, "y (1) contracl In cmnecriorl w M the-Constivallon k,e&me Pwgram I-C RP Contr-aft")nested by Subtitle 1B-ConsemWw Rtsme of the Forma Svwrily and Rural Zrive&tMellt Act of 2002. as amending Subchaptef a of chaprt'r I of subtitle D of tllle XIJ of the Food $rri,rity Act cf I 1 00 a New York gra[c Lkparrmrin ref Envkmagnontal Ccm.wrvalJon-appf d forest rrmn-agcment plait("Faml Management Plan") pursuant.to Nvov fork Stale heal pmperty Tax I_ow 4 4S0-a.or (ii 0 an agriculcur-al assessuwnt program pursuant to the New York State Agri-cultural and Markets law ("Agrkultural Asse smentj), Developer shall pay the entire arr7otmi of suw[hncreao In taxes ati ribxurable to Owner's Property, togelher wilh xiy related iniewst or ponalues,other than inlerest armYor penal lies uJsing from CNvnWs failure to timer+ pmv de Developer wJth a copy of such W Dill_ 7. Ne«Inlempce Owner shall not consiruct, Insmll, or permit to be constructed ar JnstdIed,any 9mprtrvernents,fences inoiwithsUMiq the f6ux �ftA,Owner has tJierigl t to install feneing for fiaTmIng 214d graving purpmEsg3Tbuundaxy litre purpgses,pTavlded [tic[Dherrebper May terrrprorarily (crl10WC such fPnr:ir48 IQ a xeMise tks rights hereti nder), structures. bu i Iai ing.5, foliage or vegetarian, Wilily lines Or otJier improvements of any type whatsoever upon. Jn, on, under or rwm the Fawff en[ Areas that would materially Inhibll or impaif any of Developer's rights or benefits -as set foqh in [his Agreerne t, S. Indtiu iiily. Ter th,e fullest cxtirrt rt,oi protdblted 1y applk2ble lain De�Iopef shau indemnify, hold harmless, and, aI Owner's cWinn, dei`cnd Ckwoor and Owner's officers, shareholdem. affiliaats. ernplo ELN-. tenants, guests and agents few. fmm and WiTisr any and all CJairrls~ Ioss,dama812,cxpcCUe ac[d iiablllt for it ury to or 111a s or deans of any person,or injury k), Loss ar destruction of any property re.aulling from of arising ail of the use or existence of the Trax siriksion Easement.or the conduct of Developer or any contractor, agertl, -employee. Inviter+, wnari or rxarilime of Dwelopir, or Its:wee ors and wsl;gns, 9A Lwwl Preservadon lE�a . No topsoil Is to be iemoved by D"eluper from the Property dur ft the Emement Tenn OF dUrin removal followiAR teM nation_ Dmrizxrile faWe will brti tmed tinder any laydown anms to ensure ease of removal at the eod of COngniCiivn or dKomrni5.ionLriq_ Any tine stumps removed by Developer will be mioved fruitt ilia prnper[y ar appmprintsly gmand and spread as May be ro able to Iemlxxarily slat lUZU Sail during const c6nn_ Any mvk; disturbed during owe exetiori will: br? neatly stnW-kpiW La a locaUOD of the. Properly of Owner's claopsing. During cQre;rmai(in, Developer wilt, at Owner's discroi-on. stckpi lc any timber that is cul from[ itic Propmy in a location on tklfi Property of Gwincr's chwsing, spa Lyng as the ration Is outside the Eawmenit Areas sir ailhcrwLge will not ruMwtvcly Imlxarl th a insiallatityp of the Transmission FW'LIities, in Developer's =kmable dise"14 rs_ 91 Drainage We intersecdons. W-hffe the Transmission riniliiies may Srr[rrsed or Q1hgWsv Impact drakiage limes installed on the Property, Developer shall Install ;P st eduLe 40 pipe or peOxaied cuivw Io rer_vvmect any drainage file damaged by Devc4er. Repl�ccrrr�i I i lc shall cmend 4' into andisluFted soil un euch Sido of the date!~. G 9.3 DraiuW Financial Cur'lly- Al the slan of construct gran. Developer Mali r a bond nr c huw arcnpLabW fnrm of fin.WIUMl security, ir, faNMF Of OWnCF, In the amorint of Three Thousand 1M.1 ars (S1,0Cl ) for ukc -by Owner in the event Devejoper's actions drainage Issues an the P'roperLy that are not promptly corrected by De alopet- Such security shall R-ma[R 1n effm-t for frjus (4) yc-Ara try aeL:uuril for dralWe issues that rrtmy not be inranodiiaely appaMni-ThO LMTnS 10f the finial security will grant D"loper reasonable oppornrnA r to torten any ismes prJur Lo Owner'$claims against gueh Iec ur-Ly &4 CGmWt A yem*nl. ThIs Agwrrtfflt EG tiw final a3id complete agrwpiena botweert thg parties concerning the Transmission Easement. I,S Es[aayel certifcale3_ 0wrWr Stall exeule esiappel cartifirates (certlfyLngas to truthful rnaEterri. irrr1lding wtthoul 11mileIirm that no dofautr tF*n axtMS undar this AgreemeaL if suck+ be the ca4e), consma ro assignment and non-dLsfufl:arace agrnmentg as 1]evafoper OF any Mor%We may reasonably f+equeea at any lime and [Tom ilnne to line,given that Owner shall have up to IhIrly (30) days lo rev" awl extxute any such document. OWi7er and Developer shall cooperate in (a) arrrardirg this Ag,reenwrt from tirnt* io time to Jin,elude any provision that may be r*amnably requested by De E-.10pfr OT C)wrWr or arty lr ngagee to implement the pmvis�ms contained in this Agtemant ar Lo prcserVe 9 Ttid"are's s=rity Interest and Q exeeuUng my doeuftu_nis whi6 may reasunably bt requ9rrd by Developer or a Morigq�x:. G*nor shall rcquim of any Oww's len6w5 to exeGU1e- en agFVemerrt Qf n-On- disturban= from any MmV:36-on wlih respect w I -ciop-W5 inierm.i in the Pumcni Areas. 9,6 101im. Kudcw&J owed or required hereunder shall be lawriting arnd shall be effeclivewhense tired upon.-or persnnally delivered la lire pmy Lowhum s"4 nclice 15-dlrecwd, Or, ff mailed, tun (P-) day-5 PAer Such notice is ftos ted in the United States trail, certified or regIslered.corm pcist prepaid.and addres,sed in the puts at rhelr re5p&c0ve addrtiewes as set fortis abaue, or at such other address as such party 5hWl notify the other party beforehand. 9J At Fern If a,i wdort,salt,or otlwr proceeding is initialed tP enf4Ke ar inlerprct terra, of this Agreaftk it, the party noE prevailigg shall pay all red oftabl a I5 and pews InonTEd by Cite pr-wattling parry, including rea5an bde at#orney fees ai trial. an appeel, and afly pelition fT retirlew and in any other pro ding, intlrnding. w1ftut limitation, any bankruptcy or atbittion proceeding. 9-9 Notice of Easenterti. D riM the offm of this Agroemant. Owner slaaa] give written notice Qf the PAVArrbl� Of [I« Transrfiss*ion Easi?mem so ary prospective i,elgnl, 1 , 1)i-,VC1VPeL or assignee of Oy+r"T whU p1c3pMa$110 ar-rluire ally 131le st in the Prolmny, 0-9 SevrrahWdy and Pa_tli s Bound. Tile cnfartedhility. im'ftlidiCy, -Dr IYl-egallty of any provWonm of this Agrement shall not resider the other prarlsiom twmf unenforceable. Invalid or Illegal. This Agr a rnent .s WI bind and Inure to the paTOes and their rtspeeffik-sFkm,x:i�&hd assigns_ 9.10 Emrtktr Aca and Assuraneea. EaCh party hereby agTM that UCIII shall execute such additlmal doc a nients ur irrsirurwnts, and shall uadertake such actions as are necessary and -aPVFrJPFja1C 1.0 tM*r.StkAto the intera of this Agmwen[. Ooncurr-emly, w.11h Elie 7 exceu Lion of Ill is A reeropm, ai the reque3t of Dewd-Op&, Owner and Daveloper agree to v-xrcu Le a merrrurandum -of this Ag immeal LrL surh farm as may be reaw ably rqumwd by Devebper. which shalt be recardL-d in the p4Iic records by Devr1oper at De'4'e10per's experm- 9.l l CounrcrparbL nLt Agwmm may be execuled in touLmec wm. each of which shall be deemed an origivaJ and all of which when t4kWl SopcI33cr sh&H {orksrilu[e am and the same dor:umenq. *he remainder of I his page is intendonaUy blank. EN V4TN1-_SS WHEREOF, die peilles have exe�culed this Instrumenr as or 1he dale first wrimn abo%T. OWNE'R(S): zzill DEVELOPER: Yellow Barn Solar, LLC - .z- -2PI By. Erlic M I llard Its: Ojef Comrnerc l Offices STATE OF gx- ) � ss_ Orr 1h,- R_ 12 of T4 In the year ZIM, kPrwe me, the ijradersigrc1. pff u ml-ly appeamd personaUy krrwn to mki- ur pFoyed 10 me on the bwki of sathfacrory ewl noe to be tlx b xIlMdual{s] wiwse oam (s) Is (.axe)subwribead da Ow w1thin Lasi rumem and nkna+w1MWd Da rw dial helsheittrey executed the sam in hisAwffiK r capachy(iers),dha1 by bls hfftllreiT s wfe(s)on the Instrument,the individual(s),or the perscm uporn bt-Wf of which the individual(s) ac Led, nmurd the Ens✓ wwat. .apw&" F. QKV Nolarny Nbllc - My tomrn1*610n CNPIrm E MIRK Nci"Public•State V Nfw)fo& No,01 M1614444@ STATE OF i �r �+ SIL OLWIri8d In dArvQA " dcK COUNTY Op v x � On the & �LA in the year 2022, before fm, Are undersl8ned, personalLy appeared L'r 1. �IMpd _ , pfr!prrelly kni+'n W nV or prod tg me 4n ehe bad 4f sadisfadUy evidenco ro bathe Wiv;ldim]( -wfionc rjame(s) is (are?*ubscrRx-d ro Ilic wi[hin lfoaumorls and acknowledged rr�me Ilml heJoW y-e&-cwied CFn: same in idsJhetfilLeir c,wiil ks).dkak by 100wrAhelr skgnature f s)on the ImirLunrrjs_[hr indlvidual W.of the p crsan upon bcha]f flfwhlch lirr indlylkilu [(sl WM. executad Lire insrrvn"I. Rosanna Ai r7ez Nc aq Foblic d dTAl Y PU6a<IC ATE CE NEW JE.ASEY iD#501 I3 N A. EXHIBIT A OWNEWS PROPERTY I Y 1 ► �.�. a + fir+ •R Said pux*lsvonl4n approidmal 1-Lg..jP acres if) E I-B BIT B DESCRIPTION ION OF FASEMEII T AREA Transriit�inn Eas Litt Area., An within she Nperty Thirty fact (30') wilde and appFOXITYWIely three Ihousand six hurrdfed (3,00') feet long,within the Pmpe", En the loratrra,s generally dVicted w Ex} LWI 3-1. to be used fir the IrlstallatLan of the TrammIssion FAril{ties. The aria cimalu 'verity-Four 1lm%and vight hundmd fury sqLsue fLTl �l#& �iF) (The %'Tmnsm-i9.%1-cm rawm ni Arml- Tempor,ary. Qwstruclion Laydown Am: Ali zddi6onal len (10') in width beyond and along i he ab-Gve descr1bed T-raosmisslon Easemen(.�-;, kn the locations generally depicted onrW �� 1 The Iempar:uy ronStrudkM layduwn ui�a mnrains. thirty six I11e3usand squaFe [ I} SFt ih� "Tempor�r' Cirtsirurtian Laydotm Arta"). Prior rp the con ructim of Lbe 'l-(ansmisMon F-acfte$ on the PF%Xrly by Dev-ekTer, ?}evelaper -�hnll provide rinow to She w. Wealifylng with particai:u-Ety the final 1oczd4m CqL Me TransmL%sbrL E�awment Area and TtnnpLwary Crrnstru[&Fi LAyduwn Area un Lhe Properly. and I Fm nietes And bcminds desunptinns of such percelJ�)shall replarre and supersede 1hi-5 Exhihil B and 1=xhihii E-1 and Ihe-eafter ser* to idlenlLFy ihie 1o[atiarr of doe T=smii sion Bement Area Find Temporary Comuwtion l.aryduwrr Area on dre Pnoparty FOr purpmm PC Iho Agmerwi. Upon request ofeidw party, the par ii�&shall pra9raptly amend the A ffM$nt t6 Mintet such su1 #I din a this M2 ii B and ExHbit B-I. Hoch Pwkr 5 undmtarrd that the final locariou of lt&TFausmission EmMent AFRO may be altered Ln!gkKh a Mj3nFkcr M mar be n-cmessary in DtwClGpur's reasonable disumliun i}ensure compliance willr arry relevang laws or reguLddorvs.(3r tP acc43rrarrr)Rlate thQ.cUnxtaUelian VlaWity of the 'Irammisslorn Pwillites- Any su,rh changes will be rpflmted in the amenrlrnQn9 [v 05 bl~b�lJE! and hE 11L Prior tck the cumn*T�mpnt of rans1rLK1i,M3. I DIAGRAM OJF E-ASEMENT AllyEAS The•l`ran mimion Casemeni ALWa is shrn*'n upproximarely in red an the avd;ti snap bef •. 'dhp Temporary G�Lmu-urt m Laydoti+rn Area u shrn{n approximately in yEl3 fw on the aerial map beloiu. ThLs Uhibit will be replacied with a more derailed survey map pri-nr ro the commencernenk of cans4ry tlon of the Trara.m Issicm 1=adlitie$. L .� y� r S NL i du s•; 1�