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Home My WebLink About20191876.tiffAPPENDIX El - SHORT FORM AGREEMENTS OF LAND LEASE AND WIND EASEMENT 4436525 Pages: 1 of 6 10/05/2018 10:06 AM R Fee:$38.00 Carly Koppes. Clerk and Recorder. Weld County CO MI RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Leeward Renewable Energy, LLC 6688 N. Central Expressway, Ste. 500 Dallas, !X 75206 (Space above this line for Recorder's use only) SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT THIS SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT ("Short Form") is made and entered on ?. , 20/ , by and between Antonia C. Bourlier whose residence/mailing address is ("Lessor"). and Leeward Renewable Energy Development, LLC, a Delaware limited liability company, whose address is 6688 Central Expressway, Suite 500, Dallas, Texas 75206 ('Lessee") (Lessor and Lessee the "Parties" and each a "Party"), and provides as follows: WITNESSETH The Parties agree: 1. The Parties have entered into a Land Lease and Wind Easement ("Lease") dated /,' '! , ?0 `c The Lease grants Lessee exclusive rights in and to certain land more particularly described in the attached Exhibit A ("Premises"). The Lease also restricts certain uses of and grants certain interests in and to the Premises. 2. Generally, the Lease: (a) concerns the development of wind energy project(s) by Lessee involving the Premises; (b) grants Lessee easements, leases, and other rights related to the Premises; and, (c) limits, prohibits, and restricts other development or use(s) of the Premises that interfere with the rights granted Lessee by the Lease. 3. The Lease consists of two periods — a "Development Term" and an "Operations Term" (together the "Term"). The Development Term is seven (7) years from the date of the Lease. The Operations Term starts on the Commercial Operations Date and continues until the date that is forty (40) years after this date. ``Commercial Operations Date'" means the earlier of the first day all Wind Turbines in the project of which the Premises is a part deliver electricity in commercial quantities or the date set forth as the Commercial Operations Date in a notice from Lessee to Lessor. LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 1 of 6 4. By the Lease, Lessor grants Lessee certain exclusive and non-exclusive rights. Lessor leases exclusively to Lessee and Lessee leases from Lessor the Premises for the sole purposes of, all as Lessee determines in its sole discretion are necessary: (a) constructing, installing, operating and maintaining wind energy conversion turbines (the "Wind Turbine(s)"), wind resource and weather measurement equipment, laydown and staging areas, operations and maintenance buildings, fences, substations, supporting structures, foundations and pads, footings, electrical transformers, fixtures, and storage equipment, electric collection and distribution and transmission lines, access roads, interconnection and switching facilities and related facilities and equipment (hereinafter "Wind Facilities") on the Premises; and, (b) performing actions, studies, and tests related to the evaluation and investigation by Lessee of the suitability of the Premises for these purposes, including inspecting and surveying the Premises, performing archaeological, avian, bat, geologic, and soils studies and tests, performing electrical interconnection and transmission studies and tests, and performing environmental and wildlife inspections, studies, and surveys. Lessor consents to Lessee's location of the Wind Facilities at any location on or off the Premises, including at or near property lines. Also, the Lease grants Lessee the right to obtain a setback waiver from Lessor if the Lease is terminated as of the Commercial Operations Date. Further, the Lease requires Lessor to grant for the Term separate easements, leases, licenses, privileges, or other rights in or to the Premises, including for access and transmission purposes and even if the remainder of the Lease is terminated. 5. The Lease also, among other things: (a) limits Lessor's use of the Premises during the Term; (b) requires Lessor to grant such further easements for access and utility purposes as Lessee may require; (c) prohibits any activities. whether on or off the Premises, that interfere with the project, including with the flow of wind on the Premises; (d) includes an express grant of a wind easement; (e) includes a requirement that Lessor divide the Premises into multiple separate leases for separate projects if requested to do so by Lessee; (f) includes a waiver by Lessor of any interest in the Wind Facilities, including any potential lien rights; (g) addresses the rights of the parties in the case of a condemnation of all or part of the Premises; (h) authorizes Lessee to satisfy Lessor's obligations that may become a lien or encumbrance on the Premises or Wind Facilities; and, (i) includes limited remedies and prohibits certain remedies. 6. The Lease runs with the Premises and includes a quiet enjoyment clause. 7. The Lease includes broad assignment and finance -related provisions in favor of Lessee, including: (a) the right of Lessee and its assignees to assign (including by assignment or sublease) all or part of their rights under the Lease and/or the Wind Facilities, including for collateral security purposes; (b) the right of Lessee or its assignees to mortgage all or any part of their interest in the Lease; (c) the obligation of Lessor to give Lessee and its Lenders (which are Lessee's collateral assignees) notice of defaults: (d) the right of Lenders or assignees to exercise Lessee's rights under the Lease and/or take title to the Lease, Wind Facilities. and/or Lessee's rights under the Lease (but as provided for in the Lease Lenders have no obligations under LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 2 of 6 the Lease unless and until they hold a direct interest in the Lease); (e) limited bases for termination (i.e. only in the case of uncured monetary defaults and after expiration of all applicable cure periods); (0 cure rights in favor of Lessee and Lenders and separate cure periods for Lessee and Lenders; (0 restrictions on Lease amendments if Lessee's interests in the Lease have been mortgaged; and, (g) the obligation of Lessor to execute a new lease if the Lease is terminated. 8. The conditions, covenants, definitions (including the definition of capitalized terms not defined in this Short Form), limitations, restrictions, and terms governing the encumbrances imposed on the Premises, restrictions on use of the Premises, and rights granted in and to the Premises are set forth in the Lease. Without limitation, and except as expressly authorized by the Lease. these include Lessor's covenant to not grant any third party any rights to evaluate or develop the Premises. Also, the Lease specifies limitations, requirements, and/or restrictions, on: (a) the conveyance and development of mineral rights associated with the Premises; (b) interference with the project and/or with the rights granted in the Lease; and/or, (c) "severance"' of wind rights associated with the Premises or revenue related to the Lease. 9. Also by the Lease Lessor covenants: (a) to cooperate with Lessee to obtain a non -disturbance and subordination agreement from each holder of an interest in the Premises: (b) to amend the Lease as Lessee may request in connection with its financing; and, (c) to execute consents, estoppel certificates, or other documents as Lessee may request from time -to -time. The Lease also restricts Lessor's right to transfer its payments or rights under the Lease. 10. The Parties have executed and recorded this Short Form for the purpose of giving record notice of the Lease, of the exclusive easements, leases, and rights it grants, and of certain restrictions it imposes. All of the conditions, covenants, and terms regarding the Lease are more particularly set forth in the Lease, which is incorporated by this reference. In the event of any conflict between the conditions and terms set forth in this Short Form and the conditions and terms set forth in the Lease, the conditions and terms of the Lease will control and govern. This Short Form may be executed and/or recorded in counterparts. SIGNATURE PAGES FOLLOW LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 3 of 6 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above. LESSOR: ANTONIA C. BOURLIER f> i Antonia C. Bourlier `STATE OF/L•'er s )ss. COUNTY OF ; Y� On rCQ tp 20 l , before me, the undersigned, a Notary Public in and for said County and State, personally appeared Hf4-0r;r� ' � - i.4�personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESmy hand and official seal. Notary Public Commission Expires: 4-� II , FT TAMMY LAND Side of Nebraska -General Nolz, y My Commiss6on Exr,fes August 27, 20J9 LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 4 of 6 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above. LESSEE: LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC By: , , Name: %f Title: ACKNOWLEDGEMENT STATE OF IiX )ss. COUNTY OF On U2, 1,,,gA,1 , 20!$, before me, the undersigned, a Notary Public in and for said County and State, personally appeared kketrza, Fieu,d.-A personally known to me (or Toyed to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is)fare subscribed to the within instrument and acknowledged to me that/she/they executed the same in hi er/their authorized capacity(ies), and that by i=*her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal. 6�` j rig i- Notary Public Commission Expires::/'/ •h;AVpj, ; ALEXAND°IA D. PALMER Notary Public, State of Texas *� Comm Expires 'J5-24-2021 °;,� h'olary !D 128579821 4436525 Pages: 5 of 6 10/05/2016 10;06 AID R Fee:$38.00 Carly Koppes. Clerk and Recorder, Weld County, CO �Iff raff,VIiirlilCiiktirik.14 ilia ' YAW 11111 LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 5 of 6 EXHIBIT A TO SHORT FORM OF LAND LEASE AND WIND EASEMENT DESCRIPTION OF THE LAND THAT CERTAIN REAL PROPERTY LOCATED IN WELD COUNTY, COLORADO Parcel 1: South 1/2 of Section 20, Township 12 North, Range 58 West of the 6th P.M., County of Weld, State of Colorado. Parcel 2: West 1/2 of Section 34, Township 12 North, Range 58 West of the 6`h P.M., County of Weld, State of Colorado. Parcel 3: The Northwest'/ of Section 35, Township 12 North, Range 58 West of the 6`h P.M., County of Weld, State of Colorado. 4436525 Pages: 6 of 6 10/05/2018 10:08 PM R Fee:$38,00 Carly Koppes. Clerk and Recorder, Weld County, CO ■Illl �� w G '�4�I�:tiP�`'1 5a�iihIdliMidieJillyi II ill LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 6of6 P ii A, _ RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Leeward Renewable Energy, LLC 6689 N. Central Expressway, Ste 500 Dallas,TX JSZU P1BW (Space above this line for Recorder's use only) 4426941 Pages: 1 of 6 08/25/20113 03.31 P11 R Fee:$38.00 Carly er Weld County CO Niii Fird� Plkiiii ri'l, r l tKoppes, Clerk and r Lf.l SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT THIS SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT ("Short Form") is made and entered on "-Ly.est,zy , 201 a, by and between Josephine Bourlier Living Trust, Josephine Bourlier, Trustee whose residence/mailing address is (-Lessor"), and Leeward Renewable Energy Development, LLC, a Delaware limited liability company, whose address is 6688 Central Expressway, Suite 500, Dallas, Texas 75206 ("Lessee-) (Lessor and Lessee the "Parties" and each a "Party"), and provides as follows: WITNESSETH The Parties agree: I. The Parties have entered into a Land Lease and Wind Easement ("Lease") dated / ci..,v5 r a , 20lk. The Lease grants Lessee exclusive rights in and to certain land more particularly described in the attached Exhibit A ("Premises"). The Lease also restricts certain uses of and grants certain interests in and to the Premises. 2. Generally, the Lease: (a) concerns the development of wind energy project(s) by Lessee involving the Premises; (b) grants Lessee easements, leases, and other rights related to the Premises; and, (c) limits, prohibits, and restricts other development or use(s) of the Premises that interfere with the rights granted Lessee by the Lease. 3. The Lease consists of two periods — a "Development Term" and an "Operations Term" (together the "Term"). The Development Term is seven (7) years from the date of the Lease. The Operations Term starts on the Commercial Operations Date and continues until the date that is forty (40) years after this date. "Commercial Operations Date - means the earlier of the first day all Wind Turbines in the project of which the Premises is a part deliver electricity in commercial quantities or the date set forth as the Commercial Operations Date in a notice from Lessee to Lessor. LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 1 of 6 4426941 Pages: 2 of 6 08/29/2018 03:31 PM R Fee:$38.00 Carly Koppes: Clerk and Recorder, Weld County, CO gillr'!IN 4iiI)gYIvi II III 4. By the Lease. Lessor grants Lessee certain exclusive and non-exclusive rights. Lessor leases exclusively to Lessee and Lessee leases from Lessor the Premises for the sole purposes of, all as Lessee determines in its sole discretion are necessary: (a) constructing, installing, operating and maintaining wind energy conversion turbines (the "Wind Turbine(s)"), wind resource and weather measurement equipment, laydown and staging areas, operations and maintenance buildings, fences, substations, supporting structures, foundations and pads, footings, electrical transformers, fixtures, and storage equipment, electric collection and distribution and transmission lines, access roads, interconnection and switching facilities and related facilities and equipment (hereinafter "Wind Facilities") on the Premises; and, (b) performing actions, studies, and tests related to the evaluation and investigation by Lessee of the suitability of the Premises for these purposes, including inspecting and surveying the Premises, performing archaeological. avian, bat, geologic, and soils studies and tests, performing electrical interconnection and transmission studies and tests, and performing environmental and wildlife inspections, studies, and surveys. Lessor consents to Lessee's location of the Wind Facilities at any location on or off the Premises, including at or near property lines. Also, the Lease grants Lessee the right to obtain a setback waiver from Lessor if the Lease is terminated as of the Commercial Operations Date. Further, the Lease requires Lessor to grant for the Term separate easements, leases, licenses, privileges, or other rights in or to the Premises, including for access and transmission purposes and even if the remainder of the Lease is terminated. 5. The Lease also, among other things: (a) limits Lessor's use of the Premises during the Term; (b) requires Lessor to grant such further easements for access and utility purposes as Lessee may require; (c) prohibits any activities, whether on or off the Premises, that interfere with the project, including with the flow of wind on the Premises; (d) includes an express grant of a wind easement; (e) includes a requirement that Lessor divide the Premises into multiple separate leases for separate projects if requested to do so by Lessee; (f) includes a waiver by Lessor of any interest in the Wind Facilities, including any potential lien rights; (g) addresses the rights of the parties in the case of a condemnation of all or part of the Premises; (h) authorizes Lessee to satisfy Lessor's obligations that may become a lien or encumbrance on the Premises or Wind Facilities; and, (i) includes limited remedies and prohibits certain remedies. 6. The Lease runs with the Premises and includes a quiet enjoyment clause. 7. The Lease includes broad assignment and finance -related provisions in favor of Lessee, including: (a) the right of Lessee and its assignees to assign (including by assignment or sublease) all or part of their rights under the Lease and/or the Wind Facilities, including for collateral security purposes; (b) the right of Lessee or its assignees to mortgage all or any part of their interest in the Lease; (c) the obligation of Lessor to give Lessee and its Lenders (which are Lessee's collateral assignees) notice of defaults; (d) the right of Lenders or assignees to exercise Lessee's rights under the Lease and/or take title to the Lease, Wind Facilities, and/or Lessee's rights LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 2 of 6 under the Lease (but as provided for in the Lease Lenders have no obligations under the Lease unless and until they hold a direct interest in the Lease); (e) limited bases for termination (i.e. only in the case of uncured monetary defaults and after expiration of all applicable cure periods); (f) cure rights in favor of Lessee and Lenders and separate cure periods for Lessee and Lenders; (f) restrictions on Lease amendments if Lessee's interests in the Lease have been mortgaged; and, (g) the obligation of Lessor to execute a new lease if the Lease is terminated. 8. The conditions, covenants, definitions (including the definition of capitalized terms not defined in this Short Form), limitations, restrictions, and terms governing the encumbrances imposed on the Premises, restrictions on use of the Premises, and rights granted in and to the Premises are set forth in the Lease. Without limitation, and except as expressly authorized by the Lease. these include Lessor's covenant to not grant any third party any rights to evaluate or develop the Premises. Also, the Lease specifies limitations, requirements, and/or restrictions, on: (a) the conveyance and development of mineral rights associated with the Premises; (b) interference with the project and/or with the rights granted in the Lease; and/or, (c) "severance" of wind rights associated with the Premises or revenue related to the Lease. 9. Also by the Lease Lessor covenants: (a) to cooperate with Lessee to obtain a non -disturbance and subordination agreement from each holder of an interest in the Premises; (b) to amend the Lease as Lessee may request in connection with its financing; and, (c) to execute consents, estoppel certificates, or other documents as Lessee may request from time -to -time. The Lease also restricts Lessor's right to transfer its payments or rights under the Lease. 10. The Parties have executed and recorded this Short Form for the purpose of giving record notice of the Lease, of the exclusive easements, leases, and rights it grants, and of certain restrictions it imposes. All of the conditions, covenants, and terms regarding the Lease are more particularly set forth in the Lease, which is incorporated by this reference. In the event of any conflict between the conditions and terms set forth in this Short Form and the conditions and terms set forth in the Lease, the conditions and terms of the Lease will control and govern. This Short Form may be executed and/or recorded in counterparts. SIGNATURE PAGES FOLLOW 4426941 Pages: 3 of 6 08/29/2018 03:31 PM R Fee:$38.00 Carly Koppes, Clerk and Recorder, Weld County CO �I�+I411tit�4,1O414, II III LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 3 of 6 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT IN WITNESS WHEREOF, the Parties have executed this SHORT 1 'ORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above, STATE OF (Ji) INTY {)1- _ )ss. ) On 'J 20 T before me. the undersigned. a:Notary Public in and for said CoiAty and State. personally appeared personally known to me (or proved to me on the basis of satisfactory,evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that hc/she/they executed the same in his/her/their authorized capacity(ies). and that by his/her/their signature(s) on the instrument the person(s). or the entity upon behalf -of which the person( s) acted. executed the within instrument. WITNESS my hand and official seal. Notary Public Commission Expires: GENERAL NOTARY - State at Nebraska WINIFRED PETERSEN My Comm. Exp, February 25, 2020 4426941 Pages: 4 of 6 08/29/2018 03:31 PIS R Fee:$38.00 Carly Koppes, Clerk and Reorder Weld County, CO •i�� Pild rl�� ik� liiih ��:��1 II! I In. I)_1 [,ease and \find Easement -- CONFIllEN I'IAE, SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT TN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above. LESSEE: LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC __- By:•`~-� �- J Name: Title: STATE OF % X / COUNTY OF DA_ L a ACKNOWLEDGEMENT )ss. On >r c2(1 , 20/$, before me, the undersigned, a Notary Public in and for said County and State, personally appeared tio., ,; F c..fula.n, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal. i / Notary Public Commission Expires:S .0""1"/. ALEXANDRIA ALEXANDRIA D. PALMER _z?' :�- Notary Public, State of Texas s.-,- Comm. Expires 05-24-2021 ''''' r°;it ` Notary 1D 128579821 4426941 Pages: 5 of 6 08/29/2018 03:31 PIS R Fee:$38.00 Carly Koppes, Clerk and Recorder, Weld County CO II III LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 5 of 6 EXHIBIT A TO SHORT FORM OF LAND LEASE AND WIND EASEMENT DESCRIPTION OF THE LAND THAT CERTAIN REAL PROPERTY LOCATED IN WELD COUNTY, COLORADO: SW 1/4 of Section 27, Township 12 North, Range 58 West of the 6th P.M., County of Weld, State of Colorado. AND East 1/2 of Section 34, Township 12 North, Range 58 West of the 6`1 P.M., County of Weld, State of Colorado. 4426941 Pages: 6 of 6 08/29/2018 03:31 PM R Fee:$38.00 Carly Koppes, Clerk and Recorder, Weld County, CO LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 6 of 6 4447331 Pages: 1 of 6 11/19/2018 09:31 AM R Fee:$38.00 Carly Koppes, Clerk and Recorder, Weld County CO 1111F1RiINV IWIii'DWI li 1111 i)1 ep/4. 1'7 , RECORDING 'REQUESTED BY AND WHEN RECORDED RETURN TO: Leeward Rene,.,,hl. Energy, LLC 6688 N. Central Expressway, Ste. 500 Dallas, TX75206 (Space above this line for Recorder's use only) SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT THIS SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT ("Short Form") is made and entered on , 2018, by and between Vernon P. Bourlier and Sara L. Bourlier whose residence/mailing address is ("Lessor"). and Leeward Renewable Energy Development, LLC, a Delaware limited liability company, whose address is 6688 Central Expressway, Suite 500, Dallas, Texas 75206 (``Lessee") (Lessor and Lessee the "Parties" and each a "Party"). and provides as follows: WITNESSETH The Parties agree: 1. The Parties have entered into a Land Lease and Wind Easement ("Lease") dated , 2018. The Lease grants Lessee exclusive rights in and to certain land more particularly described in the attached Exhibit A ("Premises"). The Lease also restricts certain uses of and grants certain interests in and to the Premises. 2. Generally, the Lease: (a) concerns the development of wind energy project(s) by Lessee involving the Premises; (b) grants Lessee easements, leases, and other rights related to the Premises; and, (c) limits, prohibits, and restricts other development or use(s) of the Premises that interfere with the rights granted Lessee by the Lease. 3. The Lease consists of two periods — a "Development Term" and an "Operations Term" (together the "Term"). The Development Term is seven (7) years from the date of the Lease. The Operations Term starts on the Commercial Operations Date and continues until the date that is forty (40) years after this date. "Commercial Operations Date" means the earlier of the first day all Wind Turbines in the project of which the Premises is a part deliver electricity in commercial quantities or the date set forth as the Commercial Operations Date in a notice from Lessee to Lessor. LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 1 of 6 No J mo- U :r 0 a0 co 3 NeJk i a0)U 03 , rl No". r13.1 r� = 4. By the Lease, Lessor grants Lessee certain exclusive and non-exclusive rights. Lessor leases exclusively to Lessee and Lessee leases from Lessor the Premises for the sole purposes of, all as Lessee determines in its sole discretion are necessary: (a) constructing, installing, operating and maintaining wind energy conversion turbines (the "Wind Turbine(s)"), wind resource and weather measurement equipment, laydown and staging areas, operations and maintenance buildings, fences, substations, supporting structures, foundations and pads, footings, electrical transformers, fixtures, and storage equipment, electric collection and distribution and transmission lines, access roads, interconnection and switching facilities and related facilities and equipment (hereinafter "Wind Facilities") on the Premises; and, (b) performing actions, studies, and tests related to the evaluation and investigation by Lessee of the suitability of the Premises for these purposes, including inspecting and surveying the Premises, performing archaeological, avian, bat, geologic, and soils studies and tests, performing electrical interconnection and transmission studies and tests, and performing environmental and wildlife inspections, studies, and surveys. Lessor consents to Lessee's location of the Wind Facilities at any location on or off the Premises, including at or near property lines. Also, the Lease grants Lessee the right to obtain a setback waiver from Lessor if the Lease is terminated as of the Commercial Operations Date. Further, the Lease requires Lessor to grant for the Term separate easements, leases, licenses, privileges, or other rights in or to the Premises, including for access and transmission purposes and even if the remainder of the Lease is terminated. 5. The Lease also, among other things: (a) limits Lessor's use of the Premises during the Tenn; (b) requires Lessor to grant such further easements for access and utility purposes as Lessee may require; (c) prohibits any activities, whether on or off the Premises, that interfere with the project. including with the flow of wind on the Premises; (d) includes an express grant of a wind easement; (e) includes a requirement that Lessor divide the Premises into multiple separate leases for separate projects if requested to do so by Lessee; (f) includes a waiver by Lessor of any interest in the Wind Facilities, including any potential lien rights: (g) addresses the rights of the parties in the case of a condemnation of all or part of the Premises; (h) authorizes Lessee to satisfy Lessor's obligations that may become a lien or encumbrance on the Premises or Wind Facilities; and, (i) includes limited remedies and prohibits certain remedies. 6. The Lease runs with the Premises and includes a quiet enjoyment clause. 7. The Lease includes broad assignment and finance -related provisions in favor of Lessee, including: (a) the right of Lessee and its assignees to assign (including by assignment or sublease) all or part of their rights under the Lease and/or the Wind Facilities, including for collateral security purposes; (b) the right of Lessee or its assignees to mortgage all or any part of their interest in the Lease; (c) the obligation of Lessor to give Lessee and its Lenders (which are Lessee's collateral assignees) notice of defaults; (d) the right of Lenders or assignees to exercise Lessee's rights under the Lease and/or take title to the Lease, Wind Facilities. and/or Lessee's rights LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 2 of 6 under the Lease (but as provided for in the Lease Lenders have no obligations under - the Lease unless and until they hold a direct interest in the Lease); (e) limited bases for termination (i.e. only in the case of uncured monetary defaults and after expiration ▪ of all applicable cure periods); (f) cure rights in favor of Lessee and Lenders and separate cure periods for Lessee and Lenders; (f) restrictions on Lease amendments if Lessee's interests in the Lease have been mortgaged; and, (g) the obligation of Lessor to execute a new lease if the Lease is terminated. a r msr 8. The conditions, covenants, definitions (including the definition of • k0 3 MO capitalized terms not defined in this Short Form), limitations, restrictions, and terms .ate governing the encumbrances imposed on the Premises, restrictions on use of the Ow,-..- ,,,,� Premises, and rights granted in and to the Premises are set forth in the Lease. Without -4. limitation, and except as expressly authorized by the Lease, these include Lessor's ul e , �¢ m covenant to not grant any third party any rights to evaluate or develop the Premises. a. &A.. _- Also, the Lease specifies limitations, requirements, and/or restrictions, on: (a) the m"-� conveyance and development of mineral rights associated with the Premises; (b) m interference with the project and/or with the rights granted in the Lease; and/or, (c) •-t ea N �ti ``severance" of wind rights associated with the Premises or revenue related to the I,: 14 raZ Lease. A 9. Also by the Lease Lessor covenants: (a) to cooperate with Lessee to obtain a non -disturbance and subordination agreement from each holder of an interest in the Premises; (b) to amend the Lease as Lessee may request in connection with its financing; and, (c) to execute consents, estoppel certificates, or other documents as Lessee may request from time -to -time. The Lease also restricts Lessor's right to transfer its payments or rights under the Lease. 10. The Parties have executed and recorded this Short Form for the purpose of giving record notice of the Lease, of the exclusive easements, leases, and rights it grants, and of certain restrictions it imposes. All of the conditions, covenants, and terms regarding the Lease are more particularly set forth in the Lease, which is incorporated by this reference. In the event of any conflict between the conditions and terms set forth in this Short Form and the conditions and terms set forth in the Lease, the conditions and terms of the Lease will control and govern. This Short Form may be executed and/or recorded in counterparts. SIGNATURE PAGES FOLLOW LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 3 of 6 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT MI IN WITNESS WHEREOF, the Parties have executed this SHORT FORM -} AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above. 8 U T 1... oZ LESSOR: VERNON P. BOURLIER AND SARA L. BOURLIER em f � c» 3 L' - A "--- ' f� -�' f �;�x ci- Vernon P. Bourlier ovL23 �o� `trf4.--- 7 / - CC :.1/1;e -C---.1. , `, -_ -_/ ,e ma m Sara L. Bourlier aMm 6iV� N N Q moto f �a• 71-r-5-0 STATE OF )ss. COUNTY OF On _I-7;2171-2 I ' '' 20i , before me, the undersigned, a Notary Public in and for said County and State, personally appeared \ c' ` _rt., <z._ H7:O-, t`1(' (- personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal. Notary Public Commission Expires: . ENEAgL NOTARY - Slate Nebraska KONI R. REIN My Comm. Exp. October 2, 2022 [TIED -Land Lease and Wind Easement -- CONFIDENTIAL Page 4 of 6 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT 7ti o� 03 3 Z 1.0�t 04 ) - aIt _ ffi 13 -ON cx 0)U �mr in(VYti rName: 7'— � ,V. / LLC et- : u Title: E)c CF �U IN WITNESS WHEREOF. the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above. LESSEE: LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC By: Name: Title: By "i �-• f / - —. STATE OF /0/e3 COUNTY OF Dalizi ACKNOWLEDGEMENT )ss. On /?i,vcnthrl ( / , 2018, before me, the undersigned, a Notary Public in and for said County and State personally appeared / 4re w Fia-r and Jase)1 Art. (411e - , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) isEr subscribed to the within instrument and acknowledged to me that he/sh t e~ executed the same in his/her their• authorized capacity(ies), and that by his/her err signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official.seal. /�,/�(-_ Notary Public Commission Expires:o.S�'� ,/ ,2 / 4V,RV Ply ALEXANDRIA D. PALMER Notary Public, State of Texas Con)n-L Expires 05-24.2021 *,„„o‘`` NotaFy ID ]28579621 FRED -Land Lease and Wind Easement -- CONFIDENTIAL Page 5 of 6 EXHIBIT A TO SHORT FORM OF LAND LEASE AND WIND EASEMENT DESCRIPTION OF THE LAND THAT CERTAIN REAL PROPERTY LOCATED IN WELD COUNTY, COLORADO Lower 1/2 of Section 20, Township 12 North, Range 58 West of the 6th P.M., County of Weld. State of Colorado, consisting of 85.41 acres. LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 6 of 6 by �> RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: l.eward Flanewable Evergy, C 6688 N. Central Expressway, Ste 500 Dallas, TX 75206 b r v r ?r5r�J 4439465 Pages: 1 of 6 10/17/2018 02:59 PI1 R Fee:$38.00 Carly Koppes, Clerk and Recorder Weld County, CO Ell Prd tlki1i ;lOin=F.LiikiPIIII (Space above this line for Recorder's use only) SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT THIS SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT (``Short Form") is made and entered on /6/ 9 , 2018, by and between David Drake and Missy Drake whose residence/mailing address is ("Lessor"), and Leeward Renewable Energy Development, LLC, a Delaware limited liability company, whose address is 6688 North Central Expressway, Dallas, TX 75206 ("Lessee") (Lessor and Lessee the "Parties" and each a "Party"). and provides as follows: WITNESSETH The Parties agree: 1. The Parties have entered into a Land Lease and Wind Easement ("Lease") dated - r /O/ `1 , 2018. The Lease grants Lessee exclusive rights in and to certain land more particularly described in the attached Exhibit A ("Premises"). The Lease also restricts certain uses of and grants certain interests in and to the Premises. 2. Generally, the Lease: (a) concerns the development of wind energy project(s) by Lessee involving the Premises; (b) grants Lessee easements, leases, and other rights related to the Premises; and, (c) limits, prohibits, and restricts other development or use(s) of the Premises that interfere with the rights granted Lessee by the Lease. 3. The Lease consists of two periods — a "Development Term" and an "Operations Term" (together the "Term"). The Development Term is seven (7) years from the date of the Lease. The Operations Term starts on the Commercial Operations Date and continues until the date that is forty (40) years after this date. "Commercial Operations Date' means the earlier of the first day all Wind Turbines in the project of which the LIED -Land Lease and Wind Easement -- CONFIDENTIAL Page 1 of 6 Premises is a part deliver electricity in commercial quantities or the date set forth as the Commercial Operations Date in a notice from Lessee to Lessor. 8 U _Ea o u, re)3 .mm µ.' uo Nam iiaC� a� qg a0 w—im ra NU m , Mm �ma to N o nil d1 -Mr tit 0 En —omm 4. By the Lease, Lessor grants Lessee certain exclusive and non-exclusive rights. Lessor leases exclusively to Lessee and Lessee leases from Lessor the Premises for the sole purposes of, all as Lessee determines in its sole discretion are necessary: (a) constructing, installing, operating and maintaining wind energy conversion turbines (the "Wind Turbine(s)"), wind resource and weather measurement equipment, laydown and staging areas, operations and maintenance buildings, fences, substations, supporting structures, foundations and pads, footings, electrical transformers, fixtures, and storage equipment, electric collection and distribution and transmission lines, access roads, interconnection and switching facilities and related facilities and equipment (hereinafter "Wind Facilities") on the Premises; and, (b) performing actions, studies, and tests related to the evaluation and investigation by Lessee of the suitability of the Premises for these purposes, including inspecting and surveying the Premises, performing archaeological, avian, bat, geologic, and soils studies and tests, performing electrical interconnection and transmission studies and tests, and performing environmental and wildlife inspections, studies, and surveys. Lessor consents to Lessee's location of the Wind Facilities at any location on or off the Premises, including at or near property lines. Also, the Lease grants Lessee the right to obtain a setback waiver from Lessor if the Lease is terminated as of the Commercial Operations Date. Further, the Lease requires Lessor to grant for the Term separate easements, leases, licenses, privileges, or other rights in or to the Premises, including for access and transmission purposes and even if the remainder of the Lease is terminated. 5. The Lease also, among other things: (a) limits Lessor's use of the Premises during the Term; (b) requires Lessor to grant such further easements for access and utility purposes as Lessee may require; (c) prohibits any activities, whether on or off the Premises, that interfere with the project, including with the flow of wind on the Premises; (d) includes an express grant of a wind easement; (e) includes a requirement that Lessor divide the Premises into multiple separate leases for separate projects if requested to do so by Lessee; (f) includes a waiver by Lessor of any interest in the Wind Facilities, including any potential lien rights; (g) addresses the rights of the parties in the case of a condemnation of all or part of the Premises; (h) authorizes Lessee to satisfy Lessor's obligations that may become a lien or encumbrance on the Premises or Wind Facilities; and, (i) includes limited remedies and prohibits certain remedies. 6. The Lease runs with the Premises and includes a quiet enjoyment clause. 7. The Lease includes broad assignment and finance -related provisions in favor of Lessee, including: (a) the right of Lessee and its assignees to assign (including by assignment or sublease) all or part of their rights under the Lease and/or the Wind Facilities. including for collateral security purposes; (h) the right of Lessee or its assignees to mortgage all or any part of their interest in the Lease; (c) the obligation of Lessor to give Lessee and its Lenders (which are Lessee's collateral assignees) LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 2 of 6 notice of defaults: (d) the right of Lenders or assignees to exercise Lessee's rights under the Lease and/or take title to the Lease, Wind Facilities, and/or Lessee's rights under the Lease (but as provided for in the Lease Lenders have no obligations under the Lease unless and until they hold a direct interest in the Lease); (e) limited bases for termination (i.e. only in the case of uncured monetary defaults and after expiration of all applicable cure periods); (f) cure rights in favor of Lessee and Lenders and separate cure periods for Lessee and Lenders; (f) restrictions on Lease amendments if Lessee's interests in the Lease have been mortgaged; and, (g) the obligation of Lessor to execute a new lease if the Lease is terminated. 8. The conditions, covenants, definitions (including the definition of capitalized terms not defined in this Short Form), limitations, restrictions, and terms governing the encumbrances imposed on the Premises, restrictions on use of the Premises, and rights granted in and to the Premises are set forth in the Lease. Without limitation, and except as expressly authorized by the Lease, these include Lessor's covenant to not grant any third party any rights to evaluate or develop the Premises. Also, the Lease specifies limitations, requirements, and/or restrictions, on: (a) the conveyance and development of mineral rights associated with the Premises; (b) interference with the project and/or with the rights granted in the Lease; and/or, (c) "severance" of wind rights associated with the Premises or revenue related to the Lease. 9. Also by the Lease Lessor covenants: (a) to cooperate with Lessee to obtain a non -disturbance and subordination agreement from each holder of an interest in the Premises; (b) to amend the Lease as Lessee may request in connection with its financing; arid, (c) to execute consents, estoppel certificates, or other documents as Lessee may request from time -to -time. The Lease also restricts Lessor's right to transfer its payments or rights under the Lease. 1 0. The Parties have executed and recorded this Short Form for the purpose of giving record notice of the Lease, of the exclusive easements, leases, and rights it grants, and of certain restrictions it imposes. All of the conditions, covenants, and terms regarding the Lease are more particularly set forth in the Lease, which is incorporated by this reference. In the event of any conflict between the conditions and terms set forth in this Short Form and the conditions and terms set forth in the Lease, the conditions and terms of the Lease will control and govern. This Short Form may be executed and/or recorded in counterparts. SIGNATURE PAGES FOLLOW LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 3 of 6 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above. LESSOR: DAVID DRAKE AND MISSY BRAKE David Drake -Mt -y Drake STATE OF jss. COUNTY OF On 20, before me, the undersigned, a Notary Public in and for said County and State, personally appeared and personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal. Notary Public Commission Expires: 4439465 Pages: 4 of 6 10/17/2018 02:59 PM R Fee:$38.00 Carly Kappa's, Clerk and Recorder, Weld County. CO UAlPdtilkili411.1V,'IliAtiliNVIHRP44444, II III SAMANTHA M WHITE Notary Public State of Wisconsin LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 4 of 6 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above. LESSEE: LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC By: _ Name: Title: s? By: Name: Title: C- c STATE OF /gx 3 COUNTY OF Las ACKNOWLEDGEMENT )ss. On ; 9 ' , 2018, before me, the undersigned, a Notary Public in and for said County and State, personally appeared f-1-ndkeu) I-ff� a., -.-L and (2',/14,:f pke Loelite. , personally known to me (or proved to me on the basis of satisfactory evidence) to be subscribed to the within instrument and executed the same in his/her he reauthorized ignature(s) on the instrument the person(s), or the person(s) whose name(s) i acknowledged to me that he/sh capacity(ies), and that by his/her, the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal. Notary Public Commission Expires: C :45,ype,.�-/ 4439465 Pages: 5 of 6 10/17/2018 02:59 PM R Fee:$38.00 Carly Koppes, Clerk and Recorder, Weld County, CO 1111 IIP.r1 IZkrI�M� IiINI0AROMrV.1.11 .I III LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 5 of 6 EXHIBIT A TO SHORT FORM OF LAND LEASE AND WIND EASEMENT DESCRIPTION OF THE LAND THAT CERTAIN REAL PROPERTY LOCATED 1N WELD COUNTY, COLORADO The Southwest / of Section 27, Township 12 North, Range 58 West of the 6th P.M., County of Weld, State of Colorado. 4439465 Pages: 6 of 6 10/17/2018 02;59 PM R Fee:$38.00 Carly Koppes. Clerk �rdWPi � d Recorde Weld County, CO 1111 I'1IVlUNT,INK 11111 LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 6 of 6 4451229 Pages: 1 of 6 12/04/2018 03:31 PM R Fee:$38.00 Carly Koppes, Clerk and Recorder, Weld County, CO l AIIIN4lr51l411 AitiME" I 'iI ii Il III PI .4[L/ttd- ►7L L4 Y v� RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: tceward RerewabJQ Ers y. L r 6688 N Central Expressway, Ste. 500 Dallas, TX 75206 DDV- 1).18 (Space above this line for Recorder's use only) SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT THIS SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT (-Short Form") is made and entered on Ai , I , 2018, by and between Marilee Ege McGowan, Sharon Small and Richard Ege whose residence/mailing address is ; , ', r (-Lessor"), and Leeward Renewable Energy Development,' LLC, a Delaware limited liability company, whose address is 6688 North Central Expressway, Suite 500, Dallas, TX 75206 ("Lessee") (Lessor and Lessee the "Parties- and each a "Party'). and provides as follows: WITNESSETH The Parties agree: 1. The Parties have entered into a Land Lease and Wind Easement ("Lease") dated .A� :` , 2018. The Lease grants Lessee exclusive rights in and to certain land more particularly described in the attached Exhibit A ("Premises. The Lease also restricts certain uses of and grants certain interests in and to the Premises. 2. Generally, the Lease: (a) concerns the development of a wind energy project by Lessee involving the Premises ("Project"); (b) grants Lessee easements. leases, and other rights related to the Premises; and, (c) limits, prohibits, and restricts other development or use(s) of the Premises that interfere with the rights granted Lessee by the Lease. 3. The Lease consists of two periods a "Development Term- and an "Operations Term" (together the "Tenn""). The Development Term is seven (7) years from the date of the Lease. LRED- Land Lease and Wind Easement -- CONFIDENTIAL Page I of 6 The Operations Term starts on the Commercial Operations Date and continues until the date that is forty (40) years after this date. "Commercial Operations Date - means the earlier of the first day all Wind Turbines in the Project of which the Premises is a part deliver electricity in commercial quantities or the date set forth as the Commercial Operations Date in a notice from Lessee to Lessor. 4. By the Lease. Lessor grants Lessee certain exclusive and non-exclusive rights. Lessor leases exclusively to Lessee and Lessee leases from Lessor the Premises for the sole purposes of, all as Lessee determines in its sole discretion are necessary: (a) constructing, installing, operating and maintaining wind energy conversion turbines (the "Wind Turbine(s)"), wind resource and weather measurement equipment, laydown and staging areas, operations and maintenance buildings, fences, substations, supporting structures, foundations and pads, footings, electrical transformers, fixtures, and storage equipment, electric collection and distribution and transmission lines, access roads, interconnection and switching facilities and related facilities and equipment (hereinafter "Wind Facilities") on the Premises; and, (b) performing actions, studies, and tests related to the evaluation and investigation by Lessee of the suitability of the Premises for these purposes, including inspecting and surveying the Premises, performing archaeological, avian, bat, geologic, and soils studies and tests, performing electrical interconnection and transmission studies and tests, and performing environmental and wildlife inspections, studies, and surveys. Lessor consents to Lessee's location of the Wind Facilities at any location on or off the Premises, including at or near property lines. Also, the Lease grants Lessee the right to obtain a setback waiver from Lessor if the Lease is terminated as of the Commercial Operations Date. Further, the Lease requires Lessor to grant for the Term separate easements, leases, licenses, privileges, or other rights in or to the Premises, including for access and transmission purposes and even if the remainder of the Lease is terminated. 5. The Lease also, among other things: (a) limits Lessors use of the Premises during the Term; (b) requires Lessor to grant such further easements for access and utility purposes as Lessee may require; (c) prohibits any activities. whether on or off the Premises. that interfere with the Project, including with the flow of wind on the Premises; (d) includes an express grant of a wind easement; (e) includes a requirement that Lessor divide the Premises into multiple separate leases for separate projects if requested to do so by Lessee; (t) includes a waiver by Lessor of any interest in the Wind Facilities, including any potential lien rights; (g) addresses the rights of the parties in the case of a condemnation of all or part of the Premises; (h) authorizes Lessee to satisfy Lessor's obligations that may become a lien or encumbrance on the Premises or Wind Facilities; and, (i) includes limited remedies and prohibits certain remedies. 6. [Intentionally struck] 7. [Intentionally struck] LREO- Land Lease and Wind Easement -- CONFIDENTIAL Page 2 of 6 8. The Lease runs with the Premises and includes a quiet enjoyment clause. 9. The Lease includes broad assignment and finance -related provisions in favor of Lessee, including: (a) the right of Lessee and its assignees to assign (including by assignment or sublease) all or part of their rights under the Lease and/or the Wind Facilities, including for collateral security purposes; (b) the right of Lessee or its assignees to mortgage all or any part of their interest in the Lease; (c) the obligation of Lessor to give Lessee and its Lenders (which are Lessee's collateral assignees) notice of defaults; (d) the right of Lenders or assignees to exercise Lessee's rights under the Lease and/or take title to the Lease. Wind Facilities. and/or Lessee's rights under the Lease (but as provided for in the Lease Lenders have no obligations under the Lease unless and until they hold a direct interest in the Lease); (e) limited bases for termination (i.e. only in the case of uncured monetary defaults and after expiration of all applicable cure periods); (f) cure rights in favor of Lessee and Lenders and separate cure periods for Lessee and Lenders; (t) restrictions on Lease amendments if Lessee's interests in the Lease have been mortgaged; and, (g) the obligation of Lessor to execute a new lease under certain circumstances if the Lease is terminated. 10. The conditions, covenants, definitions (including the definition of capitalized terms not defined in this Short Form), limitations, restrictions, and terms governing the encumbrances imposed on the Premises, restrictions on use of the Premises, and rights granted in and to the Premises are set forth in the Lease. Without limitation, and except as expressly authorized by the Lease. these include Lessor's covenant to not grant any third party any rights to evaluate or develop the Premises for wind energy. Also, the Lease specifies limitations, requirements, and/or restrictions, on: (a) the conveyance and development of mineral rights associated with the Premises; (b) interference with the Project and/or with the rights granted in the Lease; and/or, (c) "severance'' of wind rights associated with the Premises related to the Lease. 11. Also by the Lease Lessor covenants: (a) to cooperate with Lessee to obtain a non -disturbance and subordination agreement from each holder of an interest in the Premises; (b) to amend the Lease as Lessee may request in connection with its financing; and, (c) to execute consents, estoppel certificates, or other documents as Lessee may request from time -to -time. 12. The Parties have executed and recorded this Short Form for the purpose of giving record notice of the Lease, of the exclusive easements, leases, and rights it grants, and of certain restrictions it imposes. All of the conditions, covenants, and terms regarding the Lease are more particularly set forth in the Lease, which is incorporated by this reference. In the event of any conflict between the conditions and terms set forth in this Short Form and the conditions and terms set forth in the Lease, the conditions and terms of the Lease will control and govern. This Short Form may be executed and/or recorded in counterparts. SIGNATURE PAGES FOLLOW LRED- Land Lease and Wind Easement -- CONFIDENTIAL Page 3of6 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above. LESSOR: MARILEE EGE MCGOWAN, SHARON SMALL AND RICHARD EGE 11/7 MARILEE EGE MGOWAN SHARON SMALL RICHARD EGE STATE OF )ss. COUNTY OF On �, �: 20'+ , before me, the undersigned, a Notary Public in and for said County and State, personally appeared personally known to me (or proved -to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal. Notary/ Public: Commission Expires: JENNIFER ROBERTS Notary Public Ripley County My Commission Ex 3-' n-2G2o LRED- Land Lease and Wind Easement -- CONFIDENTIAL Page 4 of 6 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above. LESSEE: LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC By: Name: Title: V , ; .�-.: t By: ��. Title: (am: ACKNOWLEDGEMENT STATE OF TiKAs COUNTY OF Lki )ss. On 14'o✓eolw1 27 , 20/SS, before me, the undersigned, a Notary Public in and for said County and State. personally appeared 4-t( rrrA) Fla./y1 Gym- and , personally known to rue (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is arc.`, subscribed to the within instrument and acknowledged to me that he/she e9 executed the same in his/her thei authorized capacity(ies), and that by his/her eir signature(s) on the instrument the person(s), or the entity upon behalf of whit the person(s) acted, executed the within instrument. WITNESS my hand and official seal. Notary Public _ Commission Expires: t /.)`/:,/42.O,1 4451229 Pages; 5 of 6 12/04/2018 03:31 P11 R Fee:$38.00 Carly Koppes, Clerk and Recorder, Weld County, CO 1111 FAIR IR l ui,fihei I1 114hIVI GIN I 111 `,ti;nvP�e,ALEXANDRIA D- PALMER (-Fij.� Notary Public, State of Texas Comm. Expires 05-24-2021 Notary ID 128579821 LRED- Land Lease and Wind Easement -- CONFIDENTIAL Page 5 of 6 EXHIBIT A TO SHORT FORM OF LAND LEASE AND WIND EASEMENT DESCRIPTION OF THE LAND THAT CERTAIN REAL PROPERTY LOCATED IN WELD COUNTY, COLORADO Sl/2 of Section 14, Township 11 North, Range 60 West of the 6th P.M., Excepting therefrom, that portion as conveyed to the Department of Highways, State of Colorado in the Deed recorded June 10, 1963 in Book 1649 at Page 214, County of Weld_ State of Colorado. 4451229 Pages: 6 of 6 12/04/2018 03:31 PM R Pee:$38.00 Carly Koppes, Clerk and Recorder, Weld County, CO VVkIIR1l 14,4�I II I LRED- Land Lease and Wind Easement -- CONFIDENTIAL Page 6 of 6 4311283 Pages: 1 of 7 06/18/2017 01:56 PrI R Fee:$43.00 Carly Koppe5. Clerk and Recorder. Weld County. CO III' FP lit W 1011111 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: — Leeward Renewable Energy, LLC 5688 N Central Expressway, Ste, 500 — Dallas, TX 75206 (Space above this line for Recorder's use only) S1IOR'I FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION THIS SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION ("Short Form") is made and entered on _, 20/7. by and between Ehler Enterprises, Inc., a Colorado corporation. whose residence/mailing address is ("Lessor"). and Leeward Renewable Energy Development, LLC'. a Delaware limited liability company, whose address is 6688 Central Expressway. Suite 500_ Dallas, Texas 7520(1 ("Lessee") (Lessor and Lessee the "Parties"' and each a "Party"). and provides as follows: WITNESSETH ['he Parties agree: L The Parties have entered into a Land Lease and Wind Easement ("Lease") dated Mal �1 , 20/ 7: The Lease grants Lessee exclusk e rights in and to certain land more particularly described in the attached Exhibit A ("Premises''). The Lease also restricts certain uses of and grants certain interests in and to the Premises. 2. Generally, the Lease: (a) concerns the development of wind energy project(s) by l.essee involving the Premises: (b) grants Lessee easements, leases. and other rights related to the Premises; and, (c) limits. prohibits, and restricts other development or use(s) of the Premises that interfere with the rights granted Lessee by the Lease. 3. The Lease consists of two periods - a "Development Term" and an "Operations Term (together the "Ten -n-). The Development Term is seven (7) years from the date of the Lease. The Operations Term starts on the Commercial Operations Date and continues until the date that is forty (40) years alter this date. "Commercial Operations Dale" means the earlier of the first day all Wind Turbines in the project of which the LRED-5rtorl form I and Last. and V. end La•sement and Solar Option and I'm croasr Option -- CONFIDE", l \L Pare 1 of 7 4311283 Pages: 2 of 7 06/19/2017 01:56 PM R Fee:$43.00 Carly Koppes Clerk and Recorder, Weld County. CO •lli Widllinkil$KIVII l j'r ialli i 'ilValJh7�� 111 II I Premises is a part deliver electricity in commercial quantities or the date set forth as the Commercial Operations Date in a notice from Lessee to Lessor. 4. By the Lease, Lessor grants Lessee certain exclusive and non-exclusive rights. Lessor leases exclusively to Lessee and Lessee leases from Lessor the Premises for the sole purposes of, all as Lessee determines in its sole discretion are necessary: (a) constructing, installing, operating and maintaining wind energy conversion turbines (the "Wind Turbine(s)"), wind resource and weather measurement equipment. laydown and staging areas, operations and maintenance buildings, fences, substations, supporting structures, foundations and pads, footings, electrical transformers, Fixtures, and storage equipment, electric collection and distribution and transmission lines, access roads, interconnection and switching facilities and related facilities and equipment (hereinafter "Wind Facilities") on the Premises: and, (h) performing actions, studies, and tests related to the evaluation and investigation by Lessee of the suitability of the Premises for these purposes, including inspecting and surveying the Premises, performing archaeological, avian, bat, geologic, and soils studies and tests, performing electrical interconnection and transmission studies and tests, and performing environmental and wildlife inspections, studies, and surveys. Lessor consents to Lessee's location oldie Wind Facilities at any location on or off the Premises, including at or near property lines. Also, the Lease grants Lessee the right to obtain a setback waiver from Lessor if the Lease is terminated as of the Commercial Operations Date. Further, the Lease requires Lessor to grant for the Term separate easements, leases, licenses, privileges, or other rights in or to the Premises, including for access and transmission purposes and even if the remainder of the Lease is terminated. 5. The Lease also, among other things: (a) limits Lessor's use of the Premises during the Term: (h) requires Lessor to grant such further easements for access and utility purposes as Lessee may require; (c) prohibits any activities, whether on or off the Premises, that interfere with the project, including with the flow of wind on the Premises; (d) includes an express grant of a wind easement: (e) includes a requirement that Lessor divide the Premises into multiple separate leases for separate projects if requested to do so by Lessee; (t) includes a waiver by Lessor of any interest in the Wind Facilities, including any potential lien rights; (g) addresses the rights of the parties in the case of a condemnation of all or part of the Premises, (h) authorizes Lessee to satisfy Lessor's obligations that may become a lien or encumbrance on the Premises or Wind Facilities; and, (i) includes limited remedies and prohibits certain remedies. 6. Under the Lease, Lessor granted Lessee an exclusive irrevocable option, for seven (7) years after the date of this Lease, to lease all or parts of the Premises ("Solar Option Property") for solar power generation. If exercised. the solar lease(s) would be for the then remaining Term (plus extension, if any) of this Lease and would include easements across the Premises for purposes of access and transmission. The Solar Option Property may consist of multiple separate parcels, and a separate solar lease, based on industry standards, would be entered for each such separate parcel. LRED-Short Form Land Lease and Wind Easement and Solar Option and Purchase Option— C'ONF1DENTIAL, Page 2 of 7 4311283 Pages: 3 of 7 06/19/2017 01:56 PM R Fee:$43.00 Carly Kopoes Clerk and Recorder. Weld County, CO liltridgfilli010114P� 1.4, VII The Lease runs with the Premises and includes a quiet enjoyment clause 9. The Lease includes broad assignment and finance -related provisions in favor of Lessee, including: (a) the right of Lessee and its assignees to assign (including by assignment or sublease) all or part of their rights under the Lease and/or the Wind Facilities, including for collateral security purposes; (b) the right of Lessee or its assignees to mortgage all or any part of their interest in the Lease; (c) the obligation of Lessor to give Lessee and its Lenders (which are Lessee's collateral assignees) notice of defaults; (di the right of Lenders or assignees to exercise Lessee's rights under the Lease and/or take title to the Lease, Wind Facilities, and/or Lessee's rights under the Lease (hut as provided for in the Lease Lenders have no obligations under the Lease unless and until they hold a direct interest in the Lease); Le) limited bases for termination (i.e. only in the case of uncured monetary defaults and after expiration of all applicable cure periods); (f) cure rights in favor of Lessee and Lenders and separate cure periods for Lessee and Lenders; (1) restrictions on Lease amendments if Lessee's interests in the Lease have been mortgaged; and, (g) the obligation of Lessor to execute a new lease if the Lease is terminated. L(1. The conditions, covenants, definitions (including the definition of capitalized terms not defined in this Short Fonn), limitations, restrictions, and terms governing the encumbrances imposed on the Premises, restrictions on use of the Premises, and rights granted in and to the Premises are set forth in the Lease. Without limitation, and except as expressly authorized by the Lease, these include Lessor's covenant to not grant any third party any rights to evaluate or develop the Premises. Also, the Lease specifies limitations, requirements, and/or restrictions, on: (a) the conveyance and development of mineral rights associated with the Premises; (b) interference with the project and/or with the rights granted in the Lease; and/or, (e) "severance" of wind rights associated with the Premises or revenue related to the Lease. 11. Also by the Lease Lessor covenants: (a) to cooperate with Lessee to obtain a non -disturbance and subordination agreement from each holder of an interest in the Premises; (b) to amend the Lease as Lessee may request in connection with its financing; and, (c) to execute consents, estoppel certificates, or other documents as Lessee may request from time -to -time. The Lease also restricts Lessor's right to transfer its payments or rights under the Lease. 12. The Parties have executed and recorded this Short Form for the purpose of giving record notice of the Lease, of the exclusive easements, leases, and rights it grants, and of certain restrictions it imposes. All of the conditions, covenants, and terms regarding the Lease are more particularly set forth in the Lease. which is incorporated by this reference. In the event of any conflict between the conditions and LRED-Short Form Land Lease and Wind Easement and Solar Option and Purchase Option-- CONF1DEf iiAL Page 3 of 7 4311283 Pages: 4 of 7 06/19/2017 01:56 PM R Fee:$43.00 Ca-ly Koppes, Clerk and Recorder, Weld County CO 1111 h�!r r #i� Jl ':IF 4r: ,'� Wild %VIII *slily II 1H terms set forth in this Short Form and the conditions and terms set forth in the Lease_ the conditions and terms of the Lease win control and r overn. This Short Form may be executed and/or recorded in counterparts. SIGNATURE PAGES FOLLOW [RED -Short Form Land Lease and i1 ind Easement and Solar Option and Purchase Option-- CO:NFIDE:ti"FLAL Page 4 of 7 4311283 Pages: 5 of 7 06/19/2017 01:56 PM R Fee:$43.00 Carly Koppes, Clerk and Recorder, Weld County CO 1111 WIC Fri.i 103 le 114, II II4 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION IN WITNESS WHEREOF. the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION as of the date set forth above. LESSOR: ---QC 0+1-- ,Dr STATE OF (',`D I D d0 ) )ss. COUNTY OF Mti On M),,_,k,/ 20 11, --before mc, the undersigned, a Notary Public in and for said County and State. personally appearedg'o%i jz.c personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by hisiher/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. MTN and and official seal. Notary ub is Comm . sion Expires: lo/ „--1,Q SAVANNAH R0BES0N Notary Public - State of Colorado Notary I0 20164042650 My Commission Expires Now 8, 2020 LRED-Short Form Land Lease and Wind Easement and Solar Option and Purchase Option — CONFIDENTIAL Page 5 of 7 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION as of the date set forth above. LESSEE: LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC By: - f Name: Title: ACKNOWLEDGEMENT STATE OF -kw )ss. COUNTY OF On , 20;-i, before me, the undersigned, a Notary Public in and for said County and State, personally appearedrrd,vc,t.,,,„,s„„ personally known to me (or proved to me on the basis of satisfactory evidence) to` e the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted. executed the within instrument. WITNESS my hand and official seal. / Notary' Public Commission Expires: 5/ 9 7 15, LRED-Short Form Land Lease and Wind Easement and Solar Option and Purchase Option -- CONFIDENTIAL Page 6 of 7 4311283 Pages: 7 of 7 06/18/2017 01:56 PM R Fee:$43.00 Carly Koppes, Clerk and Recorder, Weld County, CO ill PCIPANOVIt10tlir III EXI IIBIT A TO SHORT FORM OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION DESCRIPTION OF THE LAND THAT CERTAIN REAL PROPERTY LOCATED IN WELD COUNTY, COLORADO Lots 3 and 4, and the E1/2 of the SW1/4 of Section 30, Township 12 North, Range 59 West of the 6th P.i%I., County of Weld, State of Colorado. LRED-Short Form Land Lease and Wind Easement and Solar Option and Purchase Option — CONFIDENTIAL Page 7 of 7 4357512 Pages: 1 of 6 12/05/2017 09:17 RM R Fee:$38.00 Carly Koopes. Clerk and Recorder. Weld County CO NutI yawl 11144'I0Ii'�elhF.0ir l.,Pilii1 'CI II III Pcd. calla. RECORDING RE UESTED BY AND WHEN RECORDED RETURN TO: Leeward Renewable Energy, LLC 668813. Central Expressway, Ste. 500 -0aitas, ii( 7 206 &evM1W (Space above this line for Recorder's use only) SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT THIS SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT ("Short Form") is made and entered on S� r,z6 . 2017, by and between Kenneth H. Everitt and Cathy Sue Foster -Everitt whose residence/mailing address is 533Y3 rJcfe /31 g,i1,414 ki y , s r (collectively, the "Lessor"), and Leeward Renewable Energy Development, LLC, a Delaware limited liability company. whose address is 6688 North Central Expressway, Suite 500, Dallas, Texas 75206 ("Lessee") (Lessor and Lessee the "Parties" and each a "Party"), and provides as follows: WITNESSETH The Parties agree: 1. The Parties have entered into a Land Lease and Wind Easement ("Lease") dated 5) , 2017. The Lease grants Lessee exclusive rights in and to certain land more particularly described in the attached Exhibit A ("Premises"). The Lease also restricts certain uses of and grants certain interests in and to the Premises. 2. Generally, the Lease: (a) concerns the development of wind energy project(s) by Lessee involving the Premises; (b) grants Lessee easements, leases, and other rights related to the Premises; and, (c) limits, prohibits, and restricts other development or use(s) of the Premises that interfere with the rights granted Lessee by the Lease. 3. The Lease consists of two periods — a "Development Term" and an "Operations Term" (together the "Term"). The Development Tenn is seven (7) years from the date of the Lease. The Operations Term starts on the Commercial Operations Date and continues until the date that is forty (40) years after this date. "Commercial Operations Date" means the earlier of the first day all Wind Turbines in the project of which the Premises is a part deliver electricity in commercial quantities or the date set forth as the Commercial Operations Date in a notice from Lessee to Lessor. LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page I of 6 4357512 Pages: 2o : f12/05/2017 3 0AM F 8.00 Car1y Kopp s Clerk ard Reorder, Weld County, CO 11111KA' 1 V41401 RIM141.0iyi,�I4li 4. By the Lease, Lessor grants Lessee certain exclusive and non-exclusive rights. Lessor leases exclusively to Lessee and Lessee leases from Lessor the Premises for the sole purposes of, all as Lessee determines in its sole discretion are necessary: (a) constructing, installing, operating and maintaining wind energy conversion turbines (the "Wind Turbine(s)"), wind resource and weather measurement equipment, laydown and staging areas, operations and maintenance buildings, fences, substations, supporting structures, foundations and pads, footings, electrical transformers, fixtures, and storage equipment, electric collection and distribution and transmission lines, access roads, interconnection and switching facilities and related facilities and equipment (hereinafter "Wind Facilities") on the Premises; and, (b) performing actions, studies, and tests related to the evaluation and investigation by Lessee of the suitability of the Premises for these purposes, including inspecting and surveying the Premises, performing archaeological, avian, bat, geologic, and soils studies and tests, performing electrical interconnection and transmission studies and tests, and performing environmental and wildlife inspections, studies, and surveys. Lessor consents to Lessee's location of the Wind Facilities at any location on or off the Premises, including at or near property lines. Also, the Lease grants Lessee the right to obtain a setback waiver from Lessor if the Lease is terminated as of the Commercial Operations Date. Further, the Lease requires Lessor to grant for the Term separate easements, leases, licenses, privileges, or other rights in or to the Premises, including for access and transmission purposes and even if the remainder of the Lease is terminated. ;. The Lease also, among other things: (a) limits Lessor's use of the Premises during the Term; (h) requires Lessor to grant such further easements for access and utility purposes as Lessee may require; (c) prohibits any activities, whether on or off the Premises, that interfere with the project, including with the flow of wind on the Premises; (d) includes an express grant of a wind easement; (e) includes a requirement that Lessor divide the Premises into multiple separate leases for separate projects if requested to do so by Lessee; ( f) includes a waiver by Lessor of any interest in the Wind Facilities, including any potential lien rights; (g) addresses the rights of the parties in the case of a condemnation of all or part of the Premises; (h) authorizes Lessee to satisfy Lessor's obligations that may become a lien or encumbrance on the Premises or Wind Facilities; and, (i) includes limited remedies and prohibits certain remedies. 6. The Lease runs with the Premises and includes a quiet enjoyment clause. 7. The Lease includes broad assignment and finance -related provisions in favor of Lessee, including: (a) the right of Lessee and its assignees to assign (including by assignment or sublease) all or part of their rights under the Lease and/or the Wind Facilities, including for collateral security purposes_; (b) the right of Lessee or its assignees to mortgage all or any part of their interest in the Lease; (c) the obligation of Lessor to give Lessee and its Lenders (which are Lessee's collateral assignees) notice of defaults; (d) the right of Lenders or assignees to exercise Lessee's rights under the Lease and/or take title to the Lease, Wind Facilities, and/or Lessee's rights LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 2 of 6 4357512 Pages: 3 of 6 12/05/2017 09:17 AM R Fee'$38.00 Carly Koppes. Clerk and Recorder. Weld County CO 1111 aiii7. d;,114:IiiVIN;Lliliiw.I.IIN h4II under the Lease (but as provided for in the Lease Lenders have no obligations under the Lease unless and until they hold a direct interest in the Lease); (e) limited bases for termination (i.e. only in the case of uncured monetary defaults and after expiration of all applicable cure periods); (f) cure rights in favor of Lessee and Lenders and separate cure periods for Lessee and Lenders; (f) restrictions on Lease amendments if Lessee's interests in the Lease have been mortgaged; and, (g) the obligation of Lessor to execute a new lease if the Lease is terminated. 8. The conditions, covenants, definitions (including the definition of capitalized terms not defined in this Short Form), limitations, restrictions, and terms governing the encumbrances imposed on the Premises, restrictions on use of the Premises, and rights granted in and to the Premises are set forth in the Lease. Without limitation, and except as expressly authorized by the Lease, these include Lessor's covenant to not grant any third party any rights to evaluate or develop the Premises. Also, the Lease specifies limitations, requirements, and/or restrictions. on: (a) the conveyance and development of mineral rights associated with the Premises; (b) interference with the project and/or with the rights granted in the Lease; and/or, (c) "severance" of wind rights associated with the Premises or revenue related to the Lease. 9. Also by the Lease Lessor covenants: (a) to cooperate with Lessee to obtain a non -disturbance and subordination agreement from each holder of an interest in the Premises; (b) to amend the Lease as Lessee may request in connection with its financing; and, (c) to execute consents, estoppel certificates, or other documents as Lessee may request from time -to -time. The Lease also restricts Lessor's right to transfer its payments or rights under the Lease. 10. The Parties have executed and recorded this Short Form for the purpose of giving record notice of the Lease, of the exclusive easements, leases, and rights it grants, and of certain restrictions it imposes. All of the conditions, covenants, and terms regarding the Lease are more particularly set forth in the Lease, which is incorporated by this reference. In the event of any conflict between the conditions and terms set forth in this Short Form and the conditions and terms set forth in the Lease, the conditions and terms of the Lease will control and govern. This Short Form may be executed and/or recorded in counterparts. SIGNATURE PAGES FOLLOW LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 3 of 6 SIGNATURE PAGE TO Qom-, SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT a2- IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth 03 to re tDia above. ..mom o��r LLD gym_ LESSOR: KENNETH H. EVERITT AND CATHY SUE FOSTER-EVERITT QincE aU� Kenneth II. Everitt a , in Ifl�� Cathy Sue Foster -Everitt STATE OF COUNTY OF On 20 before me, the undersigned, a Notary Public in and for said County and State, personally appeared- r. . personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal. Notary Public Commission Expires: LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 4 of 6 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above. LESSEE: LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC By: Name: Title: ACKNOWLEDGEMENT STATE OF / COUNTY OF Di). '. L S )ss. ) On ,Vfvv;'rnlx Z2 20%1, before me, the undersigned, a Notary Public in and for said County and State, personally appeared "' eh , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal. Notary Public Commission Expires: LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 5 of 6 EXHIBIT A TO SHORT FORM OF LAND LEASE AND WIND EASEMENT DESCRIPTION OF THE LAND 2,4 THAT CERTAIN REAL PROPERTY LOCATED IN WELD COUNTY, COLORADO �. '46da ID p? The East Half and the Northwest Quarter of Section 30, Township 12 North, Range 59 West of the 6th ma A P.M., County of Weld, State of Colorado. Ar" 0.7+m•r titer= a NN 0 • Infix F— In ��0.i LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 6 of 6 4357511 Pages: 1 of 7 12/05/2017 09:17 AM R Fee:$43.00 Carly Koppes Clerk and Recorder, Weld County, CO liiI ��l�.i��'�I r�li�'�� ii�l�'� I � �',��I�` �,I�l �ti�l • II I OR REDING REQUESTED BY AND WHEN RECORDED RETURN TO: Leeward Renewable Energy, LLC 6688 N. Central Expressway, Ste. 500 Dallas, TX 75206 1E Pit6[70 (Space above this line for Recorder's use only) SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT THIS SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT ("Short Form") is made and entered on f y b , 2017, by and between Kenneth H. Everitt whose residence/mailing address is 53y63 c /31,,-1/s t -Y Eck 2— ("Lessor"), and Leeward Renewable Energy Development, LEC, a Delaware limited liability company, whose address is 6688 North Central Expressway, Suite 500, Dallas. Texas 75206 ("Lessee") (Lessor and Lessee the "Parties" and each a "Party"), and provides as follows: WITNESSETH The Parties agree: 1. The Parties have entered into a Land Lease and Wind Easement ("Lease") dated ±.;5e, t h , 2017. The Lease grants Lessee exclusive rights in and to certain land more particularly described in the attached Exhibit A ("Premises"). The Lease also restricts certain uses of and grants certain interests in and to the Premises. 2. Generally, the Lease: (a) concerns the development of wind energy project(s) by Lessee involving the Premises; (b) grants Lessee easements, leases, and other rights related to the Premises: and, (c) limits, prohibits, and restricts other development or use(s) of the Premises that interfere with the rights granted Lessee by the Lease. �. The Lease consists of two periods — a "Development Term" and an "Operations Term" (together the "Term"). The Development Term is seven (7) years from the date of the Lease. The Operations Term starts on the Commercial Operations Date and continues until the date that is forty (40) years after this date. "Commercial Operations Date" means the earlier of the first day all Wind Turbines in the project of which the Premises is a part deliver electricity in commercial quantities or the date set forth as the Commercial Operations Date in a notice from Lessee to Lessor. LRED-Land Lease and Wind Easement — CONFIDENTIAL Page I of 7 4357511 Pages: 2 of 7 12/05/2017 09:17 AID R Fee:$43.00 Carly Koppes, Clerk and Recorder: Weld County CO 4. By the Lease, Lessor grants Lessee certain exclusive and non-exclusive rights. Lessor leases exclusively to Lessee and Lessee leases from Lessor the Premises for the sole purposes of, all as Lessee determines in its sole discretion are necessary: (a) constructing, installing, operating and maintaining wind energy conversion turbines (the "Wind Turbine(s)"), wind resource and weather measurement equipment, laydown and staging areas, operations and maintenance buildings, fences, substations, supporting structures, foundations and pads, footings, electrical transformers, fixtures, and storage equipment, electric collection and distribution and transmission lines, access roads, interconnection and switching facilities and related facilities and equipment (hereinafter "Wind Facilities") on the Premises; and, (b) performing actions, studies, and tests related to the evaluation and investigation by Lessee of the suitability of the Premises for these purposes, including inspecting and surveying the Premises, performing archaeological, avian, bat, geologic, and soils studies and tests, performing electrical interconnection and transmission studies and tests, and performing environmental and wildlife inspections, studies, and surveys. Lessor consents to Lessee's location of the Wind Facilities at any location on or off the Premises, including at or near property lines. Also, the Lease grants Lessee the right to obtain a setback waiver from Lessor if the Lease is terminated as of the Commercial Operations Date. Further, the Lease requires Lessor to grant for the Term separate easements, leases, licenses, privileges, or other rights in or to the Premises, including for access and transmission purposes and even if the remainder of the Lease is terminated. 5. The Lease also, among other things: (a) limits Lessor's use of the Premises during the Term; (b) requires Lessor to grant such further easements for access and utility purposes as Lessee may require; (c) prohibits any activities, whether on or off the Premises, that interfere with the project, including with the flow of wind on the Premises; (d) includes an express grant of a wind easement; (e) includes a requirement that Lessor divide the Premises into multiple separate leases for separate projects if requested to do so by Lessee; (f) includes a waiver by Lessor of any interest in the Wind Facilities, including any potential lien rights; (g) addresses the rights of the parties in the case of a condemnation of all or part of the Premises; (h) authorizes Lessee to satisfy Lessor's obligations that may become a lien or encumbrance on the Premises or Wind Facilities; and, (i) includes limited remedies and prohibits certain remedies. 6. The Lease runs with the Premises and includes a quiet enjoyment clause. 7. The Lease includes broad assignment and finance -related provisions in favor of Lessee, including: (a) the right of Lessee and its assignees to assign (including by assignment or sublease) all or part of their rights under the Lease and/or the Wind Facilities, including for collateral security purposes; (b) the right of Lessee or its assignees to mortgage all or any part of their interest in the Lease; (c) the obligation of Lessor to give Lessee and its Lenders (which are Lessee's collateral assignees) notice of defaults; (d) the right of Lenders or assignees to exercise Lessee's rights under the Lease and/or take title to the Lease, Wind Facilities, and/or Lessee's rights under the Lease (but as provided for in the Lease Lenders have no obligations under LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 2 of 7 4357511 Pages: 3 of 7 12/05/2017 09:17 AM R Fee:$43.00 Carly Kocpes. Clerk and Recorder, Weld County, CO VIII �J��f��'�4 �'I ,I•'} , I the Lease unless and until they hold a direct interest in the Lease); (e) limited bases for termination ( i.e. only in the case of uncured monetary defaults and after expiration of all applicable cure periods); (f) cure rights in favor of Lessee and Lenders and separate cure periods for Lessee and Lenders; (f) restrictions on Lease amendments if Lessee's interests in the Lease have been mortgaged; and, (g) the obligation of Lessor to execute a new lease if the Lease is terminated. 8. The conditions, covenants, definitions (including the definition of capitalized terms not defined in this Short Form), limitations, restrictions, and terms governing the encumbrances imposed on the Premises, restrictions on use of the Premises, and rights granted in and to the Premises are set forth in the Lease. Without limitation, and except as expressly authorized by the Lease. these include Lessor's covenant to not grant any third party any rights to evaluate or develop the Premises. Also, the Lease specifies limitations, requirements, and/or restrictions, on: (a) the conveyance and development of mineral rights associated with the Premises; (b) interference with the project and/or with the rights granted in the Lease; and/or, (c) "severance" of wind rights associated with the Premises or revenue related to the Lease. 9. Also by the Lease Lessor covenants: (a) to cooperate with Lessee to obtain a non -disturbance and subordination agreement from each holder of an interest in the Premises; (b) to amend the Lease as Lessee may request in connection with its financing and, (c) to execute consents, estoppel certificates, or other documents as Lessee may request from time -to -time. The Lease also restricts Lessor's right to transfer its payments or rights under the Lease. 10. The Parties have executed and recorded this Short Form for the purpose of giving record notice of the Lease, of the exclusive easements, leases, and rights it grants, and of certain restrictions it imposes. All of the conditions, covenants, and terms regarding the Lease are more particularly set forth in the Lease, which is incorporated by this reference. In the event of any conflict between the conditions and terms set forth in this Short Form and the conditions and terms set forth in the Lease, the conditions and terms of the Lease will control and govern. This Short Form may be executed and/or recorded in counterparts. SIGNATURE PAGES FOLLOW LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 3 of 7 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above. LESSOR: KENNETH H. EVERITT Kenneth H. Everitt STATE OF )ss. COUNTY OF On 20, before me, the undersigned, a Notary Public in and for said County and State, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal. Notary Public Commission Expires: LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 4 of 7 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above. LESSEE: LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC By: Name: Title: ACKNOWLEDGEMENT STATE OF / t -K it.; )ss. COUNTY OF On 7-, before me, the undersigned, a Notary Public in and for said County and State, personally appeared s . ..-, ;� ,ei personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal. Notary Public Commission Expires: +; , ALEXANDM�IA D. PALMER ° � t>lo1,,.ry Public, State of Texas q'•.....'�v: Corrrm, Expires 05-24-2D21 Notary JO 128579821 LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 5 of 7 O2V T a V r (+]3� 4_ Wa- O W LL 0- tor c 41 a 4s ION 7-!C13.11 �+4-) r �Lt;� — '-I � N a _• ▪ = 11N ro ) EXHIBIT A TO SHORT FORM OF LAND LEASE AND WIND EASEMENT DESCRIPTION OF THE LAND THAT CERTAIN REAL PROPERTY LOCATED TN WELD COUNTY, COLORADO Assessor Parcel #03529000008: The E1/2 of Section 29, Township 12 North, Range 59 West of the 6th P.M., County of Weld, State of Colorado. AND Assessor Parcel 403725100001: The E1/2 of Section 25, Township 12 North, Range 60 West of the 6th P.M., County of Weld, State of Colorado. AND Assessor Parcel #03531000003: Section 31, Township 12 North, Range 59 West of the 6th P.M., County of Weld. State of Colorado. AND Assessor Parcel #021705000006: The SE1/4 /4 of Section 5, Township 11 North, Range 59W of the 6th P.M., County of Weld, State of Colorado. AND Assessor Parcel #021707000002: The W1/2 of Section 7, Township 11 North, Range 59 West of the 6th P.M., County of Weld. State of Colorado. LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 6 of 7 4357511 Pages: 7 of 7 12/05/2017 09:17 AM R Fee:$43.00 Carly Koppes, Clerk and Recorder, Weld County, CO PfdlilliiiiIV I ILC K4l 11111 AND Parcel 1: The West Half of Section 27, Township 12 North, Range 59 West of the Sixth Principal Meridian, County of Weld, State of Colorado. Parcel 2: The East Half of Section 27, Township 12 North, Range 59 West of the Sixth Principal Meridian, County of Weld, State of Colorado. LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 7 of 7 4435616 Pages: 1 of 4 10/02/2018 11:13 AM R Fee:$28.00 Carly Koaaes. Clerk and Recorder, Weld County. CO VIII I r rl I l l :Iirvl U 11I RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Leeward Renewable Energy, LLC 6688 N_ Central Expressway, Ste. 500 (Space above this line for Recorder's use only) SHORT FORM AGREEMENT OF FIRST AMENDMENT TO LAND LEASE AND WIND EASEMENT THIS SHORT FORM AGREEMENT OF FIRST AMENDMENT TO LAND LEASE AND WIND EASEMENT ("Short Form") is made and entered on Scdti.4.,u.•, J ) ;).6I ' by and between Kenneth H. Everitt ("Lessor") and Leeward Renewable Energy Development, LLC, a Delaware limited liability company ("Lessee") (Lessor and Lessee the "Parties" and each a 'Party"). RECITALS A. The Parties are the parties to that certain Land Lease and Wind Easement dated September 26, 2017 ("Lease"). B. A short form agreement of the Lease was recorded with the Weld County, Colorado Clerk and Recorder on December 5, 20] 7 at reception number 4357511. C. The Parties have amended the Lease and want to give record notice of this amendment. For good and valuable consideration, the Parties agree: I . Capitalized terms. Capitalized terms not defined in this Short Form have the meanings given them in the First Amendment. 2. Amendment. The Parties have amended the Lease to include (as part of the Premises) the additional real property set forth in the attached Exhibit A. 3. Miscellaneous. All of the terms, conditions, provisions, and covenants of the First Amendment are incorporated in to this Short Form by reference. If there is any inconsistency between the terms of this Short Form and the First Amendment, the terms of the First Amendment will prevail. Colorado law governs this Short Form, and this Short Form may be executed and recorded in counterparts. Agreed to: SIGNATURE PAGES FOLLOW 4435616 Pages: 2 of 4 10/02/2@18 11:13 AM R Fee:$28.@0 Carly Koppes, Clerk and Recorder, Weld County, CO SIGNATURE PAGE TO SHORT FORM AGREEMENT OF FIRST AMENDMENT TO LAND LEASE AND WIND EASEMENT LESSOR: KENNETH H. EVERITT Kenneth H. Everitt Dated: `//t2c/ STATE OF ACKNOWLEDGEMENT ) COUNTY OF - The forgoing document was acknowledged before me this day of , 201 by 7 , known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name is/are subscribed to the forgoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed in his/her authorized capacity(ies). WITNESS my band and official seal. ss. Notary Public Commission Expires: 1 AP LA HA 1�3 4435616 Pages: 3 of 4 10/02/2018 11:13 AM R Fee:$28.00 Carly Koppes, Clerk and Recorder, Weld County, CO SIGNATURE PAGE TO SHORT FORM AGREEMENT OF FIRST AMENDMENT TO LAND LEASE AND WIND EASEMENT LESSEE: LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC By: Name: Andrew Flanagan Title: Vice President / ' Y r Dated: ACKNOWLEDGEMENT STATE OF ) ss. COUNTY OF )))&R�z The forgoing document was acknowledged before me this 1 7 day of 201 e by 1 -17 -are.) , known to one (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name is/are subscribed to the forgoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed in his/her authorized capacity(ies). WITNESS my hand and offieiseal. Notary Public Commission Expires: c6 -4,2q,/,.'7_0 / ALEXANDRIA D. PALMER hQ � Notary Public, State of Texas �9• Comm. Expires 05.24-2021 %,„„o' Notary ID 128579821 4435616 Pages: 4 of 4 10/02/2018 11:13 AM R Fee:$28.00 Carly Koppes: Clerk and Recorder, Weld County, CO All,91.IWI M :44 II 111 EXHIBIT A TO SHORT FORM ADDED PREMISES Parcel 1: The Southeast '/ of Section 27, Township 12, Range 60 West of the 6th F.M., County of Weld, State of Colorado. Parcel 2: The West 1/2 and Northeast'/ of Section 27, Township 12, Range 60 West of the 6t'' P.M., EXCEPT the UPPR RES on the West 'A, County of Weld, State of Colorado. Parcel 3: The South '/ of Section 22, Township 12, Range 60 West of the 6th P.M., County of Weld, State of Colorado. Parcel 4: The Southwest'/ of Section 23, Township 12, Range 60 West of the 6th F.M., County of Weld, State of Colorado. Parcel 5: The South % of the Northeast '/ of Township 12, Range 60 West of the 6th P.M., County of Weld, State of Colorado. 4435615 Pages: 1 of 6 R Fee:$38.00 10/02/2018 Koppel 11:13 AM and Recorder: Weld County CO al KinnR� tiirEl B 111 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Leeward Henewaoie Lnergy, LtC 061,44 N. Central Fxpresswav StP SDf, Dairas, TX 75206 fl'ttw 1)1 (Space above this line for Recorder's use only) SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT THIS SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT ("Short Fonn") is made and entered on 1, 201k by and between Cathy Sue Foster -Everitt whose residence/mailing address is (-Lessor"). Leeward Renewable Energy Development, LLC, a Delaware limited liability company, whose address is 6688 North Central Expressway, Suite 500, Dallas, TX 75206 (Lessee") (Lessor and Lessee the "Parties" and each a "Party"). and provides as follows: WITNESSETH The Parties agree: 1. The Parties have ent ed into a Land Lease and Wind Easement ("Lease") dated .jE l4(7, 14 I . 201k. The Lease grants Lessee exclusive rights in and to certain land more particularly described in the attached Exhibit A ("Premises"). The Lease also restricts certain uses of and grants certain interests in and to the Premises. 2. Generally, the Lease: (a) concerns the development of wind energy project(s) by Lessee involving the Premises; (b) grants Lessee easements, leases, and other rights related to the Premises; and, (c) limits, prohibits, and restricts other development or use(s) of the Premises that interfere with the rights granted Lessee by the Lease. 3. The Lease consists of two periods — a "Development Term" and an `'Operations Term" (together the "Term"). The Development Term is seven (7) years from the date of the Lease. The Operations Term starts on the Commercial Operations Date and continues until the date that is forty (40) years after this date. `'Commercial Operations Date" means the earlier of the first day all Wind Turbines in the project of which the Premises is a part deliver electricity in commercial quantities or the date set forth as the Commercial Operations Date in a notice from Lessee to Lessor. LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 1 of 6 4. By the Lease. Lessor grants Lessee certain exclusive and non-exclusive rights. Lessor leases exclusively to Lessee and Lessee leases from Lessor the Premises for the sole purposes of, all as Lessee determines in its sole discretion are necessary: (a) constructing, installing, operating and maintaining wind energy conversion turbines (the "Wind Turbine(s)"), wind resource and weather measurement equipment, laydown and staging areas, operations and maintenance buildings, fences, substations, supporting structures, foundations and pads, footings, electrical transformers, fixtures, and storage equipment, electric collection and distribution and transmission lines, access roads, interconnection and switching facilities and related facilities and equipment (hereinafter "Wind Facilities") on the Premises; and, (b) performing actions, studies, and tests related to the evaluation and investigation by Lessee of the suitability of the Premises for these purposes, including inspecting and surveying the Premises, performing archaeological, avian, bat. geologic, and soils studies and tests, performing electrical interconnection and transmission studies and tests, and performing environmental and wildlife inspections, studies, and surveys. Lessor consents to Lessee's location of the Wind Facilities at any location on or off the Premises, including at or near property lines. Also, the Lease grants Lessee the right to obtain a setback waiver from Lessor if the Lease is terminated as of the Commercial Operations Date. Further, the Lease requires Lessor to grant for the Term separate easements, leases, licenses, privileges, or other rights in or to the Premises, including for access and transmission purposes and even if the remainder of the Lease is terminated. 5. The Lease also, among other things: (a) limits Lessor's use of the Premises during the Term; (b) requires Lessor to grant such further easements for access and utility purposes as Lessee may require; (c) prohibits any activities, whether on or off the Premises, that interfere with the project, including with the flow of wind on the Premises; (d) includes an express grant of a wind easement; (e) includes a requirement that Lessor divide the Premises into multiple separate leases for separate projects if requested to do so by Lessee; (f) includes a waiver by Lessor of any interest in the Wind Facilities, including any potential lien rights; (g) addresses the rights of the parties in the case of a condemnation of all or part of the Premises; (h) authorizes Lessee to satisfy Lessors obligations that may become a lien or encumbrance on the Premises or Wind Facilities; and, (i) includes limited remedies and prohibits certain remedies. 6. The Lease runs with the Premises and includes a quiet enjoyment clause. 7. The Lease includes broad assignment and finance -related provisions in favor of Lessee, including: (a) the right of Lessee and its assignees to assign (including by assignment or sublease) all or part of their rights under the Lease and/or the Wind Facilities, including for collateral security purposes; (b) the right of Lessee or its assignees to mortgage all or any part of their interest in the Lease; (c) the obligation of Lessor to give Lessee and its Lenders (which are Lessee's collateral assignees) notice of defaults: (d) the right of Lenders or assignees to exercise Lessee's rights under the Lease and/or take title to the Lease. Wind Facilities, and/or Lessee's rights under the Lease (but as provided for in the Lease Lenders have no obligations under LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 2 of 6 the Lease unless and until they hold a direct interest in the Lease); (e) limited bases for termination (i.e. only in the case of uncured monetary defaults and after expiration of all applicable cure periods); (f) cure rights in favor of Lessee and Lenders and separate cure periods for Lessee and Lenders; (f) restrictions on Lease amendments if Lessee's interests in the Lease have been mortgaged: and. (g) the obligation of Lessor to execute a new lease if the Lease is terminated. 8. The conditions, covenants, definitions (including the definition of capitalized terms not defined in this Short Form), limitations, restrictions, and terms governing the encumbrances imposed on the Premises, restrictions on use of the Premises, and rights granted in and to the Premises are set forth in the Lease. Without limitation, and except as expressly authorized by the Lease, these include Lessor's covenant to not grant any third party any rights to evaluate or develop the Premises. Also, the Lease specifies limitations, requirements, and/or restrictions, on: (a) the conveyance and development of mineral rights associated with the Premises; (b) interference with the project and/or with the rights granted in the Lease; and/or, (c) "severance" of wind rights associated with the Premises or revenue related to the Lease. 9. Also by the Lease Lessor covenants: (a) to cooperate with Lessee to obtain a non -disturbance and subordination agreement from each holder of an interest in the Premises; (b) to amend the Lease as Lessee may request in connection with its financing; and, (c) to execute consents, estoppel certificates, or other documents as Lessee may request from time -to -time. The Lease also restricts Lessor's right to transfer its payments or rights under the Lease. 10. The Parties have executed and recorded this Short Form for the purpose of giving record notice of the Lease, of the exclusive easements, leases, and rights it grants, and of certain restrictions it imposes. All of the conditions, covenants, and terms regarding the Lease are more particularly set forth in the Lease, which is incorporated by this reference. In the event of any conflict between the conditions and terms set forth in this Short Form and the conditions and terms set forth in the Lease, the conditions and terms of the Lease will control and govern. This Short Form may be executed and/or recorded in counterparts. SIGNATURE PAGES FOLLOW LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 3 of 6 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT 2 U 3- O x O, 213§- CQ 3 Gi .21 ow k O 13 iEc— o mom 6-■ CO N Qtf)iC - 4-" L IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above. LESSOR: CATHY SUE FOSTER-EVERITT Cathy Sue Foster -Everitt STATE OF COUNTY OF )ss. ) On 20 .5 before me, the undersigned, a Notary Public in and for said County and State, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal. Notary Public Commission Expires: }- JODY M DODSON NOTARY PUBLIC I SATE (A COLORADO I N(1"I AR'T ID ?0094022943 '‘1'ti ( 0N(AIISSIIM E\PIRF A, 1. GUST 7, 202( LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 4 of 6 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above. LESSEE: LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC -a By: Name: Title: 1' 1 z r ACKNOWLEDGEMENT STATE OF / I YA3 )ss. COUNTY OF On ,.O4 .rvt. . 1$ , 20;$, before me, the undersigned, a Notary Public in and for said County and State, personally appeared ANtrCwFtrlAa ,,,, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal. ..l /1 Notary Public Commission Expires: C i _ "'`,"`",, ALEXANDRIA D. PALMER Notary Public, State of Texas ? vim•:..:: Comm. Expires 05-24-2021 ;�roF1„\�, Notary ID 128579821 l LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 5 of 6 EXHIBIT A TO • SHORT FORM OF LAND LEASE AND WIND EASEMENT 2 DESCRIPTION OF THE LAND 03 THAT CERTAIN REAL PROPERTY LOCATED IN WELD COUNTY, m:°r COLORADO: - d� - The North Half of Section 22, Township 12 North, Range 60 West of the bth P.M.. County of Weld, State of Colorado. Or21 le CL 71 ar N -N0 amp= LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 6 of 6 4452799 Pages: 1 of 6 12/12/2018 10:34 AM R Fee:$38.00 Carly Koppes Clerk and Recorder. Weld County, CO VIII WW1 IV: Kiik Ill III Pr 0:.r•y Ua iottL) tDl RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: r 6688N Central Expressway, Ste. 500 Dates, TX 75206 (Space above this line for Recorders use only) SHORT` FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT TI-IIS SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT EShort Form") is made and entered on IJp�. , O18, by and between Dwight A. Glahn whose residence/mailing address is fkr es -t S"3 fi t" Drive. 4u'V & 4, C'O s'aro y ("Lessor,). and Leeward Renewable Energy Development. LLC, a Delaware 1united liability company, whose address is hhwtl Central Expressway, Suite 500, Dallas. Texas 75206 ("Lessee") (Lessor and Lessee the "Parties`" and each a `Party"), and provides as foIIow_s- WITNESSE rH The Parties agree: I. The Parties have entered into a Land Lease and Wind Easement ("Lease") dated Nov.. ?018..1 he Lease grants Lessee exclusive rights in and to certain land more particularly described in the attached Exhibit A ("Premises"). The Lease also restricts certain uses of' and grants certain interests in and to the Premises. 2. Generally, the Lease: (a) concerns the development of wind energy project( s) by Lessee involving the Premises; (b) ;rants Lessee easements, leases, and other rights related to the Premises; and, (c) limits, prohibits, and restricts other development or uses) of the Premises that interfere with the rights granted Lessee by the Lease. 3. The lease consists of two periods — a "Development Term" and an "Operations Term'' (together the "Term"). The Development Term is seven (7) years from the date of the Lease. The Operations Term starts on the Commercial Operations Date and continues until the date that is forty (40) years litter this date. "Commercial Operations Date" means the earlier ot'the first clay all Wind Turbines in the project of which the Premises is a part deliver electricity in commercial quantities or the date set forth as the Commercial Operations Date in a notice from Lessee to Lessor. LREI)-Land Lease and Wind East:ieut -- CONFIDENTI.1E, Page I of b 4452799 Pages: 2 of 6 12/12/2018 10:34 AM R Fee:$38.00 Carly Koppes, Clerk and Recorder, Weld County, CO VIII M�' !'ICI 'Li' 'fir I �9 70.:k1110.11,4111 III 4. By the Lease. Lessor grants Lessee certain exclusive and non-exclusive rights. Lessor leases exclusively to Lessee and Lessee leases from Lessor the Premises for the sole purposes of, all as Lessee determines in its sole discretion are necessary: (a) constructing, installing, operating and maintaining wind energy conversion turbines (the "Wind Turbine(s)"). wind resource and weather measurement equipment, laydown and staging areas, operations and maintenance buildings, fences, substations, supporting structures, foundations and pads, footings, electrical transformers, fixtures, and storage equipment, electric collection and distribution and transmission lines, access roads, interconnection and switching facilities and related facilities and equipment (hereinafter ''Wind Vac i 1 i ties") on the Preiai ices; and, L h) performing actions, studies, and tests related to the evaluation and investigation by Lessee of the suitability of the Premises for these purposes, including inspecting and surveying the Premises. performing archaeological, avian, hat, geologic, and soils studies and tests, performing electrical interconnection and transmission studies and tests, and performing environmental and wildlife inspections, studies. and surveys, Lessor consents to Lessee's location of the Wind Facilities at any location on or off the Premises, including at or near property lines. Also, the Lease grants Lessee the right to obtain a setback waiver from Lessor if the Lease is terminated as of the Commercial Operations Date. Further, the Lease requires Lessor togrant for the Term separate easements. leases, licenses, privileges, or other rights in or to the Premises. including for access and transmission purposes and even if the remainder of the Lease is terminated. The Lease also, among other things: (a) limits Lessor's use of the Premises during the Term: (b) requires Lessor to grant such further easements.for access and utility purposes as Lessee may require; (c) prohibits any activities. whether on or off the Premises, that interfere with the project, including with the flow of wind on the Premises; (d) includes an express grant of a wind easement; (e) includes a requirement that Lessor divide the Premises into multiple separate leases for separate projects if requested to do .so by Lessee; ( f) includes a waiver by Lessor of any interest in the Wind Facilities, including any potential lien rights; (g,) addresses the rights of the parties in the case of a condemnation of all or part of the Premises; (h) authorizes Lessee to satisfy Lessors obligations that may become a lien or encumbrance on the Premises or Wind Facilities: and. (i) includes limited remedies and prohibits certain remedies. 6. The Lease runs with the Premises and includes a quiet enjoyment clause. 7. The Lease includes broad assignment and finance -related provisions in favor of Lessee, including: (a) the right of Lessee and its 'assignees to assign (including by assignment or sublease) all or part of their rights under the Lease and/or the Wind Facilities, including for collateral security purposes; (b) the right of Lessee or its assignees to mortgage all or any part of their interest in the Lease; (e) the obligation of Lessor to give Lessee and its Lenders (which are Lessee's collateral assignees) notice of defaults: td) the right of Lenders or assignees to exercise Lessee's rights under the Lease and/or take title to the Lease, Wind Facilities, and/or Lessee's rights Lit ED -Land Lease Anti W ind Easement -- CONFIDENTIAL. Page 2 of 6 under the Lease (but as provided for in the Lease Lenders have no obligations under the Lease unless and until they hold a direct interest in the Lease): (e) limited bases for termination (i.e. only in the case of uncured monetary defaults and after expiration of all applicable cure periods); (f) cure rights in favor of Lessee and Lenders and separate cure periods for Lessee and Lenders; ( f) restrictions on Lease amendments if Lessee's interests in the Lease have been mortgaged; and, (g) the obligation of Lessor to execute a new lease if the Lease is terminated. f_ The conditions, covenants, definitions ( including the definition of capitalized terms not defined in this Short Form). limitations, restrictions, and terms governing the encumbrances imposed on the Premises, restrictions on use of the Premises, and rights granted in and to the Premises are set forth in the Lease. Without limitation, and except as expressly authorized by the Lease, these include Lessor's covenant to not grant any third party any rights to evaluate or develop the Premises. Also, the Lease specifies limitations_ requirements, and/or restrictions, on: (a) the conveyance and development of mineral rights associated with the Premises; (b) interference with the project and/or with the rights granted in the Lease: and/or, (c) -'severance" of wind rights associated with the Premises or revenue related to the Lease. iJ. Also hy the Lease Lessor covenants: (a) to cooperate with Lessee to obtain a non -disturbance and subordination agreement from each holder of an interest in the Premises: (h) to amend the Lease as Lessee may request in connection with its financing; and. (c) to execute consents. estoppel certificates. or other documents as Lessee may request from time -to -time. The Lease also restricts Lessor's right to transfer its payments or rights under the Lease - 1 0. The Parties have executed and recorded this Short Form for the purpose of giving record notice of' the Lease. of the exclusive easements, leases, and rights it grants, and of certain restrictions it imposes. All of the conditions, covenants, and terms regarding the Lease are more particularly set forth in the Lease, which is incorporated by this reference. In the event of'any conflict between the conditions and terms set forth in this Short Form and the conditions and terms set forth in the Lease, the conditions and terms of the Lease will control and govern. This Short Form may be executed and'or recorded in counterparts. SIGNATURE PAGES FOLLOW 4452799 Pages: 3 of 6 12/12/2018 10:34 AM R Fee:$38.00 Carly Koppes Clerk and VAT. I��i�� oorder, Weld County CO 1111 kV:��lMAW,4F':10I Oil IA KIN LR1:ll- ,acid [sense and Wind Easement -- CO,NFIDENTIA[. Page 3 Est 6 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT IN WITNESS WHEREOF. the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as oldie date set forth above. LESSOR: DWIGHT ,A. GLAHN LFti Dwight STATE ()F Ca` 1Urasjc) tss. COUNTY r }l- --i---e _ Fer-Cc l" On v- 2018'_ before me, the undersiu,ned, a Notary Public in and for said County and State, personally appeared b;,,..r70- A 0dc+krk personally known to me (or proved to me on the basis of satisfactory' evidence) to be the person(s) whose names) is'ar-e subscribed to the within instrument and acknowledged to me that he/she/then executed the same in his/her/their authorized capacitv(ics), and that by hi Ihertheir signature( s) on the instrument the person(s), or the entity upon behalf of which the person)si acted_ executed the within instrument. WITNESS imr hand and official seal. --yam -- `-'- Notary Public Commission Expires: 4452799 Pages: 4 of 6 12/12/2018 10:34 AM R Fee:$38.00 Carly Koppes. Clerk and Recorder, Weld County CO mill l dtirh+l t 4#I FHiIr r1iifilhIRI +fk4Militii,1I I1I TANNER TOM NOTARY RUSLfC STATE OF COLORAT74 NOTARY ID 2D124071,353 MY COMMISSION' EX'IRE3 NO'JEM-3 R 07, 2020 I.REL)-Land Lease and Bind Eascmcnt--CONFIDENTIAL Page 4 of 6 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above. LESSEE: LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC By : Name: Title: ACKNOWLEDGEMENT STATE OF ! Kit -3 r COUNTY OF b O US lss. On Novo ithe., 2 , 201 , before me, the undersigned, a Notary Public in and for said County and State, personally appeared e4•17,114/9f1.ru and ,1GLstr'i fV • 14 . personally known to me (or proved to me on the basis ofsatisfactory evidence) to be the person(s) whose names) is rG subscribed to the within instrument and acknowledged to Mc that he/she licexecuted the same in his/her heir' authorized capacity(ies), and that by his/her. 1eir`,signature(s) on the instrument the personfs), or the entity upon behalf of which the persons) acted, executed the within instrument. WITNESS my hand and official seal. /- Notary Public Commission Expires: ti��- / 4452799 Pages: 5 of 6 12/12/2018 10:34 AM R Fee:$38.00 Carly Koppes. Clerk and Recorder, Weld County, CO �45�111! °tAPYpUo`',c ALEXANDRIA.D. PALMER ;z cNotary Pubiic, State of Texas Comm. Expires 05-24-2021 : io4',.St`�`•` Notary tD 128579821 1IIIfr''NR IOPti Iii 111 LRLD-Land Lease and Ni ind k:asentcnt -- CON f II)E 5 1 \I, Page 5ol EXHIBIT A TO SHORT FORM OF LAND LEASE AND WIND EASEMENT DESCRIPTION OF THE LAND THAT CERTAIN REAL PROPERTY LOCATED IN WELD COUNTY, COLORADO Parcel I The N ' of the NE Hi of Section 24, Township 12 North. Range (U West of the 6rh P.M.. County of Weld, State of Colorado. PIN 4003724 0001 Parcel 2: The South H of the NE 1,4 of Section 24, Township 12 North, Range 60 West of the hr" P.M. County of Weld. State of Colorado. PIN 4003724OOOO O 4452799 Pages: 6 of 6 12/12/2018 10:34 flM R Fee:$38.00 Carly Koppes. Clark and Recorder. Weld County, CO ■Illl r��l��rlr>� f `tuN��J�� IKl�C1�l�FIf��'I �III� LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 6of6 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: a - TE Leeward Renewable Energy, LLC 6688 N. Central Expressway, Ste. 500 Dallas, 7X 75206 WV y •m r-:‘ fe (Space above this line for Recorder's use only) ..mom Cs- �m SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT b AND SOLAR OPTION AND PURCHASE OPTION inE eaeipal a0 m THIS SHORT FORM AGREEMENT OF LAND LEASE AND WIND es, EASEMENT AND SOLAR OPTION AND PURCHASE OPTION ("Short Form") is �"" 1,1 made and entered on , 20_, by and between Hahn Ranch, LLC whose roNx residence/mailing address is 52701 WCR 124 ("Lessor""), and Leeward Renewable �— Energy Development, LLC, a Delaware limited liability company, whose address is raW I— �m�t• 6688 North Central Expressway, Suite 500, Dallas, Texas 75206 ("Lessee-) (Lessor and Lessee the "Parties"" and each a "Party"), and provides as follows: WITNESSETH The Parties agree: 1. The Parties have entered into a Land Lease and Wind Easement ("Lease") dated , 20 . The Lease grants Lessee exclusive rights in and to certain land more particularly described in the attached Exhibit A (-Premises"). The Lease also restricts certain uses of and grants certain interests in and to the Premises. 2 Generally, the Lease: (a) concerns the development of wind energy project(s) by Lessee involving the Premises; (b) grants Lessee easements, leases, and other rights related to the Premises; and, (c) limits, prohibits, and restricts other development or use(s) of the Premises that interfere with the rights granted Lessee by the Lease. 3. The Lease consists of two periods - a "Development Tenn and an "Operations Term- (together the "Term"). The Development Term is seven (7) years from the date of the Lease. The Operations Term starts on the Commercial Operations Date and continues until the date that is forty (40) years after this date. "Commercial Operations Date" means the earlier of the first day all Wind Turbines in the project of which the Premises is a part deliver electricity in commercial quantities or the date set forth as the Commercial Operations Date in a notice from Lessee to Lessor. LRED- Short Form Land Lease and Wind Easement and Solar Option and Purchase Option -- CONFIDENTIAL Page 1 of 7 4311286 Pages: 2 of 7 06/19/2017 01:56 PM R Fee:$43.00 Carly Koppes Clerk and Recorder, Weld County CO VIII FAIIIMINIFA Miami rI EN' WOO 11111 4. By the Lease, Lessor grants Lessee certain exclusive and non-exclusive rights. Lessor leases exclusively to Lessee and Lessee leases from Lessor the Premises for the sole purposes of, all as Lessee determines in its sole discretion are necessary: (a) constructing, installing, operating and maintaining wind energy conversion turbines (the "Wind Turbine(s)"), wind resource and weather measurement equipment, laydown and staging areas, operations and maintenance buildings. fences, substations, supporting structures, foundations and pads, footings, electrical transformers, fixtures. and storage equipment, electric collection and distribution and transmission lines, access roads, interconnection and switching facilities and related facilities and equipment (hereinafter "Wind Facilities") on the Premises; and. (b) performing actions, studies, and tests related to the evaluation and investigation by Lessee of the suitability of the Premises for these purposes, including inspecting and surveying the Premises, performing archaeological. avian. bat, geologic, and soils studies and tests, performing electrical interconnection and transmission studies and tests. and performing environmental and wildlife inspections. studies, and surveys. Lessor consents to Lessee's location of the Wind Facilities at any location on or off the Premises. including at or near property lines. Also, the Lease grants Lessee the right to obtain a setback waiver from Lessor if the Lease is terminated as of the Commercial Operations Date. Further. the Lease requires I ,essor to grant for the Term separate easements. leases. licenses. privileges, or other rights in or to the Premises. including for access and transmission purposes and even if the remainder of the Lease is terminated. 5. The Lease also, among other things: (a) limits Lessor's use of the Premises during the Term; (b) requires Lessor to grant such further easements for access and utility purposes as Lessee may require; (c) prohibits any activities, whether on or off the Premises, that interfere with the project. including with the flow of wind on the Premises; (d) includes an express grant of a wind easement; (e) includes a requirement that Lessor divide the Premises into multiple separate leases for separate projects if requested to do so by Lessee; (l) includes a waiver by Lessor of any interest in the Wind Facilities, including any potential lien rights: (g) addresses the rights of the parties in the case of a condemnation of all or part of the Premises; (h) authorizes Lessee to satisfy Lessor's obligations that may become a lien or encumbrance on the Premises or Wind Facilities: and, (i) includes limited remedies and prohibits certain remedies. 6. Under the Lease, Lessor granted Lessee an exclusive irrevocable option. for seven (7) years after the date of this Lease, to lease all or parts of the Premises ("Solar Option Property") for solar power generation. If exercised. the solar lease(s) would be for the then remaining Term (plus extension, if any) of this Lease and would include easements across the Premises for purposes of access and transmission. The Solar Option Property may consist of multiple separate parcels, and a separate solar lease, based on industry standards, would be entered for each such separate parcel. LRED. Short Form Land Lease and Wind Easement and Solar Option and Purchase Option -- CONFIDENTIAL Page 2 of 7 Pages: 3 of 43,00 011286 Fee:$ CariY 2017 0PM R �t,11 Mid ,�111 Carly KopPes Clerk and Recorder. Weld County, CO 11411 t ��4 liiri I' 1 `1 fi�i ` t 7. Under the Lease, Lessor granted Lessee an exclusive irrevocable option, for fifteen (15) years after the date of this Lease. to purchase up to twenty (20) contiguous acres of the Premises ("Option Property"). if exercised, Lessor also would grant Lessee a perpetual appurtenant access easement for egress and ingress to the Option Property. 8. The Lease runs with the Premises and includes a quiet enjoyment clause. 9. The Lease includes broad assignment and finance -related provisions in favor of Lessee, including: (a) the right of Lessee and its assignees to assign (including by assignment or sublease) all or part of their rights under the Lease and/or the Wind Facilities. including for collateral security purposes: (b) the right of Lessee or its assignees to mortgage all or any part of their interest in the Lease: (e) the obligation of Lessor to give Lessee and its Lenders (which are Lessee's collateral assignees) notice of defaults; (d) the right of Lenders or assignees to exercise Lessee's rights under the Lease and/or take title to the Lease, Wind Facilities, and/or Lessee's rights under the Lease (but as provided for in the Lease Lenders have no obligations under the Lease unless and until they hold a direct interest in the Lease); (e) limited bases for termination (i.e. only in the case of uncured monetary defaults and after expiration of all applicable cure periods): (f) cure rights in favor of Lessee and Lenders and separate cure periods for Lessee and Lenders: (f) restrictions on Lease amendments if Lessee's interests in the Lease have been mortgaged; and, (g) the obligation of Lessor to execute a new lease if the Lease is terminated. 10. The conditions, covenants, definitions (including the definition of capitalized terms not defined in this Short Form), limitations, restrictions, and terms governing the encumbrances imposed on the Premises, restrictions on use of the Premises, and rights granted in and to the Premises are set forth in the Lease. Without limitation, and except as expressly authorized by the Lease, these include Lessor's covenant to not grant any third party any rights to evaluate or develop the Premises. Also, the Lease specifies limitations, requirements, and/or restrictions, on: (a) the conveyance and development of mineral rights associated with the Premises: (b) interference with the project and/or with the rights granted in the Lease: and/or, (c) "severance" of wind rights associated with the Premises or revenue related to the Lease. 11. Also by the Lease Lessor covenants: (a) to cooperate with Lessee to obtain a non -disturbance and subordination agreement from each holder of an interest in the Premises; (b) to amend the Lease as Lessee may request in connection with its financing: and, (c) to execute consents, estoppel certificates, or other documents as Lessee may request from time -to -time. The Lease also restricts Lessor's right to transfer its payments or rights under the Lease. 12. The Parties have executed and recorded this Short Form for the purpose of giving record notice of the Lease, of the exclusive easements, leases, and rights it grants, and of certain restrictions it imposes. All of the conditions, covenants, and LRED- Short Form Land Lease and Wind Easement and Solar Option and Purchase Option -- CONFIDENTIAL Page 3of7 4311286 Pages: 4 of 7 06/19/2017 01:56 PM R Fee:$43.00 Carly Koppel, Clerk and Recorder, Weld County, CO terms regarding the Lease are more particularly set forth in the Lease, which is incorporated by this reference. In the event of any conflict between the conditions and terms set forth in this Short Form and the conditions and terms set forth in the Lease. the conditions and terms of the Lease will control and govern. This Short Form may be executed and/or recorded in counterparts. SIGNATURE PAGES FOLLOW LRED- Short Form Land Lease and Wind Easement and Solar Option and Purchase Option -- CONFIDENTIAL Page 4 of 7 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION IN WITNESS WHEREOF. the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION as of the date set forth above. LESSOR: HAHN RANCH, LLC By: Name: Sharon N. Hahn Title: By: Name: Kevin Hahn Title: ,: By: Name: Michelle Hahn Title: STATE OF.(7O/(7i� ( d ) ++ )ss. COUNTY OF V\Y I C ) On nJoyie ,_; 20 1i -before me, the enders- red, a Notary Public in and for said County and State. personally appeared 'Cligc1 rC n i 1krsonaily known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS m hand a + of ua� seal. piles: �1tft q, Io�U STEPHANIE LOPEZ Notary Public • State of Colorado Notary ID 20164022013 My Commission Expires Jun 9, 2020 LRED- Short Form Land Lease and Wind Easement and Solar Option and Purchase Option -- CONFIDENTIAL Page 5 of 7 4311288 Pages: 6 of 7 06/19/2017 01:56 PM R Fee:$43.00 Carly Koopes Clerk and Recorder, Weld County, CO Ill IMAM I Y�I l i1 � 1.114,11K SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE. AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION IN WITNESS WHEREOF. the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION as of the date set forth above. LESSEE: LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC By: Name: Title: ACKNOWLEDGEMENT STATE OF i eta COUNTY OF >=1iK c } )ss- On ";u,,c - 20 i7, before me, the undersigned, a Notary Public in and for said County and State, personally appeared ,personally known to me (or proved to me on the basis of satisfactory evidence) to e the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s). or the entity upon behalf of which the person(s) acted, executed the within instrument, WITNESS my hand and official seal. Notary' public Commission Expires: LRED- Short Form Land Lease and Wind Easement and Solar Option and Purchase Option - CONFIDENTIAL Page 6 of 7 ME EXHIBIT A TO SHORT FORM OF LAND LEASE AND WIND EASEMENT O AND SOLAR OPTION AND PURCHASE OPTION DESCRIPTION OF THE LAND m�� THAT CERTAIN REAL PROPERTY LOCATED IN WELD COUNTY, COLORADO oa LL 0 - r�� — SW1/4 of Section 24, Township 11 North, Range 60 West of the 6th P.M., aia ` County of Weld, State of Colorado. rn al.m� AND R.+ V L N CO' SW1/4 of Section 23, Township 11 North, Range 60 West of the 6th P.M., co N N ,°,} County of Weld, State of Colorado. � L ge�ai AND 5E1/4 of Section 23, Township 11 North, Range 60 West of the 6th P.M., County of Weld, State of Colorado. AND SW1/4 of Section 25, Township 11 North, Range 60 West of the bth P.M., County of Weld, State of Colorado. AND The NW1/4 of Section 25, Township 11 North, Range 60 West of the 6th P.M., County of Weld, State of Colorado. LRED- Short Form Land Lease and Wind Easement and Solar Option and Purchase Option -- CONFIDENTIAL Page 7 of 7 4357513 Pages: 1 of S 12/05/2017 09:17 RBI R Fee:$38.00 Carly Xoppes: Clerk and Recorder Weld County. CO ■IM l0rdiMpillAiii.14!WV E�Ml�4` Ppk 11 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Leeward Renewable Energy, LLC 6688 N. Central Expressway, Ste. 500 Dallas, TX 75206 DEV- MBk) (Space above this line for Recorder's use only) SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION THIS SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION ("Short Form") is made and entered on , 2017, by and between Harms Ranch LLC ("Lessor"), and Leeward Renewable Energy Development, LLC, a Delaware limited liability company. ("Lessee") (Lessor and Lessee the "Parties" and each a "Party.), and provides as follows: WITNESSETH The Parties agree: 1. The Parties have entered into a Land Lease and Wind Easement ("Lease") dated t- , , 2017. The Lease grants Lessee exclusive rights in and to certain land more particularly described in the attached Exhibit A (-Premises). The Lease also restricts certain uses of and grants certain interests in and to the Premises. 2. Generally, the Lease: (a) concerns the development of wind energy project(s) by Lessee involving the Premises; (b) grants Lessee easements, leases, and other rights related to the Premises; and. (c) limits, prohibits, and restricts other development or use(s) of the Premises that interfere with the rights granted Lessee by the Lease. The Lease consists of two periods - a "Development Term" and an "Operations Term" (together the "Term"). The Development Term is seven (7) years from the date of the Lease. The Operations Term starts on the Commercial Operations Date and continues until the date that is forty (40) years after this date. `'Commercial Operations Date" means the earlier of the first day all Wind Turbines in the project of which the Premises is a part deliver electricity in commercial quantities or the date set forth as the Commercial Operations Date in a notice from Lessee to Lessor. LRED-Land Lease and Wind Easement and Solar Option -- CONFIDENTIAL Page 1 of 6 4. By the Lease, Lessor grants Lessee certain exclusive and non-exclusive rights. Lessor leases exclusively to Lessee and Lessee leases from Lessor the Premises for the sole purposes of, all as Lessee determines in its sole discretion are necessary: (a) constructing, installing, operating and maintaining wind energy conversion turbines (the "Wind Turbine(s)" ), wind resource and weather measurement equipment, laydown and staging areas. operations and maintenance buildings, fences, substations, supporting structures, foundations and pads, footings, electrical transformers, fixtures. and storage equipment. electric collection and distribution and transmission lines, access roads, interconnection and switching facilities and related facilities and equipment (hereinafter "Wind Facilities") on the Premises; and, (b) performing actions, studies, and tests related to the evaluation and investigation by Lessee of the suitability of the Premises for these purposes, including inspecting and surveying the Premises, performing archaeological, avian, bat, geologic, and soils studies and tests, performing electrical interconnection and transmission studies and tests, and performing environmental and wildlife inspections, studies, and surveys. Lessor consents to Lessee's location of the Wind Facilities at any location on or off the Premises, including at or near property lines. Also, the Lease grants Lessee the right to obtain a setback waiver from Lessor if the Lease is terminated as of the Commercial Operations Date. Further, the Lease requires Lessor to grant for the Term separate easements, leases, licenses, privileges, or other rights in or to the Premises. including for access and transmission purposes and even if the remainder of the Lease is terminated. 5. The Lease also, among other things: (a) limits Lessor's use of the Premises during the Term; (b) requires Lessor to grant such further easements for access and utility purposes as Lessee may require; (c) prohibits any activities, whether on or off the Premises, that interfere with the project, including with the flow of wind on the Premises; (d) includes an express grant of a wind easement; (e) includes a requirement that Lessor divide the Premises into multiple separate leases for separate projects if requested to do so by Lessee; (f) includes a waiver by Lessor of any interest in the Wind Facilities. including any potential lien rights: (g) addresses the rights of the parties in the case of a condemnation of all or part of the Premises; (h) authorizes Lessee to satisfy Lessor's obligations that may become a lien or encumbrance on the Premises or Wind Facilities: and, (i) includes limited remedies and prohibits certain remedies. 6. Under the Lease, Lessor granted Lessee an exclusive irrevocable option, for seven (7) years after the date of this Lease, to lease all or parts of the Premises (-Solar Option Property") for solar power generation. If exercised, the solar lease(s) would be for the then remaining Term (plus extension_ if any) of this Lease and would include easements across the Premises for purposes of access and transmission. The Solar Option Property may consist of multiple separate parcels, and a separate solar lease, based on industry standards, would be entered for each such separate parcel. LRED-Land Lease and Wind Easement and Solar Option -- CONFIDENTIAL Page 2 of 6 MI 7. The Lease runs with the Premises and includes a quiet enjoyment clause. mo 8, 8. The Lease includes broad assignment and finance -related provisions in afavor of Lessee, including: (a) the right of Lessee and its assignees to assign (including by assignment or sublease) all or part of their rights under the Lease and/or the Wind 81 Facilities, including for collateral security purposes; (b) the right of Lessee or its 0 assignees to mortgage all or any part of their interest in the Lease; (c) the obligation 03, to a, of Lessor to give Lessee and its Lenders (which are Lessee's collateral assignees) o v- notice of defaults; (d) the right of Lenders or assignees to exercise Lessee's rights M� under the Lease and/or take title to the Lease, Wind Facilities, and/or Lessee's rights yE-rg under the Lease (but as provided for in the Lease Lenders have no obligations under CFI °; the Lease unless and until they hold a direct interest in the Lease); (e) limited bases fur- f_dm for termination (i.e. only in the case of uncured monetary defaults and after expiration gU of all applicable cure periods); (f) cure rights in favor of Lessee and Lenders and Mm QZ separate cure periods for Lessee and Lenders; (f) restrictions on Lease amendments if ,�NYti Lessee's interests in the Lease have been mortgaged; and, (g) the obligation of Lessor t`a,_ to execute a new lease if the Lease is terminated. 9. The conditions, covenants, definitions (including the definition of capitalized terms not defined in this Short Form), limitations, restrictions, and terms governing the encumbrances imposed on the Premises, restrictions on use of the Premises, and rights granted in and to the Premises are set forth in the Lease. Without limitation, and except as expressly authorized by the Lease, these include Lessor's covenant to not grant any third party any rights to evaluate or develop the Premises. Also, the Lease specifies limitations, requirements, and/or restrictions, on: (a) the conveyance and development of mineral rights associated with the Premises; (b) interference with the project and/or with the rights granted in the Lease; and/or. (c) "severance" of wind rights associated with the Premises or revenue related to the Lease. 10. Also by the Lease Lessor covenants: (a) to cooperate with Lessee to obtain a non -disturbance and subordination agreement from each holder of an interest in the Premises; (b) to amend the Lease as Lessee may request in connection with its financing; and, (c) to execute consents, estoppel certificates. or other documents as Lessee may request from time -to -time. The Lease also restricts Lessor's right to transfer its payments or rights under the Lease. 11. The Parties have executed and recorded this Short Form for the purpose of giving record notice of the Lease, of the exclusive easements, leases, and rights it grants, and of certain restrictions it imposes. All of the conditions, covenants, and terms regarding the Lease are more particularly set forth in the Lease. which is incorporated by this reference. In the event of any conflict between the conditions and terms set forth in this Short Form and the conditions and terms set forth in the Lease. the conditions and terms of the Lease will control and govern. This Short Form may be executed and/or recorded in counterparts. SIGNATURE PAGES FOLLOW LRED-Land Lease and Wind Easement and Solar Option -- CONFIDENTIAL Page 3 of 6 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION as of the date set forth above. LESSOR: HARMS RANCH LLC By: _ Name: _ Title: STATE OF 1•, `' �� i z., COUNTY OF ��;� ,s ,t-04. i } )ss. On ( c l 201 r' , before me. the undersigned, a Notary Public in and for said County and State, personally appeared , n i k'o•: personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal. Notary Public Commission Expires: DARLA HAUG i,lOTARY PUBLIC Cn]JN7 ' fF r STATE D' A;AMIE l'. y 1'v`vOfV11Nc_ kl? COMACSSr`DN EXPIRES JULY 5,202? LRED-Land Lease and Wind Easement and Solar Option -- CONFIDENTIAL Page 4 of 6 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION IN WITNESS WHEREOF. the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION as of the date set forth above. LESSEE: LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC By: Name: Title: ACKNOWLEDGEMENT STATE OF `L -X its') )ss. COUNTY OF On jiJm,i ? z , 20 ;1, before me, the undersigned, a Notary Public in and for said County and State, personally appeared ��f, ,, ,� tia:Vpersonally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted. executed the within instrument. WITNESS my hand and official seal. kotary Public Commission Expires: (,,6-:4 //Ix ^,;;M P, ; ALEXANDRIA D PALMER _2.' :_Notary Public, State of Texas -....- - z-- Comm Expires 05-24-2021 '',,'2' of o' ,,,,��,,,. Notary ID 128579821 LRED-Land Lease and Wind Easement and Solar Option — CONFIDENTIAL Page 5 of 6 EXHIBIT A TO SHORT FORM OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION DESCRIPTION OF THE LAND THAT CERTAIN REAL PROPERTY LOCATED IN WELD COUNTY, COLORADO Parcel 1: The W112 of Section 26, Township 12 North, Range 60 West of the 6°i P.M., County of Weld, State of Colorado. Parcel 2: The E1/2 of Section 26, Township 12 North, Range 60 West of the 6'1 P.M., County of Weld. State of Colorado Parcel 3: The NW 1/4 of the SE/14 of Section 4, Township 11 North, Range 58 West of the 6`h' P.M., County of Weld, State of Colorado. LRED-Land Lease and Wind Easement and Solar Option -- CONFIDENTIAL Page 6 of 6 4439466 Pages: I of 4 10/17/2018 02:59 PM R Fee:$28.00 Carly Koppes, Clerk and Recorder, Weld County, CO Eli fillaNY MEd I+1111O I RECORcum4.tyux . DING REQUESTED BY AND WHEN RECORDED RETURN TO: Leeward Renewable Energy, LLC 6688 N. Central Expressway, Ste. 500 0altas, Ti 75206 DEL - 1 it3W (Space above this line for Recorder's use only) SHORT FORM AGREEMENT OF FIRST AMENDMENT TO LAND LEASE AND WIND EASEMENT THIS SHORT FORM AGREEMENT OF FIRST AMENDMENT TO LAND LEASE AND WIND EASEMENT ("Short Form") is made and entered on o , ao g by and between Harms Ranch LLC ("Lessor") and Leeward Renewable Energy Development, LLC, a Delaware limited liability company ("Lessee") (Lessor and Lessee the "Parties" and each a "Party"). RECITALS A. The Parties are the parties to that certain Land Lease and Wind Easement dated October 18, 2017 ("Lease"). B. A short form agreement of the Lease was recorded with the Weld County, Colorado Clerk and Recorder on December 5, 2017 at reception number 4357513. C. The Parties have amended the Lease and want to give record notice of this amendment. For good and valuable consideration, the Parties agree: 1. Capitalized terms. Capitalized terms not defined in this Short Form have the meanings given them in the First Amendment. 2. Amendment. The Parties have amended the Lease to include (as part of the Premises) the additional real property set forth in the attached Exhibit A. 3. Miscellaneous. All of the terms, conditions, provisions, and covenants of the First Amendment are incorporated in to this Short Form by reference. If there is any inconsistency between the terms of this Short Form and the First Amendment, the terms of the First Amendment will prevail. Colorado law governs this Short Form, and this Short Form may be executed and recorded in counterparts. Agreed to: SIGNATURE PAGES FOLLOW 4439466 Pages: 2 of 4 10/17/2018 02:59 PIS R Fee:$28.00 Carly Koppes. Clerk and Recorder. Weld County CO SIN Fid1 =f��'I SIGNATURE PAGE TO SHORT FORM AGREEMENT OF FIRST AMENDMENT TO LAND LEASE AND WIND EASEMENT "Lessor" By: t. �. f, � n'1 Name; i'-/ • .:: /<_ �,;. 1 Title: Dated: , F; r r ; STATE OF ACKNOWLEDGEMENT )ss. COUNTY OF :. ) The forgoing document was acknowledged before me this day of , 201:_ by known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name is/are subscribed to the forgoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed in his/her authorized capacity(ies). WITNESS my hand and official seal. Notary Public Commission Expires: ra !15.I. Ihorr.f., +<t vI L 4439466 Pages: 3 of 4 10/17/2018 02:59 PM R Fee:$28.00 Carly Kcppes. Clerk and Recorder, Weld County. CO Ili' SIGNATURE PAGE TO SHORT FORM AGREEMENT OF FIRST AMENDMENT TO LAND LEASE AND WIND EASEMENT LESSEE: LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC By: Name: Andrew Flanagan' Title: Vice President / Dated: fir'' ' S 3 ACKNOWLEDGEMENT STATE OF i i-X A ) / ) ss. COUNTY OF Ltt -1 LLB- The forgoing document was acknowledged before the this c+i' day of Gf f.,w , 2016 by }, , known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name is/are subscribed to the forgoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed in his/her authorized capacity(ies). WITNESS my hand and official seal. Notary Public Commission Expires: 6,-.51,,,/,?6,,,s/ DAiyALALEXANDRIA D. PALMEA Notary Public, State of Texas 4`•.� 4" `r.•? Comm. Expires 05-24-2021 Notary ID 128579821 4439466 Pages: 4 of 4 10/17/2018 02:59 PM R Fee:$28,00 Carly Ko'pes Clerk and Reoorder, Weld County. CO �111krallTtlii:1011114iiiik4N1104kIlh',Iiiikli, III III EXHIBIT A TO SHORT FORM ADDED PREMISES Parcel 1: Part of the South '//2 of Section 26, Township 12, Range 58 West of the 6th P.M., Lot B REC EXEMPT RECX 12-0008, County of Weld, State of Colorado. Parcel 2: The South % of Section 26, Township 12, Range 58 West of the 6'h P.M., EXCEPT Commencing the SW Corner of N89D 43' E303' To the Point of Beginning NOD 16'W 1061'E, N87D 01'E 3069', SOD 59"E, County of Weld, State of Colorado. Parcel 3: All of Section 25, Township 12, Range 58 West of the 6th P.M., County of Weld, State of Colorado. 4446618 Pages: 1 of 6 11/15/2018 11:16 AMT R Fee :$38.00 Carly Koppes, Clerk and Recorder, Weld County, CO Oki IN f� /'(-11:aruLd. RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Leeward Renewable Energy, LLC 6688 N. Central Expressway, Ste. 500 dflas, 1.x /5Z06 Ea%V rat .ICI (Space above this line for Recorder's use only) SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT THIS SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT ("Short Form") is made and entered on Nov. 7 . 2018, by and between Mary Catherine Joska whose residence/mailing address is 7/4 tver reefi Sf K: r+1na t r, NE g 91 `1s ("Lessor"), and Leeward Renewable Energy Development, LLC, a Delaware limited liability company, whose address is 6688 Central Expressway. Suite 500, Dallas, Texas 75206 ("Lessee") (Lessor and Lessee the "Parties" and each a "Party"). and provides as follows: WITNESSETH The Parties agree: 1. The Parties have entered into a Land Lease and Wind Easement ("Lease") dated /1Jev 7 .2018. The Lease grants Lessee exclusive rights in and to certain land more particularly described in the attached Exhibit A ("Premises"). The Lease also restricts certain uses of and grants certain interests in and to the Premises. 2. Generally, the Lease: (a) concerns the development of wind energy project(s) by Lessee involving the Premises; (h) grants Lessee easements, leases. and other rights related to the Premises; and, (c) limits, prohibits. and restricts other development or use(s) of the Premises that interfere with the rights granted Lessee by the Lease. 3. The Lease consists of two periods a "Development Term" and an "Operations Term" (together the "Term"). The Development Term is seven (7) years from the date of the Lease. The Operations Term starts on the Commercial Operations Date and continues until the date that is forty (40) years after this date. "Commercial Operations Date means the earlier of the first day all Wind Turbines in the project of which the Premises is a part deliver electricity in commercial quantities or the date set forth as the Commercial Operations Date in a notice from Lessee to Lessor. LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page I of 6 4446618 Pages: 2 of 6 11/15/2018 11:16 AM R Fee:$38.@0 Carly Koppes, Clerk and Recorder Wald County, CO liiI Ric/IN��'�F'��SY 4. By the Lease. Lessor grants Lessee certain exclusive and non-exclusive rights. Lessor leases exclusively to Lessee and Lessee leases from Lessor the Premises for the sole purposes of. all as Lessee determines in its sole discretion are necessary: (a) constructing, installing, operating and maintaining wind energy conversion turbines (the "Wind Turbine(s)"), wind resource and weather measurement equipment. laydown and staging areas. operations and maintenance buildings, fences, substations, supporting structures, foundations and pads, footings, electrical transformers, fixtures, and storage equipment, electric collection and distribution and transmission lines, access roads. interconnection and switching facilities and related facilities and equipment (hereinafter "Wind Facilities") on the Premises; and, (b) performing actions, studies, and tests related to the evaluation and investigation by Lessee of the suitability of the Premises for these purposes, including inspecting and surveying the Premises, performing archaeological, avian, bat. geologic, and soils studies and tests, performing electrical interconnection and transmission studies and tests, and performing environmental and wildlife inspections, studies, and surveys. Lessor consents to Lessee's location of the Wind Facilities at any location on or off the Premises, including at or near property lines. Also, the Lease grants Lessee the right to obtain a setback waiver from Lessor if the Lease is terminated as of the Commercial Operations Date. Further, the Lease requires Lessor to grant for the Term separate easements, leases. licenses, privileges. or other rights in or to the Premises, including for access and transmission purposes and even if the remainder of the Lease is terminated. 5. The Lease also, among other things: (a) limits Lessor's use of the Premises during the Term; (b) requires Lessor to grant such further easements for access and utility purposes as Lessee may require; (c) prohibits any activities, whether on or off the Premises, that interfere with the project, including with the flow of wind on the Premises; (d) includes an express grant of a wind easement: (e) includes a requirement that Lessor divide the Premises into multiple separate leases for separate projects if requested to do so by Lessee; (f) includes a waiver by Lessor of any interest in the Wind Facilities, including any potential lien rights: (g) addresses the rights of the parties in the case of a condemnation of all or part of the Premises; (h) authorizes Lessee to satisfy Lessor's obligations that may become a lien or encumbrance on the Premises or Wind Facilities:. and, (i) includes limited remedies and prohibits certain remedies. 6. The Lease runs with the Premises and includes a quiet enjoyment clause. 7. The Lease includes broad assignment and finance -related provisions in favor of Lessee, including: (a) the right of Lessee and its assignees to assign (including by assignment or sublease) all or pail of their rights under the Lease and/or the Wind Facilities, including for collateral security purposes; (b) the right of Lessee or its assignees to mortgage all or any part of their interest in the Lease; (c) the obligation of Lessor to give Lessee and its Lenders (which are Lessee's collateral assignees) notice of defaults; (d) the right of Lenders or assignees to exercise Lessee's rights under the Lease and/or take title to the Lease. Wind Facilities, and/or Lessee's rights I,RED-Land Lease and Wind Easement -- CONFIDENTIAL Page 2 of 4446618 Pages: 3 of 6 11/15/2018 11:16 AM R Fee:$38.00 Carly Koppos Clerk and Recorder. Weld County. CO Ell II III under the Lease (but as provided for in the Lease Lenders have no obligations under the Lease unless and until they hold a direct interest in the Lease); (e) limited bases for termination (i.e. only in the case of uncured monetary defaults and after expiration of all applicable cure periods): (f) cure rights in favor of Lessee and Lenders and separate cure periods for Lessee and Lenders; (f) restrictions on Lease amendments if Lessee's interests in the Lease have been mortgaged: and, (g) the obligation of Lessor to execute a new lease if the Lease is terminated. 8. The conditions. covenants, definitions (including the definition of capitalized terms not defined in this Short Form). limitations, restrictions, and terms governing the encumbrances imposed on the Premises, restrictions on use of the Premises, and rights granted in and to the Premises are set forth in the Lease. Without limitation, and except as expressly authorized by the Lease, these include Lessor's covenant to not grant any third party any rights to evaluate or develop the Premises. Also. the Lease specifies limitations, requirements. and/or restrictions, on: (a) the conveyance and development of mineral rights associated with the Premises: (b) interference with the project and/or with the rights granted in the Lease; and/or. (c) '`severance" of wind rights associated with the Premises or revenue related to the Lease. 9. Also by the Lease Lessor covenants: (a) to cooperate with Lessee to obtain a non -disturbance and subordination agreement from each holder of an interest in the Premises: (b) to amend the Lease as Lessee may request in connection with its financing; and, (c) to execute consents, estoppel certificates, or other documents as Lessee may request from time -to -time. The Lease also restricts Lessor's right to transfer its payments or rights under the Lease. 10. The Parties have executed and recorded this Short Form for the purpose of giving record notice of the Lease. of the exclusive easements, leases. and rights it grants. and of certain restrictions it imposes. All of the conditions, covenants, and terms regarding the Lease are more particularly set forth in the Lease, which is incorporated by this reference. In the event of any conflict between the conditions and terms set forth in this Short Form and the conditions and terms set forth in the Lease. the conditions and terms of the Lease will control and govern. This Short Form may be executed and/or recorded in counterparts. SIGNATURE PAGES FOLLOW I,KED-Land Lease and Wind Easement -- CONFIDENTIAL Page 3of6 4446618 Pages: 4 of 6 11/15/2018 11:16 AID R Fee:$38.00 Carly Koppes, Clerk and Recorder, Weld County: CO VIII l rdr117, r 'I��'� I',��Y�Fhl�h� �I�rr� I LAlii4i 11111 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above. LESSOR: MARY CATHERINE JOSKA Mary Catherine Joska STATE OF )ss. COUNTY OF On t,, 20 ,_ before me, the undersigned, a Notary Public in and for said County and State. personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal. Notary Public Commission Expires: LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 4 n16 4446618 Pages: 5 of S 11/15/2018 11:16 AM R Fee:$38.00 Carly Koppes Clerk and Recorder, Weld County. CO SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT IN WITNESS WHEREOF. the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above. LESSEE: LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC Name �';� ,rY C C� UIg ,cam Title: V i ck et S . B y :77'c„,„.1..--, `7 / } -- Nam': ,z,. ALuc,L Title: STATE OF T COUNTY OF foJ LaS ACKNOWLEDGEMENT )ss. On A'We 4x q . 20/s, before me, the undersigned. a Notary Public in and for said County and State. personally appeared fi rc ; F( and J tcw\ik. ILt . kG% , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is ref subscribed to the within instrument and acknowledged to me that he/she hey; execute the same in his/heruthorized capacity(ies), and that by his/her�lel signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal. Notary Public Commission Expires: G5�ayl?-.-/ 7:77,77,„ ALEXANDRIA D, PALMER m i .'�~ Notary Public, State of Texas 9 , T Comm Expires 05-24-2021 °44°;,.;s.. Notary ID 128579821 LRED-Land Lease and Wind Easement -- CONFIDENTIAL I:AL Page 5 of 6 4446618 Pages: 6 of 6 11/15/2016 11:16 At1 R Fee:$38.00 Carly Koppes Clerk and Recorder; Feld County, CO liii .fiu�I�i��Jkl Iona i ��41'��N�V �1+1��1�4��Y� IIIfI EXHIBIT A TO SHORT FORM OF LAND LEASE AND WIND EASEMENT DESCRIPTION OF THE LAND THAT CERTAIN REAL PROPERTY LOCATED IN WELD COUNTY. COLORADO Parcel 1: The Southeast V4 of Section 36. Township 12 North. Range 58 West of the 6th P.M., County of Weld, State of Colorado. PIN: 00 33 36000007 Parcel 2: The Southwest '/4 of Section 35, Township 12 North, Range 58 West of the 6th P.M., County of Weld. State of Colorado. PIN: 0033350000005 Parcel 3: All of Section 32, Township 12 North, Range 58 West of the 6`h P.M., County of Weld, State of Colorado. PIN: 003332000003 Parcel 4: The East '/ of the Southwest '/4 of Section 33, Township 12 North. Range 58 West of the 6th P.M., County of Weld, State of Colorado. PIN: 00333200000006 LttED-Land Lease and Wind Easement -- CONFIDENTIAL Page 6 of 6 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: J A warrl Renemahle Energy, I I I 6688 N_ Central Expressway, Ste, 500 a as, 44424$8 Pages: 1 of 6 10/30/20;8 11:44 Art P Fee ',$38_G?0 Caro y Kopae' Re-nr der Weld Cann r !i7.� VIII fir!rldkflr!iribV� 01/44 Ii++�I�X��; l�l�,��t��r, I A �Illi ®I it (Space above this line for Recorder's use only) SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT THIS SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT ("Short Form") is made and entered one c: -/'; , 20 iJ by and between Dennis Kieler whose residence/mailing address is yc c , 4. tAr,i,',--( ":ri 4 , , iL;r ir: 3.: (-Lessor"), and Leeward Renewable Energy Development, LLC, a Delaware limited liability company, whose address is 6688 Central Expressway, Suite 500, Dallas, Texas 75206 ("Lessee") (Lessor and Lessee the "Parties- and each a "Party"), and provides as follows: WITNESSETH ESS ETH The Parties agree: 1. The Parties have entered into a Land Lease and Wind Easement (`Lease"") dated /C i y , 20 r The Lease grants Lessee exclusive rights in and to certain land more particularly described in the attached Exhibit A ("Premises"). The Lease also restricts certain uses of and grants certain interests in and to the Premises. 2. Generally, the Lease: (a) concerns the development of wind energy project(s) by Lessee involving the Premises; (b) grants Lessee easements, leases, and other rights related to the Premises; and, (c) limits, prohibits, and restricts other development or use(s) of the Premises that interfere with the rights granted Lessee by the Lease. 3. The Lease consists of two periods a "Development Term- and an "Operations Term" (together the "Term"). The Development Term is seven (7) years from the date of the Lease. The Operations Term starts on the Commercial Operations Date and continues until the date that is forty (40) years after this date. -Commercial Operations Date" means the earlier of the first day all Wind Turbines in the project of which the Premises is a part deliver electricity in commercial quantities or the date set forth as the Commercial Operations Date in a notice from Lessee to Lessor. LRED-Land Lease and Wind Easement -- CONF1DENTIAL Page 1 of 6 4. By the Lease, Lessor grants Lessee certain exclusive and non-exclusive rights. Lessor leases exclusively to Lessee and Lessee leases from Lessor the Premises for the sole purposes of, all as Lessee determines in its sole discretion are necessary: (a) constructing, installing, operating and maintaining wind energy conversion turbines (the "Wind Turbine(s)"), wind resource and weather measurement equipment, laydown and staging areas, operations and maintenance buildings, fences, substations, supporting structures, foundations and pads, footings, electrical transformers, fixtures, and storage equipment, electric collection and distribution and transmission lines, access roads, interconnection and switching facilities and related facilities and equipment (hereinafter "Wind Facilities") on the Premises; and, (b) performing actions, studies, and tests related to the evaluation and investigation by Lessee of the suitability of the Premises for these purposes, including inspecting and surveying the Premises, performing archaeological, avian, bat, geologic, and soils studies and tests, performing electrical interconnection and transmission studies and tests, and performing environmental and wildlife inspections, studies, and surveys. Lessor consents to Lessee's location of the Wind Facilities at any location on or off the Premises, including at or near property lines. Also, the Lease grants Lessee the right to obtain a setback waiver from Lessor if the Lease is terminated as of the Commercial Operations Date. Further, the Lease requires Lessor to grant for the Term separate easements, leases, licenses, privileges, or other rights in or to the Premises, including for access and transmission purposes and even if the remainder of the Lease is terminated. 5. The Lease also, among other things: (a) limits Lessor's use of the Premises during the Term; (b) requires Lessor to grant such further easements for access and utility purposes as Lessee may require; (c) prohibits any activities, whether on or off the Premises, that interfere with the project, including with the flow of wind on the Premises; (d) includes an express grant of a wind easement; (e) includes a requirement that Lessor divide the Premises into multiple separate leases for separate projects if requested to do so by Lessee; (f) includes a waiver by Lessor of any interest in the Wind Facilities, including any potential lien rights; (g) addresses the rights of the parties in the case of a condemnation of all or part of the Premises; (h) authorizes Lessee to satisfy Lessor's obligations that may become a lien or encumbrance on the Premises or Wind Facilities; and, (i) includes limited remedies and prohibits certain remedies. 6. The Lease runs with the Premises and includes a quiet enjoyment clause. 7. The Lease includes broad assignment and finance -related provisions in favor of Lessee, including: (a) the right of Lessee and its assignees to assign (including by assignment or sublease) all or part of their rights under the Lease and/or the Wind Facilities, including for collateral security purposes; (b) the right of Lessee or its assignees to mortgage all or any part of their interest in the Lease; (c) the obligation of Lessor to give Lessee and its Lenders (which are Lessee's collateral assignees) notice of defaults; (d) the right of Lenders or assignees to exercise Lessee's rights under the Lease and/or take title to the Lease, Wind Facilities, and/or Lessee's rights under the Lease (but as provided for in the Lease Lenders have no obligations under LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 2 of 6 4442488 Pages: 2 of 6 10!30/207.8 11 ' 44 Rf'1 P Fee -$38.00 Carly Kc'i es r_2rk and Renri,der Weld Cou,tv CCU VIII kPidP:ITf 41141'i:1,44 the Lease unless and until they hold a direct interest in the Lease); (e) limited bases for termination (i.e. only in the case of uncured monetary defaults and after expiration of all applicable cure periods); (f) cure rights in favor of Lessee and Lenders and separate cure periods for Lessee and Lenders; (f) restrictions on Lease amendments if Lessee's interests in the Lease have been mortgaged; and, (g) the obligation of Lessor to execute a new lease if the Lease is terminated. 8. The conditions, covenants, definitions (including the definition of capitalized terms not defined in this Short Form), limitations, restrictions, and terms governing the encumbrances imposed on the Premises, restrictions on use of the Premises, and rights granted in and to the Premises are set forth in the Lease. Without limitation. and except as expressly authorized by the Lease, these include Lessor's covenant to not grant any third party any rights to evaluate or develop the Premises. Also, the Lease specifies limitations, requirements, and/or restrictions, on: (a) the conveyance and development of mineral rights associated with the Premises; (b) interference with the project and/or with the rights granted in the Lease; and/or, (c) "severance'. of wind rights associated with the Premises or revenue related to the Lease. 9. Also by the Lease Lessor covenants: (a) to cooperate with Lessee to obtain a non -disturbance and subordination agreement from each holder of an interest in the Premises; (b) to amend the Lease as Lessee may request in connection with its financing; and, (c) to execute consents, estoppel certificates, or other documents as Lessee may request from time -to -time. The Lease also restricts Lessor's right to transfer its payments or rights under the Lease. 10. The Parties have executed and recorded this Short Form for the purpose of giving record notice of the Lease, of the exclusive easements, leases, and rights it grants, and of certain restrictions it imposes. All of the conditions, covenants, and terms regarding the Lease are more particularly set forth in the Lease, which is incorporated by this reference. In the event of any conflict between the conditions and terms set forth in this Short Form and the conditions and terms set forth in the Lease, the conditions and terms of the Lease will control and govern. This Short Form may be executed and/or recorded in counterparts. SIGNATURE PAGES FOLLOW 4442488 Pages: 3 of 6 10/30/2018 11:44 RF1 R Fee 338 00 n�'lrw.w{{IIKwoe_ 'Lelak[F]an.-1 V?aV;-nrry1sal�! Weld ,1c!intl�jlI■... iI■I 1 di d LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 3 of 6 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above. LESSOR: DENNIS KIELER -Dennis Kieler STATE OF )ss. COUNTY OF ,t1C `'� On C(', 1_�. �� 20 Z ,` before me, the undersigned, a Notary Public in and for said County and State, personally appeared}, ��,` ILL 1.C: / personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal. r f if NctAry Pulhlic Cchnlrtission Expires: Jade J Ackerman - Notary Public County of Goshen My Commission Expires ♦.-+.•s#• 4442488 Pages: 4 of 6 10/30/2018 11-44 Ail R Fee $38.00 Ca.rI li�aces Corn zna Rer„0-der L.JP;d Count!-. SO rill ■rII�F>�� I � �I� Illrir �i� �I� �if'fi��li�'Ih[�it �i'?r II II State of Wyoming J 8119!2024 s LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 4 of 6 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above. LESSEE: LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC By: Name: aa,, Title: v' • STATE OF / f"y n5 COUNTY OF Da.-iLCc5 NC rte-- / �, �r[Jn1 1 A" C ACKNOWLEDGEMENT )ss. On )Obi --t , 20/S, before me, the nders ned, a Notary Public in and for said County and State, personally appeared `7personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name s) i are'subscribed to the within instrument and acknowledged to me that he/sh executed the same in his/her4their)authorized capacity(ies), and that by his/he signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal. Notary Public Commission Expires: 5:1,,i4v. 4442488 Pages: 5 of 6 10/30/2018 11:44 AM R Fee:53B 00 Carly Korgds :]I2rk end Fez.rrdec Weld 'RYp, ALEXANDRIA D. PALMIER 11.?.§%\::„.'‘...4:!'el-,S•Notary Public, State of Texas S. ar,:,,. `\+• Comm. Expires 05-24-2021 �,-,,,,,,�t Notary i0 128579821 LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 5 of 6 eir- EXHIBIT A TO SHORT FORM OF LAND LEASE AND WIND EASEMENT DESCRIPTION OF THE LAND THAT CERTAIN REAL PROPERTY LOCATED IN WELD COUNTY, COLORADO Parcel 1: Northwest 1/4 of Section 23, Township 12 North, Range 60 West of the 6`h P.M.. County of Weld, State of Colorado. Parcel 2: North 1/2 of the Northeast 1/4 of Section 23, Township 12 North, Range 60 West of the 6th P.M., County of Weld, State of Colorado. Parcel 3: North '/ of the Northwest 1/4 of Section 24, Township 12 North, Range 60 West of the 6`i' P.M., County of Weld, State of Colorado. 4442488 Pages: 6 of 6 10/30/2918 11-44 AM R Fee'$38.00 Carr Kc,)es CYerk and ?ecor-er L.eid COur, y CO K0,4141% k'J,L'4i1':1, LRi D -Land Lease and Wind Easement -- CONFIDENTIAL Page 6of6 4355166 Pages: 1 of' 6 11/27/2017 10:58 AID R Fee:$38.00 Carly koppes, Clerk and Recorder, Weld County, CO PA)8904 to d- REC RDING R QUESTED BY AND WHEN RECORDED RETURN TO: coward Renewab a Energy, LLC 6688 N. Central Expressway, Ste. S00 Dallas, TX 75206 (Space above this line for Recorder's use only) SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT THIS SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT ("Short Form") is made and entered on ':) /2.-i , 20/7 by and between Andrea Kinnison and Brian Kinnison whose residence/mailing address is �Vt i iZ (�` / E'� �} 7Z 1 (collectively, "Lessor"). and Leeward Renewable Energy Development, LLC, a Delaware limited liability company, whose address is 6688 Central Expressway, Suite 500, Dallas, Texas 75206 ("Lessee"") (Lessor and Lessee the "Parties" and each a "Party"), and provides as follows: WITNESSETH The Parties agree: 1. The Parties have entered into a Land Lease and Wind Easement ("Lease") dated 1(1- --] , 2017 The Lease grants Lessee exclusive rights in and to certain land more particularly described in the attached Exhibit A ("Premises."). The Lease also restricts certain uses of and grants certain interests in and to the Premises. 2. Generally, the Lease: (a) concerns the development of wind energy project(s) by Lessee involving the Premises; (b) grants Lessee easements, leases, and other rights related to the Premises; and, (c) limits, prohibits. and restricts other development or use(s) of the Premises that interfere with the rights granted Lessee by the Lease. 3. The Lease consists of two periods -- a "Development Term" and an "Operations Term" (together the "Term"). The Development Term is seven (7) years from the date of the Lease. The Operations Tenn starts on the Commercial Operations Date and continues until the date that is forty (40) years after this date. "Commercial Operations Date" means the earlier of the first day all Wind Turbines in the project of which the Premises is a part deliver electricity in commercial quantities or the date set forth as the Commercial Operations Date in a notice from Lessee to Lessor. LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 1 of 6 4. By the Lease, Lessor grants Lessee certain exclusive and non-exclusive rights. Lessor leases exclusively to Lessee and Lessee leases from Lessor the Premises for the sole purposes of, all as Lessee determines in its sole discretion are necessary: (a) constructing, installing, operating and maintaining wind energy conversion turbines (the "Wind Turbine(s)"), wind resource and weather measurement equipment, laydown and staging areas, operations and maintenance buildings, fences, substations, supporting structures, foundations and pads, footings, electrical transformers, fixtures, and storage equipment. electric collection and distribution and transmission lines, access roads, interconnection and switching facilities and related facilities and equipment (hereinafter "Wind Facilities") on the Premises; and, (b) performing actions, studies, and tests related to the evaluation and investigation by Lessee of the suitability of the Premises for these purposes, including inspecting and surveying the Premises, performing archaeological, avian. bat, geologic, and soils studies and tests, performing electrical interconnection and transmission studies and tests, and performing environmental and wildlife inspections, studies, and surveys. Lessor consents to Lessee's location of the Wind Facilities at any location on or off the Premises, including at or near property lines. Also, the Lease grants Lessee the right to obtain a setback waiver from Lessor if the Lease is terminated as of the Commercial Operations Date. Further, the Lease requires Lessor to grant for the Term separate easements, leases, licenses, privileges, or other rights in or to the Premises, including for access and transmission purposes and even if the remainder of the Lease is terminated. S. The Lease also, among other things: (a) limits Lessor's use of the Premises during the Term; (b) requires Lessor to grant such further easements for access and utility purposes as Lessee may require; (c) prohibits any activities, whether on or off the Premises, that interfere with the project. including with the flow of wind on the Premises; (d) includes an express grant of a wind easement; (e) includes a requirement that Lessor divide the Premises into multiple separate leases for separate projects if requested to do so by Lessee; (f) includes a waiver by Lessor of any interest in the Wind Facilities, including any potential lien rights; (g) addresses the rights of the parties in the case of a condemnation of all or part of the Premises; (h) authorizes Lessee to satisfy Lessor's obligations that may become a lien or encumbrance on the Premises or Wind Facilities; and. (i) includes limited remedies and prohibits certain remedies. 6. The Lease runs with the Premises and includes a quiet enjoyment clause. 7. The Lease includes broad assignment and finance -related provisions in favor of Lessee, including: (a) the right of Lessee and its assignees to assign (including by assignment or sublease) all or part of their rights under the Lease and/or the Wind Facilities, including for collateral security purposes; (b) the right of Lessee or its assignees to mortgage all or any part of their interest in the Lease; (c) the obligation of Lessor to give Lessee and its Lenders (which are Lessee's collateral assignees) notice of defaults; (d) the right of Lenders or assignees to exercise Lessee's rights under the Lease and/or take title to the Lease. Wind Facilities, and/or Lessee's rights under the Lease (but as provided for in the Lease Lenders have no obligations under LRED-Land Lease and Wind Easemenr -- CONFIDENTIAL Page 2 of 6 the Lease unless and until they hold a direct interest in the Lease); (e) limited bases for termination (i.e. only in the case of uncured monetary defaults and after expiration of all applicable cure periods); (f) cure rights in favor of Lessee and Lenders and separate cure periods for Lessee and Lenders; (0 restrictions on Lease amendments if Lessee's interests in the Lease have been mortgaged; and, (g) the obligation of Lessor to execute a new lease if the Lease is terminated. 8 The conditions, covenants, definitions (including the definition of capitalized terms not defined in this Short Form), limitations, restrictions. and terms governing the encumbrances imposed on the Premises, restrictions on use of the Premises, and rights granted in and to the Premises are set forth in the Lease. Without limitation, and except as expressly authorized by the Lease, these include Lessor's covenant to not grant any third party any rights to evaluate or develop the Premises. Also, the Lease specifies limitations, requirements. and/or restrictions, on: (a) the conveyance and development of mineral rights associated with the Premises; (b) interference with the project and/or with the rights granted in the Lease; and/or, (c) "severance' of wind rights associated with the Premises or revenue related to the Lease. 9. Also by the Lease Lessor covenants: (a) to cooperate with Lessee to obtain a non -disturbance and subordination agreement from each holder of an interest in the Premises; (b) to amend the Lease as Lessee may request in connection with its financing; and, (c) to execute consents, estoppel certificates, or other documents as Lessee may request from time -to -time. The Lease also restricts Lessor's right to transfer its payments or rights under the Lease. 10. The Parties have executed and recorded this Short Form for the purpose of giving record notice of the Lease, of the exclusive easements, leases, and rights it grants, and of certain restrictions it imposes. All of the conditions, covenants, and terms regarding the Lease are more particularly set forth in the Lease, which is incorporated by this reference. In the event of any conflict between the conditions and terms set forth in this Short Form and the conditions and terms set forth in the Lease, the conditions and terms of the Lease will control and govern. This Short Form may be executed and/or recorded in counterparts. SIGNATURE PAGES FOLLOW LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 3 of 6 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above. LESSOR: ANDREA KINNISON AND BRIAN KINNISON rea Kinnison Brian Kjnitison STATE OF h,\,' )ss. COUNTY OF On VC ful ,' 20 1, before me, the undersigned, a Notary Public in and for said County and State, personally appeared r��'� : I:!, , �;:� � �-, 0( personaJl. known to me (or proved to me on the basis of satisfactory evidence) to be t1le'lpein(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal. 1 Notary Public Commission Expires: 4355166 Pages: 4 of 6 11/27/2017 10:58 RM R Fee:$38.00 Carly Koppes Clerk and Recorder Weld County, CO IN MAt=V:J4 1CD, MVO II ill LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 4 of 6 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above. LESSEE: LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC By f=_ . Name: Title: `/ Ciz� ACKNOWLEDGEMENT STATE STATE OF ! A ) )ss. COUNTY OF i�t,_�� 4 ) On i � ,c) , ?0) I, before me, the undersigned, a Notary Public in and for said County and State, personally appeared , „_ , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal. • Notary Public Commission Expires: 4355166 Pages: 5 of 6 11/27/2017 10:58 AM R Fee:$38.00 Carly Koppes. Clerk and Recorder; Weld County, CO �fflKAT 4006 I A:' iriiikrAi II LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 5 of 6 EXHIBIT A TO SHORT FORM OF LAND LEASE AND WIND EASEMENT DESCRIPTION OF THE LAND THAT CERTAIN REAL PROPERTY LOCATED IN COLORADO COUNTY, The W1/2 of Section 25, Township 12 North, Range 60 West of the 6th P.M., County of Weld, State of Colorado. 4355166 Pages: 6 of 6 11/27/2017 105$ AM R Fee:$38,00 Carly Koppes, Clerk and Recorder. Weld County. CO N# Mt MiY, II II I LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 6 of 6 O m' CQ 3 41 LL o Etm-- aA at NMY� aN�� in c) • N▪ N Q r-- — q r.-.um RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: (=ward Renewahhe f nergy U C 6688 N. Central Expressway, Ste. 500 Oases, I x /5206 DEv- /Lk (3k) (Space above this line for Recorder's use only) SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT THIS SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT ("Short Form") is made and entered on 22. v, 2017, by and between Glen Klawonn and Jill Klawonn whose residence/mailing address is it Pin' r i ti E i KL(1' ? _ (..Lessor"), and Leeward Renewable Energy Development, LLC, a Delaware limited liability company, whose address is 6688 North Central Expressway, Suite 500, Dallas, TX 75206 ("Lessee") (Lessor and Lessee the "Parties" and each a "Party"), and provides as follows: WITNESSETH The Parties agree: 1. The Parties have entered into a Land Lease and Wind Easement ("Lease") dated 2? U r , 2017. The Lease grants Lessee exclusive rights in and to certain land more particularly described in the attached Exhibit A ("Premises"). The Lease also restricts certain uses of and grants certain interests in and to the Premises. 2. Generally, the Lease: (a) concerns the development of wind energy project(s) by Lessee involving the Premises: (b) grants Lessee easements, leases, and other rights related to the Premises: and, (c) limits, prohibits, and restricts other development or uses) of the Premises that interfere with the rights granted Lessee by the Lease. 3. The Lease consists of two periods — a "Development Term" and an "Operations Term" (together the "Term"). The Development Tenn is seven (7) years from the date of the Lease. The Operations Term starts on the Commercial Operations Date and continues until the date that is forty (40) years after this date. "Commercial Operations Date" means the earlier of the first day all Wind Turbines in the project of which the Premises is a part deliver electricity in commercial quantities or LRED- Land Lease and Wind Easement -- CONFIDENTIAL Page 1 of 6 the date set forth as the Commercial Operations Date in a notice from Lessee to Lessor. x4. By the Lease, Lessor grants Lessee certain exclusive and non-exclusive ?-C rights. Lessor leases exclusively to Lessee and Lessee leases from Lessor the Premises for the sole purposes of. all as Lessee determines in its sole discretion are 0�w_ necessary: (a) constructing, installing, operating and maintaining wind energy .61 conversion turbines (the "Wind Turbine(s)"), wind resource and weather uo�� measurement equipment. laydown and staging areas, operations and maintenance o e ° buildings, fences, supporting structures, foundations and pads. footings, electrical Li.is' transformers, fixtures, and storage equipment, electric collection and distribution wE E and transmission lines, access roads, and related facilities and equipment maw`. - se_* (hereinafter "Wind Facilities") on the Premises; and. (b) Y performing actions. nm- studies, and tests related to the evaluation and investigation by Lessee of the 0),.., — suitability of the Premises for these purposes, including inspecting and surveying the .1- es; Q Premises, performing archaeological, avian, bat, geologic, and soils studies and tests, Nip performing electrical interconnection and transmission studies and tests, and an@ performing environmental and wildlife inspections, studies, and surveys. Lessor 41 V. consents to Lessee's location of the Wind Facilities at any location on or off the Premises, including at or near property lines. Also. the Lease grants Lessee the right to obtain a setback waiver from Lessor if the Lease is terminated as of the Commercial Operations Date. Further, the Lease requires Lessor to grant for the Term separate easements, leases, licenses, privileges, or other rights in or to the Premises, including for access and transmission purposes and even if the remainder of the Lease is terminated. 5. The Lease also, among other things: (a) limits Lessor's use of the Premises during the Term; (b) requires Lessor to grant such further easements for access and utility purposes as Lessee may require; (c) prohibits any activities, whether on or off the Premises, that interfere with the project, including with the flow of wind on the Premises; (d) includes an express grant of a wind easement; (e) includes a requirement that Lessor divide the Premises into multiple separate leases for separate projects if requested to do so by Lessee; (f) includes a waiver by Lessor of any interest in the Wind Facilities, including any potential lien rights; (g) addresses the rights of the parties in the case of a condemnation of all or part of the Premises; (h) authorizes Lessee to satisfy Lessor's obligations that may become a lien or encumbrance on the Premises or Wind Facilities; and, (i) includes limited remedies and prohibits certain remedies. 6. The Lease runs with the Premises and includes a quiet enjoyment clause. 7. The Lease includes broad assignment and finance -related provisions in favor of Lessee, including: (a) the right of Lessee and its assignees to assign (including by assignment or sublease) all or part of their rights under the Lease and/or the Wind Facilities, including for collateral security purposes; (b) the right of LRED- Land Lease and Wind Easement -- CONFIDENTIAL Page 2 of 6 Lessee or its assignees to mortgage all or any part of their interest in the Lease: (c) the obligation of Lessor to give Lessee and its Lenders (which are Lessee's collateral assignees) notice of defaults; (d) the right of Lenders or assignees to exercise Lessee's rights under the Lease and/or take title to the Lease, Wind Facilities. and/or Lessee's rights under the Lease (but as provided for in the Lease Lenders have no obligations under the Lease unless and until they hold a direct interest in the Lease); (e) limited bases for termination (i.e. only in the case of uncured monetary defaults and after expiration of all applicable cure periods); (f) cure rights in favor of Lessee and Lenders and separate cure periods for Lessee and Lenders; (f) restrictions on Lease amendments if Lessee's interests in the Lease have been mortgaged; and, (g) the obligation of Lessor to execute a new lease if the Lease is terminated. 8. The conditions, covenants, definitions (including the definition of capitalized terms not defined in this Short Form), limitations, restrictions, and terms governing the encumbrances imposed on the Premises, restrictions on use of the Premises, and rights granted in and to the Premises are set forth in the Lease. Without limitation, and except as expressly authorized by the Lease, these include Lessor's covenant to not grant any third party any rights to evaluate or develop the Premises. Also, the Lease specifies limitations, requirements, and/or restrictions, on: (a) the conveyance and development of mineral rights associated with the Premises; (h) interference with the project and/or with the rights granted in the Lease; and/or, (c) "severance" of wind rights associated with the Premises or revenue related to the Lease. 9. Also by the Lease Lessor covenants: (a) to cooperate with Lessee to obtain a non -disturbance and subordination agreement from each holder of an interest in the Premises; (b) to amend the Lease as Lessee may request in connection with its financing; and, (c) to execute consents, estoppel certificates, or other documents as Lessee may request from time -to -time. The Lease also restricts lessor's right to transfer its payments or rights under the Lease. 10. The Parties have executed and recorded this Short Form for the purpose of giving record notice of the Lease, of the exclusive easements. leases, and rights it grants. and of certain restrictions it imposes. All of the conditions, covenants, and terms regarding the Lease are more particularly set forth in the Lease, which is incorporated by this reference. In the event of any conflict between the conditions and terms set forth in this Short Form and the conditions and terms set forth in the Lease, the conditions and terms of the Lease will control and govern. This Short Form may be executed and/or recorded in counterparts. SIGNATURE PAGES FOLLOW LRED- Land Lease and Wind Easement CONFIDENTIAL Page 3 of 6 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT O — U Jy > -r 3 sbn isto 2 op3� 4%-a o v — LL o oia.3 lI a_N — i 01U • .1 a tip �N o Nor �..31M IN WITNESS WHEREOF. the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above. LESSOR: GLEN KLAWONN AND JILL KLAWONN Glen Klawonn 1f fill Klawonn STATE OF < <, )ss. COUNTY OF s On .. ; ),,,Z.? 20 ) 7, before me, the undersigned. a Notary Public in and for said County and State, personally appeared"' personally known to me (or proved to me on the basis of satisfactory' evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies). and that by his/her/their signature(s) on the instrument the person(s). or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal. --Notary Public Commission Expires: SARAH1aiJERDALE NOTARY PUf3LICli COUNTY Q LARAMIEttt y WYC4'NG MYC'eM 9ESSION LRED- Land Lease and Wind Easement -- CONFIDENTIAL Page 4 of 6 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above. LESSEE: LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC By: Name: Title: ACKNOWLEDGEMENT STATE OF f j -k3 COUNTY OF DO- )ss. On Aiviht.b.ti 7Z- , 20 (7, before me, the undersigned, a Notary Public in and for said County and State, personally appeared ''i-°rAll `-°c€rsonally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal. Notary Public C Commission Expires: G5 /y ALEXANDRIA D. PALMER Notary Public, State of Texas Comm. Expires 05.24.2621 ''`,Fr, Notary ID 128573821 LRED- Land Lease and Wind Easement -- CONFIDENTIAL Page 5 of 6 EXHIBIT A TO SHORT FORM OF LAND LEASE AND WIND EASEMENT } O V ti ++ N O 03 3rl W L 0to U d- ant LTh 4 nr.1O . N • O1Ya- U) � ONCr = DESCRIPTION OF THE LAND THAT CERTAIN REAL PROPERTY LOCATED IN WELD COUNTY, COLORADO N1/2 of Section 32, Township 12 North, Range 59 West of the 6th P.M.. County of Weld, State of Colorado. LRED- Land Lease and Wind Easement— CONFIDENTIAL Page 6 of 6 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Leeward Renewable Energy, LLC 6588 N. Central Expressway, Ste. 500 aitas, DE v (Space above this line for Recorder's use only) 4357913 Pages: 1 of 6 12/06/2017 09.23 AM R Fee:$38.00 Carly KoPoes, Clerk and Recorder. Weld County, CO ■l!! h+f .r!'ti#tji�+�l�rr'4��,'��J• ' �hri C' I '�� 1>�J Wr 1 I! it l SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT THIS SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT ("Short Form") is made and entered on 22,- , 2017, by and between Glen Klawonn whose residence/mailing address is g . ) c_ ; 6 9 : f ., `; -1''� G + v 62, ("Lessor'). and Leeward Renewable Energy Development, LLC, a Delaware limited liability company, whose address is 6688 North Central Expressway, Suite 500, Dallas, TX 75206 ("Lessee") (Lessor and Lessee the "Parties" and each a "Party"), and provides as follows: WITNESSETH The Parties agree: 1. The Parties have entered into a Land Lease and Wind Easement ("Lease") dated 2 z L t, k , 2017. The Lease grants Lessee exclusive rights in and to certain land more particularly described in the attached Exhibit A ("Premises"). The Lease also restricts certain uses of and grants certain interests in and to the Premises. 2. Generally, the Lease: (a) concerns the development of wind energy project(s) by Lessee involving the Premises: (b) grants Lessee easements, leases_ and other rights related to the Premises; and, (c) limits, prohibits, and restricts other development or use(s) of the Premises that interfere with the rights granted Lessee by the Lease. 3. The Lease consists of two periods — a "Development Term'" and an "Operations Term" (together the "Term"). The Development Term is seven (7) years from the date of the Lease. The Operations Term starts on the Commercial Operations Date and continues until the date that is forty (40) years after this date. "Commercial Operations Date" means the earlier of the first day all Wind Turbines in the project of which the Premises is a part deliver electricity in commercial quantities or LRED- Land Lease and Wind Easement -- CONFIDENTIAL Page I of 6 the date set forth as the Commercial Operations Date in a notice from Lessee to Lessor. 2 4. By the Lease, Lessor grants Lessee certain exclusive and non-exclusive ' rights. Lessor leases exclusively to Lessee and Lessee leases from Lessor the 3 Premises for the sole purposes of, all as Lessee determines in its sole discretion are necessary: (a) constructing, installing, operating and maintaining wind energy m conversion turbines (the "Wind Turbine(s)"), wind resource and weather u3�� measurement equipment, laydown and staging areas. operations and maintenance v� buildings, fences. supporting structures, foundations and pads. footings. electrical ° 0, transformers, fixtures, and storage equipment, electric collection and distribution NLL m� g �� and transmission lines, access roads, and related facilities and equipment .. a� Oa gi 701 (hereinafter "Wind Facilities") on the Premises; and, (b) performing actions, a N studies, and tests related to the evaluation and investigation by Lessee of the m suitability of the Premises for these purposes, including inspecting and surveying the r m! Premises, performing archaeological, avian, bat, geologic, and soils studies and tests, el 64 ti performing electrical interconnection and transmission studies and tests, and tim T performing environmental and wildlife inspections, studies, and surveys. Lessor ��8M consents to Lessee's location of the Wind Facilities at any location on or off the Premises, including at or near property lines. Also, the Lease grants Lessee the right to obtain a setback waiver from Lessor if the Lease is terminated as of the Commercial Operations Date. Further. the Lease requires Lessor to grant for the Term separate easements, leases, licenses, privileges, or other rights in or to the Premises, including for access and transmission purposes and even if the remainder of the Lease is terminated. >. The Lease also, among other things: (a) limits Lessor's use of the Premises during the Term; (b) requires Lessor to grant such further easements for access and utility purposes as Lessee may require; (c) prohibits any activities. whether on or off the Premises, that interfere with the project, including with the flow of wind on the Premises; (d) includes an express grant of a wind easement; (e) includes a requirement that Lessor divide the Premises into multiple separate leases for separate projects if requested to do so by Lessee; (f) includes a waiver by Lessor of any interest in the Wind Facilities, including any potential lien rights; (g) addresses the rights of the parties in the case of a condemnation of all or part of the Premises; (h) authorizes Lessee to satisfy Lessor's obligations that may become a lien or encumbrance on the Premises or Wind Facilities; and. (i) includes limited remedies and prohibits certain remedies. 6. The Lease runs with the Premises and includes a quiet enjoyment clause. 7. The Lease includes broad assignment and finance -related provisions in favor of Lessee, including: (a) the right of Lessee and its assignees to assign (including by assignment or sublease) all or part of their rights under the Lease and/or the Wind Facilities, including for collateral security purposes; (b) the right of LRED- Land Lease and Wind Easement -- CONFIDENTIAL Page 2 orb Lessee or its assignees to mortgage all or any part of their interest in the Lease; (c) the obligation of Lessor to give Lessee and its Lenders (which are Lessee's collateral assignees) notice of defaults; (d) the right of Lenders or assignees to exercise Lessee's rights under the Lease and/or take title to the Lease, Wind Facilities, and/or Lessee's rights under the Lease (but as provided for in the Lease Lenders have no obligations under the Lease unless and until they hold a direct interest in the Lease); (e) limited bases for termination (i.e. only in the case of uncured monetary defaults and after expiration of all applicable cure periods); (f) cure rights in favor of Lessee and Lenders and separate cure periods for Lessee and Lenders; (f) restrictions on Lease amendments if Lessee's interests in the Lease have been mortgaged; and, (g) the obligation of Lessor to execute a new lease if the Lease is terminated. S. The conditions, covenants, definitions (including the definition of capitalized terms not defined in this Short Form), limitations, restrictions, and terms governing the encumbrances imposed on the Premises, restrictions on use of the Premises, and rights granted in and to the Premises are set forth in the Lease. Without limitation, and except as expressly authorized by the Lease, these include Lessor's covenant to not grant any third party any rights to evaluate or develop the Premises. Also, the Lease specifies limitations, requirements, and/or restrictions, on: (a) the conveyance and development of mineral rights associated with the Premises; (b) interference with the project and/or with the rights granted in the Lease; and/or. (c) "severance" of wind rights associated with the Premises or revenue related to the Lease. 9. Also by the Lease Lessor covenants: (a) to cooperate with Lessee to obtain a non -disturbance and subordination agreement from each holder of an interest in the Premises; (h) to amend the Lease as Lessee may request in connection with its financing; and, (c) to execute consents, estoppel certificates, or other documents as Lessee may request from time -to -time. The Lease also restricts Lessor's right to transfer its payments or rights under the Lease. 10. The Parties have executed and recorded this Short Form for the purpose of giving record notice of the Lease, of the exclusive easements, leases, and rights it grants, and of certain restrictions it imposes. All of the conditions, covenants, and terms regarding the Lease are more particularly set forth in the Lease. which is incorporated by this reference. In the event of any conflict between the conditions and terms set forth in this Short Form and the conditions and terms set forth in the Lease. the conditions and terms of the Lease will control and govern. This Short Form may be executed and/or recorded in counterparts. SIGNATURE PAGES FOLLOW LRED- Land Lease and Wind Easement -- CONFIDENTIAL Page 3 of 6 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT a IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set 0 forth above. 0;4' � .4- 6,3 OWL —La u m LESSOR: GLEN KLAWONN a�iQ`= m" Glen Klawonn STATE OF )ss. COUNTY OF On .!r' 20 =7, before me, the undersigned, a Notary Public in and for said County and State, personally appeared )c, ; �. '.' , 1 personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted. executed the within instrument. WITNESS my hand and official seal. Notary Public Commission Expires: SAR1�H ICNEBBALE NOTARY FUEL IC 'ARAM E rfn,ARiPIG MI!;GiVIMISSI0' LRED- Land Lease and Wind Easement -- CONFIDENTIAL Page 4 of 6 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above. LESSEE: LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC By: Name: Title: ACKNOWLEDGEMENT STATE OF ottS COUNTY OF IICC )ss. On kilo ver h ZZ , 20 I , before me, the undersigned, a Notary Public in and for said County and State, personally appeared C'.''1 " , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal.., }}/I Notary Public Commission Expires: G,5 ay/ l LRED- Land Lease and Wind Easement-- CONFIDENTIAL Page 5 of 6 EXHIBIT A TO SHORT FORM OF LAND LEASE AND WIND EASEMENT DESCRIPTION OF THE LAND THAT CERTAIN REAL PROPERTY LOCATED 1N WELD COUNTY, COLORADO Parcel 1: NW I/4 of Section 19, Township 12 North, Range 59 West of the 6th P.M., County of Weld. State of Colorado. Parcel 2: SE1/4 of Section 19, Township 12 North, Range 59 West of the 6th P.M., County of Weld, State of Colorado. Parcel 3: NE1/4 of Section 19. Township 12 North, Range 59 West of the 6th P.M., County of Weld, State of Colorado. Parcel 4: S1/2 of Section 20, Township 12 North. Range 59 West of the 6th P.M.. County of Weld, State of Colorado. Parcel 5: N 1/2 of Section 20, Township 12 North, Range 59 West of the 6th P.M., County of Weld, State of Colorado. Parcel 6: NW1/4 /4 of Section 21, Township 12 North, Range 59 West of the 6th P.M., County of Weld. State of Colorado. Parcel 7: S1/2 of Section 21, Township 12 North, Range 59 West of the bth P.M., County of Weld, State of Colorado. LRED- Land Lease and Wind Easement -- CONf IDENTIAL Page 6 of 6 4357915 Pages: 1 of 6 12/06/2017 09:23 RM R Fee:$38,00 Carly Koppes Clerk and Recorder, Weld County. CO Pm-paiitA tuu RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: leeward Renewable Energy, LLC 6888-N re,tfa! Expressway, Stc. 500 Da/las, TX 75206 (Space above this line for Recorder's use only) SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT THIS SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT ("Short Form'`) is made and entered on ' , 2017, by and between Glen Klawonn and Verla Souders whose residence/mailing address is rt.- i I L- ' i ("Lessor"), and Leeward Renewable Energy Development, LLC, a Delaware limited liability company, whose address is 6688 North Central Expressway, Suite 500. Dallas, TX 75206 ("Lessee") (Lessor and Lessee the "Parties" and each a "Party"), and provides as follows: WITNESSETH The Parties agree: 1. The Parties have entered into a Land Lease and Wind Easement ("Lease") dated 2 y � v , 2017. The Lease grants Lessee exclusive rights in and to certain land more particularly described in the attached Exhibit A ("Premises"). The Lease also restricts certain uses of and grants certain interests in and to the Premises. 2. Generally, the Lease: (a) concerns the development of wind energy project(s) by Lessee involving the Premises; (b) grants Lessee easements, leases, and other rights related to the Premises; and. (c) limits, prohibits, and restricts other development or use(s) of the Premises that interfere with the rights granted Lessee by the Lease. 3. The Lease consists of two periods a "Development Term" and an "Operations Term" (together the "Term"). The Development Term is seven (7) years from the date of the Lease. The Operations Term starts on the Commercial Operations Date and continues until the date that is forty (40) years after this date. "Commercial Operations Date" means the earlier of the first day all Wind Turbines in the project of which the Premises is a part deliver electricity in commercial quantities or ill LRED- Land Lease and Wind Easement -- CONFIDENTIAL Page 1 of 6 the date set forth as the Commercial Operations Date in a notice from Lessee to Lessor. 4. By the Lease. Lessor grants Lessee certain exclusive and non-exclusive rights. Lessor leases exclusively to Lessee and Lessee leases from Lessor the Premises for the sole purposes of, all as Lessee determines in its sole discretion are necessary: (a) constructing, installing, operating and maintaining wind energy conversion turbines (the "Wind Turbine(s)"), wind resource and weather measurement equipment, laydown and staging areas, operations and maintenance buildings, fences, supporting structures, foundations and pads, footings, electrical transformers. fixtures, and storage equipment, electric collection and distribution and transmission lines, access roads, and related facilities and equipment (hereinafter "Wind Facilities") on the Premises; and, (b) performing actions, studies, and tests related to the evaluation and investigation by Lessee of the suitability of the Premises for these purposes, including inspecting and surveying the Premises, performing archaeological. avian, bat, geologic, and soils studies and tests, performing electrical interconnection and transmission studies and tests, and performing environmental and wildlife inspections, studies, and surveys. Lessor consents to Lessee's location of the Wind Facilities at any location on or off the Premises, including at or near property lines. Also, the Lease grants Lessee the right to obtain a setback waiver from Lessor if the Lease is terminated as of the Commercial Operations Date. Further, the Lease requires Lessor to grant for the Term separate easements, leases, licenses. privileges, or other rights in or to the Premises, including for access and transmission purposes and even if the remainder of the Lease is terminated. �. The Lease also, among other things: (a) limits Lessor's use of the Premises during the Term; (b) requires Lessor to grant such further easements for access and utility purposes as Lessee may require; (c) prohibits any activities, whether on or off the Premises, that interfere with the project, including with the flow of wind on the Premises; (d) includes an express grant of a wind easement: (e) includes a requirement that Lessor divide the Premises into multiple separate leases for separate projects if requested to do so by Lessee; (f) includes a waiver by Lessor of any interest in the Wind Facilities, including any potential lien rights; (g) addresses the rights of the parties in the case of a condemnation of all or part of the Premises; (h) authorizes Lessee to satisfy Lessor's obligations that may become a lien or encumbrance on the Premises or Wind Facilities: and, (i) includes limited remedies and prohibits certain remedies. 6. The Lease runs with the Premises and includes a quiet enjoyment clause. 7. The Lease includes broad assignment and finance -related provisions in favor of Lessee, including: (a) the right of Lessee and its assignees to assign (including by assignment or sublease) all or part of their rights under the Lease and/or the Wind Facilities, including for collateral security purposes; (b) the right of LRED- Land Lease and Wind Easement -- CONFIDENTIAL Page 2 of 6 L IIN m- • a0 P) o m� Li_ fr cm le mu I.- an e a- . -4r4 O 10ID MN limo Lessee or its assignees to mortgage all or any part of their interest in the Lease: (c) the obligation of Lessor to give Lessee and its Lenders (which are Lessee's collateral assignees) notice of defaults; (d) the right of Lenders or assignees to exercise Lessee's rights under the Lease and/or take title to the Lease, Wind Facilities, and/or Lessee's rights under the Lease (hut as provided fir in the Lease Lenders have no obligations under the Lease unless and until they hold a direct interest in the Lease); (e) limited bases for termination (i.e. only in the case of uncured monetary defaults and after expiration of all applicable cure periods); (f) cure rights in favor of Lessee and Lenders and separate cure periods for Lessee and Lenders; (f) restrictions on Lease amendments if Lessee's interests in the Lease have been mortgaged; and, (g) the obligation of Lessor to execute a new lease if the Lease is terminated. 8. The conditions, covenants, definitions (including the definition of capitalized terms not defined in this Short Form), limitations, restrictions, and terms governing the encumbrances imposed on the Premises, restrictions on use of the Premises, and rights granted in and to the Premises are set forth in the Lease. Without limitation, and except as expressly authorized by the Lease, these include Lessor's covenant to not grant any third party any rights to evaluate or develop the Premises. Also. the Lease specifies limitations, requirements, and/or restrictions, on: (a) the conveyance and development of mineral rights associated with the Premises: (h) interference with the project and/or with the rights granted in the Lease; and/or, (c) "severance" of wind rights associated with the Premises or revenue related to the Lease. 9. Also by the Lease Lessor covenants: (a) to cooperate with Lessee to obtain a non -disturbance and subordination agreement from each holder of an interest in the Premises; (b) to amend the Lease as Lessee may request in connection with its financing; and. (c) to execute consents, estoppel certificates., or other documents as Lessee may request from time -to -time. The Lease also restricts Lessor's right to transfer its payments or rights under the Lease. 10. The Parties have executed and recorded this Short Form for the purpose of giving record notice of the Lease, of the exclusive easements, leases, and rights it grants, and of certain restrictions it imposes. All of the conditions, covenants, and terms regarding the Lease are more particularly set forth in the Lease, which is incorporated by this reference. In the event of any conflict between the conditions and terms set forth in this Short Form and the conditions and terms set forth in the Lease, the conditions and terms of the Lease will control and govern. This Short Form may be executed and/or recorded in counterparts. SIGNATURE PAGES FOLLOW LRED- Land Lease and Wind Easement -- CONFIDENTIAL Page 3 of G SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above. LESSOR: GLEN KLAWONN AND VERLA SOUDERS Glen Klawonn Verla Souders STATE OF L .. COUNTY OF )ss. On e; ,,, )i , 20 , I , before me, the undersigned, a Notary Public in and for said County and State, personally appeared persOrially known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal. Notary Public Commission Expires: 1 5ARAHICOVERDALE NOTARY PUBLIC # COUNTY Of EVErF LARAMIE 1 y4 MINC MY COMME EO E.X?tp ES LRED- Land Lease and Wind Easement — CONFIDENTIAL Page 4 of 6 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above. LESSEE: LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC By: Name: � ' ; -(1_- Title: ACKNOWLEDGEMENT STATE OF COUNTY OF )ss. } On /t/ i oo . Z , 20 I before me, the undersigned, a Notary Public in and for said County and State, personally appeared n�,, ,, r, r personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies). and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted. executed the within instrument. WITNESS my hand and official seal. Notary Public Commission Expires: 571/ s--/ dL,.:2 �l... O'ara"iy ALEXANDRIA D. PALMER zi. e,_ Nolan,' Public, State of Texas 1".k",•.,77 Cc'rnm- Exoire3 05-24-2021 'pkof,' Notary !D 128579321 iI LRED- Land Lease and Wind Easement -- CONFIDENTIAL Page 5 of 6 EXHIBIT A TO SHORT FORM OF LAND LEASE AND WIND EASEMENT DESCRIPTION OF THE LAND THAT CERTAIN REAL PROPERTY LOCATED IN WELD COUNTY. COLORADO S W 114 of Section 19, Township 12 North, Range 59 West of the 6th P.M., County of Weld, State of Colorado. LRED- Land Lease and Wind Easement -- CONFIDENTIAL Page 6 of 6 4420201 Pages: 1 of 6 08/02/2018 10:02 AM R Fee:$38.00 Carly Koppes. Clerk and Recorder. Weld County, CO ■III EIFJPI RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Leeward Renewable Energy, LLC 6688 N. Central Expressway, Ste. 500 (1 e (Space above this line for Recorder's use only) SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT THIS SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT ("Short Form'`) is made and entered on 3�1 , 20I°), by and between David L. Klinginsmith and Beth M. Klinginsmith whose residence/mailing address is bL OC t jL h I(=1 �;ti y� I i Y. ("Lessor"). and Leeward Renewable Energy Development, LLC, a Delaware limited liability company, whose address is 6688 Central Expressway, Suite 500, Dallas, Texas 75206 ("Lessee") (Lessor and Lessee the "Parties" and each a "Party"), and provides as follows: WITNESSETH The Parties agree: I. The Parties have entered into a Land Lease and Wind Easement ("Lease") dated._.], ,1 2 C, 201 . The Lease grants Lessee exclusive rights in and to certain land more particularly described in the attached Exhibit A ("Premises"). The Lease also restricts certain uses of and grants certain interests in and to the Premises. 2. Generally, the Lease: (a) concerns the development of wind energy projects) by Lessee involving the Premises; (b) grants Lessee easements, leases, and other rights related to the Premises; and, (c) limits, prohibits, and restricts other development or use(s) of the Premises that interfere with the rights panted Lessee by the Lease. 3. The Lease consists of two periods — a "Development Term" and an "Operations Term" (together the "Term"). The Development Term is seven (7) years from the date of the Lease. The Operations Term starts on the Commercial Operations Date and continues until the date that is forty (40) years after this date. "Commercial Operations Date" means the earlier of the first day all Wind Turbines in the project of which the Premises is a part deliver electricity in commercial quantities or the date set forth as the Commercial Operations Date in a notice from Lessee to Lessor. LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 1 of 6 4. By the Lease, Lessor grants Lessee certain exclusive and non-exclusive rights. Lessor leases exclusively to Lessee and Lessee leases from Lessor the Premises for the sole purposes of, all as Lessee determines in its sole discretion are necessary: (a) constructing, installing, operating and maintaining wind energy conversion turbines (the "Wind Turbine(s)"), wind resource and weather measurement equipment, laydown and staging areas, operations and maintenance buildings, fences, substations, supporting structures, foundations and pads, footings, electrical transformers, fixtures, and storage equipment, electric collection and distribution and transmission lines, access roads, interconnection and switching facilities and related facilities and equipment (hereinafter "Wind Facilities") on the Premises; and, (b) performing actions, studies, and tests related to the evaluation and investigation by Lessee of the suitability of the Premises for these purposes, including inspecting and surveying the Premises, performing archaeological, avian, bat, geologic, and soils studies and tests, performing electrical interconnection and transmission studies and tests, and performing environmental and wildlife inspections, studies, and surveys. Lessor consents to Lessee's location of the Wind Facilities at any location on or off the Premises, including at or near property lines. Also. the Lease grants Lessee the right to obtain a setback waiver from Lessor if the Lease is terminated as of the Commercial Operations Date. Further, the Lease requires Lessor to grant for the Term separate easements, leases, licenses, privileges, or other rights in or to the Premises, including for access and transmission purposes and even if the remainder of the Lease is terminated. S. The Lease also, among other things: (a) limits Lessor's use of the Premises during the Term; (b) requires Lessor to grant such further easements for access and utility purposes as Lessee may require; (c) prohibits any activities, whether on or off the Premises, that interfere with the project, including with the flow of wind on the Premises; (d) includes an express grant of a wind easement; (e) includes a requirement that Lessor divide the Premises into multiple separate leases for separate projects if requested to do so by Lessee; (f) includes a waiver by Lessor of any interest in the Wind Facilities, including any potential lien rights; (g) addresses the rights of the parties in the case of a condemnation of all or part of the Premises: (h) authorizes Lessee to satisfy Lessor's obligations that may become a lien or encumbrance on the Premises or Wind Facilities; and, (i) includes limited remedies and prohibits certain remedies. 6. The Lease runs with the Premises and includes a quiet enjoyment clause. 7. The Lease includes broad assignment and finance -related provisions in favor of Lessee, including: (a) the right of Lessee and its assignees to assign (including by assignment or sublease) all or part of their rights under the Lease and/or the Wind Facilities, including for collateral security purposes; (b) the right of Lessee or its assignees to mortgage all or any part of their interest in the Lease; (c) the obligation of Lessor to give Lessee and its Lenders (which are Lessee's collateral assignees) notice of defaults: (d) the right of Lenders or assignees to exercise Lessee's rights under the Lease and/or take title to the Lease, Wind Facilities, and/or Lessee's rights under the Lease (but as provided for in the Lease Lenders have no obligations under LRED-Land Lease and Wind Easement -- CONFIDENTIA Page 2 of 6 4420201 Pages: 2 of 6 08/02/2018 10:02 RM R Fee:$38.00 Carly Koppes, Clerk and Recorder Weld County, CO 1111 the Lease unless and until they hold a direct interest in the Lease); (e) limited bases for termination (i.e. only in the case of uncured monetary defaults and after expiration of all applicable cure periods); (f) cure rights in favor of Lessee and Lenders and separate cure periods for Lessee and Lenders; (f) restrictions on Lease amendments if Lessee's interests in the Lease have been mortgaged: and, (g) the obligation of Lessor to execute a new lease if the Lease is terminated. 8. The conditions, covenants, definitions (including the definition of capitalized terms not defined in this Short Form), limitations, restrictions, and terms governing the encumbrances imposed on the Premises, restrictions on use of the Premises, and rights granted in and to the Premises are set forth in the Lease. Without limitation, and except as expressly authorized by the Lease, these include Lessor's covenant to not grant any third party any rights to evaluate or develop the Premises. Also, the Lease specifies limitations, requirements, and/or restrictions, on: (a) the conveyance and development of mineral rights associated with the Premises; (h) interference with the project and/or with the rights granted in the Lease; and/or, (c) "severance" of wind rights associated with the Premises or revenue related to the Lease. 9. Also by the Lease Lessor covenants: (a) to cooperate with Lessee to obtain a non -disturbance and subordination agreement from each holder of an interest in the Premises; (h) to amend the Lease as Lessee may request in connection with its financing; and, (c) to execute consents, estoppel certificates, or other documents as Lessee may request from time -to -time. The Lease also restricts Lessor's right to transfer its payments or rights under the Lease. 10. The Parties have executed and recorded this Short Form for the purpose of giving record notice of the Lease, of the exclusive easements, leases, and rights it grants, and of certain restrictions it imposes. All of the conditions, covenants, and terms regarding the Lease are more particularly set forth in the Lease, which is incorporated by this reference. In the event of any conflict between the conditions and terms set forth in this Short Form and the conditions and terns set forth in the Lease, the conditions and terms of the Lease will control and govern. This Short Form may he executed and/or recorded in counterparts. SIGNATURE PAGES FOLLOW 4420201 Pages: 3 of 6 08/02/2018 10:02 AM R Fee:$38.00 Carly Koppes Clerk and Recorder, Weld County, CO 1111 110111�1miIll LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 3 of 6 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above. LESSOR: DAVID L. KLINGINSMITH AND BETH M. KLINGINSMITH David L. Klinginsm 7')1 Beth M. Klinginsmith STATE OF !I\j COUNTY OF I/U Vi`lb ,) On , LA Li 20 g, before me, the undersigned, a Notary Public in and for said County and State, personally appeared bav,d1+ R V 1.v j.-4;5`"Pgrsonally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted. executed the within instrument. )ss. WITNESS my hand and official seal. r, Nick ry Public Commission Expires:C , =� GENERAL NOTARY • State of Nebraska JAMIE H. BRIGHT My Comm. Exp. Jan. 03.2022 4420201 Pages: 4 of 6 08/02/2018 10:02 AM R Fee:$38.00 Carly Koppel, Clerk and Recorder, Weld County, Co 11111 LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 4 of 6 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above. LESSEE: LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC r Name Title: �✓ i :�L 3),,'i ACKNOWLEDGEMENT STATE OF / COUNTY OF 1/64.-/,/4-S )ss. On 13/ , 20 7S, before me, the undersigned, a Notary Public in and for said County and State, personally appeared, ,eg,,F4,, , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal. Notary Public Commission Expires: i %0RYP"`'i ALEXANDRIA D. PALMER $.:..Notary Public, State of Texas ;; �� Comm. Expires 05-24-2021 `''�;°.-Notary ID 128579821 4420201 Pages: 5 of S 08/02/2018 10:02 AM R Fee:$38.00 Carly Koppes, Clerk and Recorder, Weid County, CO VIII M1��AiK��11,��,1,� Yl��4L#fil'i�I��W�h III III LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 5 of 6 EXHIBIT A TO SHORT FORM OF LAND LEASE AND WIND EASEMENT DESCRIPTION OF THE LAND THAT CERTAIN REAL PROPERTY LOCATED IN `JU ( COUNTY. COLORADO Tract 1: NE `/ of Section 32, Township 12 North, Range 57 West of the 6111 P.M., County of Weld, State of Colorado. Tract 2 All of Section 1, Township 11 North, Range 59 West of the 6th P.M., County of Weld, State of Colorado. Tract 3: S 1/2 of Section 12, Township 1I North, Range 59 West of the 6th P.M., County of Weld, State of Colorado. Tract 4: A part of the North '/ of Section 12, Township 11 North, Range 59 West of the 6;i' P.M., County of Weld, State of Colorado, excepting the Parcel described in the Deed recorded under Document Number 1531260. deed records of Weld County, Colorado. Tract 5 North % of Section 1, Township 11 North, Range 58 West of the 6`h P.M., County of Weld, State of Colorado, excepting the OG&M property. Tract 6: All of Section 6, Township 11 North, Range 58 West of the 6'11 P.M., County of Weld, State of Colorado, excepting the OG&M property on the N 1/2. 4420201 Pages: 6 of 6 08/02/2018 10:02 AM R Fee:$38.00 Carly Koppes, CIerk and Recorder, WeId County. CO III LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 6 of 6 4435614 Pages: 1 of 6 10/02/2018 11:13 AM R Fee:838.00 Carly Koppes. Clerk and Recorder Weld County, CO Ii41014110flii�'kiWi'��L� RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Leeward Renewable Energy, LLC 5688 N. Central Expressway, Ste. 500 Dallas, Tx 75 0& btrci -Welk) (Space above this line for Recorder's use only) SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT THIS SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT ("Short Form") is made and entered on jq;,_� r , 20j , by and between Earl Dwight Klinginsmith whose residence/fnailing address is ("Lessor"), and Leeward Renewable Ylovi n l�f r nergy Development, LLC, a Delaware limited liability company, whose address is y i 1 f/ (6688 Central Expressway, Suite 500, Dallas, Texas 75206 ("Lessee') (Lessor and Lessee the `'Parties" and each a "Party"), and provides as follows: WITNESSETH The Parties agree: !. The Parties have entered into a Land Lease and Wind Easement ("Lease-) dated /'r \ . 1 I , 20 I . The Lease grants Lessee exclusive rights in and to certain land more particularly described in the attached Exhibit A ("Premises"). The Lease also restricts certain uses of and grants certain interests in and to the Premises. 2. Generally. the Lease: (a) concerns the development of wind energy project(s) by Lessee involving the Premises; (b) grants Lessee easements, leases, and other rights related to the Premises; and, (c) limits, prohibits, and restricts other development or use(s) of the Premises that interfere with the rights granted Lessee by the Lease. 3. The Lease consists of two periods — a "Development Term" and an "Operations Term" (together the "Term'). The Development Term is seven (7) years from the date of the Lease. The Operations Term starts on the Commercial Operations Date and continues until the date that is forty (40) years after this date. "Commercial Operations Date" means the earlier of the first day all Wind Turbines in the project of which the Premises is a part deliver electricity in commercial quantities or the date set forth as the Commercial Operations Date in a notice from Lessee to Lessor. LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 1 of 6 4. By the Lease, Lessor grants Lessee certain exclusive and non-exclusive rights. Lessor leases exclusively to Lessee and Lessee leases from Lessor the Premises for the sole purposes of, all as Lessee determines in its sole discretion are necessary: (a) constructing, installing, operating and maintaining wind energy conversion turbines (the "Wind Turbine(s)"), wind resource and weather measurement equipment, laydown and staging areas, operations and maintenance buildings, fences, substations, supporting structures, foundations and pads, footings, electrical transformers, fixtures, and storage equipment, electric collection and distribution and transmission lines, access roads, interconnection and switching facilities and related facilities and equipment (hereinafter "Wind Facilities") on the Premises; and, (b) performing actions, studies, and tests related to the evaluation and investigation by Lessee of the suitability of the Premises for these purposes, including inspecting and surveying the Premises, performing archaeological, avian, bat, geologic, and soils studies and tests, performing electrical interconnection and transmission studies and tests, and performing environmental and wildlife inspections, studies, and surveys. Lessor consents to Lessee's location of the Wind Facilities at any location on or off the Premises, including at or near property lines. Also. the Lease grants Lessee the right to obtain a setback waiver from Lessor if the Lease is terminated as of the Commercial Operations Date. Further, the Lease requires Lessor to grant for the Term separate easements, leases, licenses. privileges, or other rights in or to the Premises, including for access and transmission purposes and even if the remainder of the Lease is terminated. 5. The Lease also, among other things: (a) limits Lessor's use of the Premises during the Term; (b) requires Lessor to grant such further easements for access and utility purposes as Lessee may require; (c) prohibits any activities, whether on or off the Premises, that interfere with the project, including with the flow of wind on the Premises; (d) includes an express grant of a wind easement; (e) includes a requirement that Lessor divide the Premises into multiple separate leases for separate projects if requested to do so by Lessee; (f) includes a waiver by Lessor of any interest in the Wind Facilities, including any potential lien rights; (g) addresses the rights of the parties in the case of a condemnation of all or part of the Premises; (h) authorizes Lessee to satisfy Lessor's obligations that may become a lien or encumbrance on the Premises or Wind Facilities; and, (i) includes limited remedies and prohibits certain remedies. 6. The Lease runs with the Premises and includes a quiet enjoyment clause. 7. The Lease includes broad assignment and finance -related provisions in favor of Lessee, including: (a) the right of Lessee and its assignees to assign (including by assignment or sublease) all or part of their rights under the Lease and/or the Wind Facilities, including for collateral security purposes; (b) the right of Lessee or its assignees to mortgage all or any part of their interest in the Lease; (c) the obligation of Lessor to give Lessee and its Lenders (which are Lessee's collateral assignees) notice of defaults; (d) the right of Lenders or assignees to exercise Lessee's rights under the Lease and/or take title to the Lease, Wind Facilities, and/or Lessee's rights under the Lease (but as provided for in the Lease Lenders have no obligations under LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 2 of 6 _ the Lease unless and until they hold a direct interest in the Lease); (e) limited bases for termination (i.e. only in the case of uncured monetary defaults and after expiration MI of all applicable cure periods); (t) cure rights in favor of Lessee and Lenders and * separate cure periods for Lessee and Lenders; (f) restrictions on Lease amendments if ,_?..._= Lessee's interests in the Lease have been mortgaged; and, (g) the obligation of Lessor Y3 to execute a new lease if the Lease is terminated. m2 8. The conditions, covenants, definitions (including the definition of 4 capitalized terms not defined in this Short Form), limitations, restrictions, and terms `° w ,_ governing the encumbrances imposed on the Premises, restrictions on use of the SOD CLL o-� Premises, and rights granted in and to the Premises are set forth in the Lease. Without '`'irw limitation, and except as expressly authorized by the Lease, these include Lessor's a C covenant to not grant any third party any rights to evaluate or develop the Premises. .7(,)--c Also, the Lease specifies limitations, requirements, and/or restrictions, on: (a) the ii_� conveyance and development of mineral rights associated with the Premises; (b) m • interference with the project and/or with the rights ranted in the Lease; and/or, (c) cr... o-� "severance" of wind rights associated with the Premises or revenue related to the ID T Lease. Zrr!Mi 9. Also by the Lease Lessor covenants: (a) to cooperate with Lessee to obtain a non -disturbance and subordination agreement from each holder of an interest in the Premises; (h) to amend the Lease as Lessee may request in connection with its financing; and, (c) to execute consents, estoppel certificates, or other documents as Lessee may request from time -to -time. The Lease also restricts Lessor's right to transfer its payments or rights under the Lease. 10. The Parties have executed and recorded this Short Form for the purpose of giving record notice of the Lease, of the exclusive easements, leases, and rights it grants. and of certain restrictions it imposes. All of the conditions, covenants, and terms regarding the Lease are more particularly set forth in the Lease, which is incorporated by this reference. In the event of any conflict between the conditions and terms set forth in this Short Form and the conditions and terms set forth in the Lease, the conditions and terms of the Lease will control and govern. This Short Form may be executed and/or recorded in counterparts. SIGNATURE PAGES FOLLOW LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 3 of 6 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above. LESSOR: E,),-RL DW OIT KLINGINSIV1ITH. t� i I)// Earl Dwight klingin mith • STATE OF /./, J>t COUNTY OF ) )ss. On S, ek r.`aki- 11 20/5 , before me, the undersigned, a Notar Public in and for said County and State, personally appeared,. ( t�.v f j,� , ,,�r`'iersonally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS any_ land and official seal. Notary Public Commission Expires: A GENERAL NOTARY - State of Nebraska It MICHAEL PHILLIPS l',3'�°�+ My Comm. Exp. August 2, 20119 LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 4 of 6 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above. LESSEE: LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC By: --f---- - 1- t Name: ,,,„ t cti /`I , A �' Title: �' ,-- C. r' _ - ACKNOWLEDGEMENT STATE OF / ix /- -3 COUNTY OF IV]I As ) )ss. } On Jrzhc,11 7 , 20 14 before me, the undersigned, a Notary Public in and for said County and State, personally appeared /1-nd r�tr<. personally known to me (or roved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) (ware subscribed to the_ within instrument and acknowledged to me that she/they executed the same in is er/their authorized capacity(ies), and that by�his her/their signature(s) on the instrument the person(s), or the entity upon behalf oT which the person(s) acted, executed the within instrument. WITNESS my hand and official seal. - IN(/I"E-�Z(�.-{..Notary Public Public Commission Expires: z:)57,,,,„//p a i ALEXANDR3A D. PALMER ?z°O:' n -Notary Public, State of Texas .4-'•t2Comm. Expires 05-24.2021 ii,,,` Notary ID 128579821 LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 5 of 6 EXHIBIT A TO SHORT FORM OF LAND LEASE AND WEND EASEMENT DESCRIPTION OF THE LAND i) THAT CERTAIN REAL PROPERTY LOCATED INt COUNTY, COLORADO All of Section 7, Township 11 North, Range 58 West of the 6th P.M., County of Weld, State of Colorado. 4435614 Pages: 6 of 6 10/02/2018 11'.13 All R Fee:$38.00 Carly Koppes, Clerk and Recorder, Weld County, CO II III LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 6 of 6 4403274 Pages: 1 of 6 05/31/2018 10:34 AM R Fee:$38.00 Carly Koppes: Clerk and Recorder, Weld County, CO Eli 1��'��'�� 1Y 41�'rL�'' ti�SY��ll h II III Pu, pn .. 8 ar . RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: I PewOrd Renewable Energy, LLC 6588 N. Central Expressway, Ste. 500 Dallas, TX 75206 (Space above this line for Recorder's use only) SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND PURCHASE OPTION THIS SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND PURCHASE OPTION ("Short Form") is made and entered on t , 20 18, by and between Larry K. Klinginsmith whose residence/mailing address is ("Lessor"), and Leeward Renewable Energy Development, LLC, a Delaware limited liability company. whose address is 6688 Central Expressway, Suite 500, Dallas, Texas 75206 ("Lessee") (Lessor and Lessee the "Parties and each a "Party"), and provides as follows: WITNESSETH The Parties agree: I. The Parties have entered into a Land Lease and Wind Easement ("Lease") dated .fa0 , 20i b'. The Lease grants Lessee exclusive rights in and to certain land more particularly described in the attached Exhibit A ("Premises"). The Lease also restricts certain uses of and grants certain interests in and to the Premises. 2. Generally. the Lease: (a) concerns the development of wind energy project(s) by Lessee involving the Premises; (b) grants Lessee easements, leases, and other rights related to the Premises; and. (c) limits. prohibits. and restricts other development or use(s) of the Premises that interfere with the rights granted Lessee by the Lease. -3. The Lease consists of two periods — a "Development Term" and an "Operations Term" (together the "Term"). The Development Term is seven (7) years from the date of the Lease. The Operations Term starts on the Commercial Operations Date and continues until the date that is forty (40) years after this date. "Commercial Operations Date'" means the earlier of the first day all Wind Turbines in the project of which the Premises is a part deliver electricity in commercial quantities or the date set forth as the Commercial Operations Date in a notice from Lessee to Lessor. LRED- Short Form Land Lease and Wind Easement and Purchase Option -- CONFIDENTIAL Page I of 6 4. By the Lease, Lessor grants Lessee certain exclusive and non-exclusive rights. Lessor leases exclusively to Lessee and Lessee leases from Lessor the Premises for the sole purposes of, all as Lessee determines in its sole discretion are necessary: (a) constructing, installing, operating and maintaining wind energy conversion turbines (the "Wind Turbine(s)"), wind resource and weather measurement equipment, laydown and staging areas, operations and maintenance buildings, fences, substations, supporting structures, foundations and pads, footings, electrical transformers, fixtures, and storage equipment, electric collection and distribution and transmission lines, access roads, interconnection and switching facilities and related facilities and equipment (hereinafter "Wind Facilities") on the Premises; and. (b) performing actions, studies, and tests related to the evaluation and investigation by Lessee of the suitability of the Premises for these purposes, including inspecting and surveying the Premises, performing archaeological, avian, bat, geologic, and soils studies and tests, performing electrical interconnection and transmission studies and tests, and performing environmental and wildlife inspections, studies, and surveys. Lessor consents to Lessee's location of the Wind Facilities at any location on or off the Premises, including at or near property lines. Also, the Lease grants Lessee the right to obtain a setback waiver from Lessor if the Lease is terminated as of the Commercial Operations Date. Further. the Lease requires Lessor to grant for the Term separate easements, leases, licenses, privileges, or other rights in or to the Premises, including for access and transmission purposes and even if the remainder of the Lease is terminated. 5. The Lease also, among other things: (a) limits Lessor's use of the Premises during the Term; (b) requires Lessor to grant such further easements for access and utility purposes as Lessee may require; (c) prohibits any activities, whether on or off the Premises. that interfere with the project, including with the flow of wind on the Premises; (d) includes an express grant of a wind easement: (e) includes a requirement that Lessor divide the Premises into multiple separate leases for separate projects if requested to do so by Lessee; (t) includes a waiver by Lessor of any interest in the Wind Facilities, including any potential lien rights; (g) addresses the rights of the parties in the case of a condemnation of all or part of the Premises; (h) authorizes Lessee to satisfy Lessor's obligations that may become a lien or encumbrance on the Premises or Wind Facilities; and, (i) includes limited remedies and prohibits certain remedies. 6. Under the Lease, Lessor granted Lessee an exclusive irrevocable option. for fifteen (15) years after the date of this Lease, to purchase up to twenty (20) contiguous acres of the Premises ("Option Property"). If exercised, Lessor also would grant Lessee a perpetual appurtenant access easement for egress and ingress to the Option Property. 7. The Lease runs with the Premises and includes a quiet enjoyment clause. LRED- Short Form Land Lease and Wind Easement and Purchase Option -- CONFIDENTIAL Page 2 of 6 8. The Lease includes broad assignment and finance -related provisions in favor of Lessee, including: (a) the right of Lessee and its assignees to assign (including by assignment or sublease) all or part of their rights under the Lease and/or the Wind Facilities, including for collateral security purposes; (b) the right of Lessee or its assignees to mortgage all or any part of their interest in the Lease; (c) the obligation of Lessor to give Lessee and its Lenders (which are Lessee's collateral assignees) notice of defaults; (d) the right of Lenders or assignees to exercise Lessee's rights under the Lease and/or take title to the Lease, Wind Facilities, and/or Lessee's rights under the Lease (but as provided for in the Lease Lenders have no obligations under the Lease unless and until they hold a direct interest in the Lease); (e) limited bases for termination (i.e. only in the case of uncured monetary defaults and after expiration of all applicable cure periods); (f) cure rights in favor of Lessee and Lenders and separate cure periods for Lessee and Lenders; (f) restrictions on Lease amendments if Lessee's interests in the Lease have been mortgaged; and, (g) the obligation of Lessor to execute a new lease if the Lease is terminated. 9. The conditions, covenants, definitions (including the definition of capitalized terms not defined in this Short Form), limitations, restrictions, and terms governing the encumbrances imposed on the Premises, restrictions on use of the Premises, and rights granted in and to the Premises are set forth in the Lease. Without limitation, and except as expressly authorized by the Lease, these include Lessor's covenant to not grant any third party any rights to evaluate or develop the Premises. Also, the Lease specifies limitations, requirements. and/or restrictions, on: (a) the conveyance and development of mineral rights associated with the Premises; (b) interference with the project and/or with the rights granted in the Lease; and/or, (c) "severance" of wind rights associated with the Premises or revenue related to the Lease. 10. Also by the Lease Lessor covenants: (a) to cooperate with Lessee to obtain a non -disturbance and subordination agreement from each holder of an interest in the Premises; (b) to amend the Lease as Lessee may request in connection with its financing; and, (c) to execute consents, estoppel certificates, or other documents as Lessee may request from time -to -time. The Lease also restricts Lessor's right to transfer its payments or rights under the Lease. 11. The Parties have executed and recorded this Short Form for the purpose of giving record notice of the Lease, of the exclusive easements, leases, and rights it grants. and of certain restrictions it imposes. All of the conditions, covenants, and terms regarding the Lease are more particularly set forth in the Lease, which is incorporated by this reference. In the event of any conflict between the conditions and terms set forth in this Short Form and the conditions and terms set forth in the Lease. the conditions and terms of the Lease will control and govern. This Short Form may be executed and/or recorded in counterparts. SIGNATURE PAGES FOLLOW LRED- Short Form Land Lease and Wind Easement and Purchase Option -- CONFIDENTIAL Page 3 of 6 -C wA -m c'w N sz'aNv Wn�� N V N —mc,i-0 3-FA� 3rz 1° n La om0 gib► to �co imr ECIE am Y � SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND PURCHASE OPTION IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND PURCHASE OPTION as of the date set forth above. LESSOR: LARRY K. KLINGINSMITH Larry . Klingtnsmith STATE OF COUNTY OF ) )ss. On . ?0 , before me, the undersigned, a Notary Public in and for said County and State, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies). and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted. executed the within instrument. WITNESS my hand and official seal. • Notary Public Commission Expires: MARY BURS0N NOTARY PUBLIC STATB OF COLORADO CON0TARY tD M MISSION EXPIRES FEB $ 202 MY 4403274 Pages: 4 of 6 05/31/2018 10:34 Aft R Fee:$38.00 Carly Koppes, Clerk and Reoorder, Weld County, CO ■III i ��I C�ri'r1 ;4 `I�IF�L Kh1L'I 4041414 RI III LRED- Short Form Land Lease and Wind Easement and Purchase Option -- CONFIDENTIAL Page 4 of 6 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND PURCHASE OPTION PURCHASE OPTION IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND PURCHASE OPTION as of the date set forth above. LESSEE: LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC Name: Title: U� r`rrx"ic ACKNOWLEDGEMENT STATE OF ri-x. t COUNTY OF 44-1 )ss. On , 2013, before me, the undersigned, a Notary Public in and for said County and State, personally appeared "AA") f=145 personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal: •) Notary Public Commission Expires: O1/4 4/ /1)-O ALEXAND I.A D. PALMER z°°,•' • `,,S. Notary Public, State of Texas ate; Comm. Expires 05.24-2021 ,,to Notary Ip 128579821 4403274 Pages: 5 of 6 05/31/2018 10:34 AM R Fee:$38.00 Carly Koppes: Clerk and Recorder, Weld County, CO nil kicinol:W I iliv M'' KIGIiiil•KIri#�I' II III LRED- Short Form Land Lease and Wind Easement and Purchase Option -- CONFIDENTIAL Page 5 of 6 EXHIBIT A TO SHORT FORM OF LAND LEASE AND WIND EASEMENT AND PURCHASE OPTION DESCRIPTION OF THE LAND THAT CERTAIN REAL PROPERTY LOCATED IN WELD COUNTY, COLORADO All of Section 34, Township 12 North. Range 59 West of the 6th P.M.. County of Weld, State of Colorado. South Half of Section 26, Township 12 North, Range 59 West of the 6th P.M.. County of Weld, State of Colorado. All of Section 35, Township 12 North, Range 59 West of the 6th P.M., County of Weld, State of Colorado EXCEPT SE 1/4. 4403274 Pages! 6 of 6 05/31/2018 10:34 AID R Fee:$38.00 Carly Kappes, Clerk and Recorder. Weld County, CO II II LRED- Short Form Land Lease and Wind Easement and Purchase Option -- CONFIDENTIAL Page 6 of 6 4442489 Pages; 1 of 4 10/30/2018 11:44 QII R Fee:$20.00 OAr iy Korb:,, Ti'e,k and' Pecc der Weld Cowl: RIrid Nrfir I�%kW P144fIPi�� ! 'i I'��i � ��YIG�r NO! RECORDING -REQUESTED BY AND WHEN RECORDED RETURN TO: Leeward Renewable Energy, LLC 6688 N. Central Expressway, Ste. 500 alias, Th D (Space above this line for Recorder's use only) SHORT FORM AGREEMENT OF FIRST AMENDMENT TO LAND LEASE AND WIND EASEMENT THIS SHORT FORM AGREEMENT OF FIRST AMENDMENT TO LAND LEASE AND WIND EASEMENT ('.Short Form") is made and entered on lr /S - :2 c,ief" by and between Larry K. Klinginsmith ("Lessor") and Leeward Renewable Energy Development. LL -C, a Delaware limited liability company ("Lessee") (Lessor and Lessee the "Parties" and each a Party") RECITALS A. The Parties arc the parties to that certain Land Lease and Wind Easement dated January 10. ?018 ("Lease"). B. A short form aureement of the Lease was recorded with the Weld County. Colorado Clerk and Recorder on May 31. 2018 at reception number 4403274. C. The Parties have amended the Lease and want to give record notice of this amendment. For good and valuable consideration. the Parties agree: I. Capitalized terms. Capitalized terms not defined in this Short Form have the meanings given them in the First Amendment. Amendment. The Parties have amended the Lease to include (as part of the Premises) the additional real property set forth in the attached Exhibit A. Miscellaneous. MI of the terms, conditions. provisions. and covenants of the First Amendment are incorporated in to this Short Form by reference. It' there is any inconsistency between the terms of this Short Form and the First Amendment. the terms of the First Amendment will prevail. Colorado law governs this Short Form, and this Short Form may be executed and recorded in counterparts. Agreed to: SIGNATURE PAGES FOLLOW SIGNATURE PAGE TO SHORT FORM AGREEMENT OF FIRST AMENDMENT TO LAND LEASE AND WIND EASEMENT LESSOR: LARRY K. KLINGINSMITH Larry K'. linginsmi Dated: STATE OF -�/�� 67. (/C, COUNTY OF (c/c-1/4-1 ACKNOWLEDGEMENT )ss. The forgoing document was acknowledged before me this /5 day of (r( ,w4, , 20I by _ known to me (or proved to me on the basis of satisfactory evidence) to /(7././f be the'ilerson whose name is/are subscribed to the forgoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed in his/her authorized capacity(ies). WITNESS my hand and official seal. Notary PuVrie Commission Expires: 4442489 Pages: 2 of 4 10/30/2013 11:44 AM R Fee_$2i3_00 Car' mopes_ VIII PP4 3 li1,04'i'ifi,44I]i'ir ®� SIGNATURE PAGE TO SHORT FORM AGREEMENT OF FIRST AMENDMENT TO LAND LEASE AND WIND EASEMENT LESSEE: LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC By: C Name: Andrew Flanagan Title: Vice President' Dated: ( 0 l a3j By: ar. Name:Zfasw^ f tleAA Title: coo Dated: =e(2-3/ iz, ACKNOWLEDGEMENT STATE OFc,at_5 ) ) ss. COUNTY OF ika� ) The forgoing document was acknowledged before me this „,7J54'4 day of 201 g by " —5asoM►w. , known to me (or proved to me on the basis of satisfactory evidence) to v. be the person(s) whose name is/are subscribed to the forgoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed in his/her authorized capacity(ies). WITNESS my hand and official seal. Notary ublic Commission Expires: 5j i7 f,)oa 4442489 Pages: 3 of 4 10/30/2018 1144 pm R Pee:$28 00 Carly KOFres- Clerk and P ccr_pr We'd ';ZJI r 11111 PflirIN �i'I1il l� Iii6,i11Ohr, Eel !II EXHIBIT A TO SHORT FORM ADDED PREMISES Parcel 1: The Northwest V4 of Section 3. Township 11, Range 58 West of the 6th P.M„ County of Weld. State of Colorado. Parcel 2: The North !% of the Southwest to of Section 36, Township 12. Range 58 West of the 6111 P.M.. County of Weld, State of Colorado. 4442489 Pages: 4 of 4 10/30/2015 1I'44 AM R Fee:$28-00 �ar!y F„rFos T.lerk -''d Par.Urder Weld Csuc,lr 4311284 Pages: 1 of 7 06/19/2017 01:56 PM R Fee:$43.00 Carly Kolopes; Cleric and Recorder, Weld County, CO 1111 JAI) IICVAIl h 11111 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Leeward Renewable Energy, LLC 6688 N Central Expressway, Ste. 500 — Dallas, TX 75206 (Space above this line for Recorder's use only) SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION THIS SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION ("Short Form") is made and entered on Old y /57--`-'-`, 2017. by and between Helen Morine Knuppel whose residence/mailing address is z5 1.5 +i; C p 1 ! ("Lessor"). and Leeward Renewable Energy Development. LLC. a Delaware limited liability company, whose address is 6688 Central Expressway. Suite 500, Dallas, Texas 75206 ("Lessee") (Lessor and Lessee the "Parties" and each a "Party"). and provides as follows: WITNESSETH ESS ETH The Parties agree: 1. The Parties have entered into a Land Lease and Wind Easement ("Lease") dated in.;../ 5 r`'~, 20 t). The Lease grants Lessee exclusive rights in and to certain land more particularly described in the attached Exhibit A ("Premises"). The Lease also restricts certain uses of and grants certain interests in and to the Premises. 2. Generally, the Lease: (a) concerns the development of wind energy project(s) by Lessee involving the Premises; (b) grants Lessee easements, leases, and other rights related to the Premises; and, (c) limits, prohibits, and restricts other development or use(s) of the Premises that interfere with the rights granted Lessee by the Lease. 3. The Lease consists of two periods — a "Development Term" and an "Operations Term" (together the "Term"). The Development Term is seven (7) years from the date of the Lease. The Operations Term starts on the Commercial Operations Date and continues until the date that is forty (40) years after this date. "Commercial Operations Date" means the earlier of the first day all Wind Turbines in the project of which the LRED- Short Form Land Lease and Wind Easement and Solar Option and Purchase Option -- CONFIDENTIAL Page 1 of 7 4311284 Pages: 3 of 7 06/19/2017 01:56 PM R Fee:$43.00 Carly goopes, Clerk and Recorder Weld County CO IIIIIKAKIMAYKII.YrkulMOWNIIIMA 1 II I 7. Under the Lease. Lessor granted Lessee an exclusive irrevocable option. for fifteen (15) years after the date of this Lease, to purchase up to twenty (20) contiguous acres of the Premises ("Option Property"). If exercised. Lessor also would grant Lessee a perpetual appurtenant access easement for egress and ingress to the Option Property. 8. The Lease runs with the Premises and includes a quiet enjoyment clause. 9. The Lease includes broad assignment and finance -related provisions in favor of Lessee. including: (a) the right of Lessee and its assignees to assign (including by assignment or sublease) all or part of their rights under the Lease and/or the Wind Facilities, including for collateral security purposes; (b) the right of Lessee or its assignees to mortgage all or any part of their interest in the Lease: (c) the obligation of Lessor to give Lessee and its Lenders (which are Lessee's collateral assignees) notice of defaults; (d) the right of Lenders or assignees to exercise Lessee's rights under the Lease and/or take title to the Lease. Wind Facilities, and/or Lessee's rights under the Lease (but as provided for in the Lease Lenders have no obligations under the Lease unless and until they hold a direct interest in the Lease); (e) limited bases for termination (i.e. only in the case of uncured monetary defaults and after expiration of all applicable cure periods); (f) cure rights in favor of Lessee and Lenders and separate cure periods for Lessee and Lenders; (f) restrictions on Lease amendments if Lessee's interests in the Lease have been mortgaged: and, (g) the obligation of Lessor to execute a new lease if the Lease is terminated. 10. The conditions. covenants, definitions (including the definition of capitalized terms not defined in this Short Form), limitations, restrictions, and terms governing the encumbrances imposed on the Premises. restrictions on use of the Premises, and rights granted in and to the Premises are set forth in the Lease. Without limitation. and except as expressly authorized by the Lease. these include Lessor's covenant to not grant any third party any rights to evaluate or develop the Premises. Also. the Lease specifies limitations, requirements. and/or restrictions, on: (a) the conveyance and development of mineral rights associated with the Premises; (h) interference with the project and/or with the rights granted in the Lease: and/or. (c) "severance"' of wind rights associated with the Premises or revenue related to the Lease. 11. Also by the Lease Lessor covenants: (a) to cooperate with Lessee to obtain a non -disturbance and subordination agreement from each holder of an interest in the Premises; (b) to amend the Lease as Lessee may request in connection with its financing; and. (c) to execute consents, estoppel certificates. or other documents as Lessee may request from time -to -time. The Lease also restricts Lessor's right to transfer its payments or rights under the Lease. LRED- Short Form Land Lease and Wind Easement and Solar Option and Purchase Option -- CONFIDENTIAL Page 3 of 7 SIGNATURE IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION as of the date set forth above. LESSOR: HELEN MORINE KNUPPEL itke-PF 412f, STATE OF wl o m t nq ) )ss. COUNTY OF LetYaxn to ) On May Lstl} 201 , before me, the undersigned, a Notary Public in and for said County and State, personally appeared Peritrl Mw1ru Kru,vj personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted. executed the within instrument. WITN - . S my hand and official seal. No car u. Co mission Expires: 4-21 2vq- 4311284 Pages: 5 of 7 06/19/2017 01:56 PR R Fee:$43,00 Carly KOppes, Clerk and Recorder, Weld County CO 1111 POIWEIV IC kW, IA 11111 KIMBERLY PATTERSON Wyoming Nolary Public, County of Lar;mi,r My Commission Expires A{Cri1 27. 2019 LRED- Short Form Land Lease and Wind Easement and Solar Option and Purchase Option -- CONFIDENTIAL Page 5 of 7 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION as of the date set forth above. LESSEE: LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC By: Name: Title: ' - e ACKNOWLEDGEMENT STATE OF —r e )ss. COUNTY OF 1A<<<, On kAjt , 20 7, before me, the undersigned, a Notary Public in and for said County id State, personally appeared i.t,„,5. ,,,personally known to me (or proved to me on the basis of satisfactory evidence) tore the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal. Notary Pialaric Commission Expires: r ' crr 7 LRFQ- Short Form Land Lease and Wind Easement and Solar Option and Purchase Option -- CONFIDENTIAL Page 6 of 7 4311284 Pages: 7 of 7 06/19/2017 01:56 PM R Fee:$43.00 Carly Ko2Pes Clerk and Recorder, Weld County, CO ali ki i '4> ' 1 WWI MilliliKN.11 III II I EXHIBIT A TO SHORT FORM OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION DESCRIPTION OF THE LAND THAT CERTAIN REAL PROPERTY LOCATED IN WELD COUNTY, COLORADO All of Section 19, Township 11 North, Range 59 West of the 6th P.M., County of Weld, State of Colorado. LRED- Short Form Land Lease and 14:ind Easement and Soiar Option and Purchase Option -- CONFIDENTIAL Page 7 of 7 4357514 Pages: 1 of 7 12/05/2017 09:17 AM R Fee:$43.00 Carly Kappes Clerk and Recorder, Weld County, CO IIIII Pry. aid b a,i4-d RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Leeward Renewable Energy, LLC 6688 N. Central Expressway, Ste. 500 Del d5, f EV-A.13 ) (Space above this line for Recorder's use only) SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION THIS SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION ("Short Form-) is made and entered on ///f? 20/7, by and between Konig Investments LLC whose residence/mailing address is ("Lessor"). and Leeward Renewable Energy Development, LLC, a Delaware limited liability company, whose address is 6688 Central Expressway, Suite 500, Dallas, Texas 75206 ("Lessee") (Lessor and Lessee the "Parties"- and each a "Party"), and provides as follows: WITNESSETH The Parties agree: i. The Parties have entered into a Land Lease and Wind Easement ("Lease") dated ///Zz . 20/ Z The Lease grants Lessee exclusive rights in and to certain land more particularly described in the attached Exhibit A ("Premises"). The Lease also restricts certain uses of and grants certain interests in and to the Premises. Generally, the Lease: (a) concerns the development of wind energy project(s) by Lessee involving the Premises; (b) grants Lessee easements, leases, and other rights related to the Premises; and, (c) limits, prohibits, and restricts other development or use(s) of the Premises that interfere with the rights granted Lessee by the Lease. 3. The Lease consists of two periods a "Development Term" and an "Operations Term" (together the "Tenn"). The Development Term is seven (7) years from the date of the Lease. The Operations Tenn starts on the Commercial Operations Date and continues until the date that is forty (40) years after this date. "Commercial Operations Date" means the earlier of the first day all Wind Turbines in the project of which the LRED-Short Form Land Lease and Wind Easement and Solar Option and Purchase Option -- CONFIDENTIAL Page I of 7 Premises is a part deliver electricity in commercial quantities or the date set forth as the Commercial Operations Date in a notice from Lessee to Lessor. o 4. By the Lease, Lessor grants Lessee certain exclusive and non-exclusive rights. Lessor leases exclusively to Lessee and Lessee leases from Lessor the 0au Premises for the sole purposes of, all as Lessee determines in its sole discretion are fD, necessary: (a) constructing, installing, operating and maintaining wind energy r�3 conversion turbines (the "Wind Turbine(s)"), wind resource and weather measurement equipment, laydown and staging areas, operations and maintenance buildings, fences. substations, supporting structures, foundations and pads, footings, electrical transformers, fixtures, and storage equipment, electric ma " collection and distribution and transmission lines, access roads, interconnection and switching facilities and related facilities and equipment (hereinafter "Wind a�v� cFacilities") on the Premises; and, (b) performing actions, studies, and tests related to mr` the evaluation and investigation by Lessee of the suitability of the Premises for these ; o purposes, including inspecting and surveying the Premises, performing r� r archaeological, avian, bat, geologic, and soils studies and tests, performing electrical irlrm�� interconnection and transmission studies and tests, and performing environmental and wildlife inspections, studies, and surveys. Lessor consents to Lessee's location of the Wind Facilities at any location on or off the Premises, including at or near property lines. Also, the Lease grants Lessee the right to obtain a setback waiver from Lessor if the Lease is terminated as of the Commercial Operations Date. Further, the Lease requires Lessor to grant for the Term separate easements, leases, licenses, privileges, or other rights in or to the Premises, including for access and transmission purposes and even if the remainder of the Lease is terminated. 5. The Lease also, among other things: (a) limits Lessor's use of the Premises during the Term; (h) requires Lessor to grant such further easements for access and utility purposes as Lessee may require; (c) prohibits any activities, whether on or off the Premises, that interfere with the project, including with the flow of wind on the Premises; (d) includes an express grant of a wind easement; (e) includes a requirement that Lessor divide the Premises into multiple separate leases for separate projects if requested to do so by Lessee; (f) includes a waiver by Lessor of any interest in the Wind Facilities, including any potential lien rights; (g) addresses the rights of the parties in the case of a condemnation of all or part of the Premises; (h) authorizes Lessee to satisfy Lessor's obligations that may become a lien or encumbrance on the Premises or Wind Facilities; and, (i) includes limited remedies and prohibits certain remedies. 6. Under the Lease, Lessor granted Lessee an exclusive irrevocable option, for seven (7) years after the date of this Lease, to lease all or parts of the Premises ("Solar Option Property") for solar power generation. If exercised, the solar lease(s) would be for the then remaining Term (plus extension, if any) of this Lease and would include easements across the Premises for purposes of access and transmission. The Solar Option Property may consist of multiple separate parcels, and a separate solar lease, based on industry standards, would be entered for each such separate parcel. LRED-Short Form Land Lease and Wind Easement and Solar Option and Purchase Option -- CONFIDENTIAL Page 2 of 7 4357514 Pages: 3 of 7 12/05/2017 09:17 AM R Fee:$43.00 Carly Koppel, Clerk and Recorder Weld County, CO X1111 rjI��EI L�I�'ICY,L�'�lm11i,l1f+k'�i�Y}� iIIII 7. Under the Lease, Lessor granted Lessee an exclusive irrevocable option, for fifteen (15) years after the date of this Lease, to purchase up to twenty (20) contiguous acres of the Premises ("Option Property"). If exercised, Lessor also would grant Lessee a perpetual appurtenant access easement for egress and ingress to the Option Property. 8. The Lease runs with the Premises and includes a quiet enjoyment clause. 9. The Lease includes broad assignment and finance -related provisions in favor of Lessee, including: (a) the right of Lessee and its assignees to assign (including by assignment or sublease) all or part of their rights under the Lease and/or the Wind Facilities, including for collateral security purposes; (h) the right of Lessee or its assignees to mortgage all or any part of their interest in the Lease; (c) the obligation of Lessor to give Lessee and its Lenders (which are Lessee's collateral assignees) notice of defaults; (d) the right of Lenders or assignees to exercise Lessee's rights under the Lease and/or take title to the Lease, Wind Facilities, and/or Lessee's rights under the Lease (but as provided for in the Lease Lenders have no obligations under the Lease unless and until they hold a direct interest in the Lease); (e) limited bases for termination (i.e. only in the case of uncured monetary defaults and after expiration of all applicable cure periods); (f) cure rights in favor of Lessee and Lenders and separate cure periods for Lessee and Lenders; (f) restrictions on Lease amendments if Lessee's interests in the Lease have been mortgaged; and, (g) the obligation of Lessor to execute a new lease if the Lease is terminated. 10. The conditions, covenants, definitions (including the definition of capitalized terms not defined in this Short Form), limitations, restrictions, and terms governing the encumbrances imposed on the Premises, restrictions on use of the Premises, and rights granted in and to the Premises are set forth in the Lease. Without limitation, and except as expressly authorized by the Lease. these include Lessor's covenant to not grant any third party any rights to evaluate or develop the Premises. Also, the Lease specifies limitations, requirements, and/or restrictions, on: (a) the conveyance and development of mineral rights associated with the Premises; (b) interference with the project and/or with the rights granted in the Lease and/or, (c) "severance" of wind rights associated with the Premises or revenue related to the Lease. 11. Also by the Lease Lessor covenants: (a) to cooperate with Lessee to obtain a non -disturbance and subordination agreement from each holder of an interest in the Premises; (b) to amend the Lease as Lessee may request in connection with its financing; and, (c) to execute consents, estoppel certificates. or other documents as Lessee may request from time -to -time. The Lease also restricts Lessor's right to transfer its payments or rights under the Lease. LRED-Short Form Land Lease and Wind Easement and Solar Option and Purchase Option -- CONFIDENTIAL Page 3 of 7 11 The Parties have executed and recorded this Short Form for the purpose of giving record notice of the Lease, of the exclusive easements, leases, and rights it grants, and of certain restrictions it imposes. All of the conditions, covenants, and terms regarding the Lease are more particularly set forth in the Lease, which is incorporated by this reference. In the event of any conflict between the conditions and terms set forth in this Short Form and the conditions and terms set forth in the Lease, the conditions and terms of the Lease will control and govern. This Short Form may be executed and/or recorded in counterparts. SIGNATURE PAGES FOLLOW LRED-Short Form Land Lease and Wind Easement and Solar Option and Purchase Option -- CONFIDENTIAL Page 4 of 7 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION as of the date set forth above. LESSOR: )6'4 r CIS; +11.(,,--ki/ipuir 'h' STATE OF )ss. COUNTY OF On i/. ` ' 20/7, before me, the undersigned, a Notary Public in and for said County and State, personally appeared -' /(0 Mfr=ff personally known to me (or proved to me on the basis of satisfactory evidence) td be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s). or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal. l (- Notary Public Commission Expires: s o' o °T t4)- , �� M4,967/1"/6 04/ n4c' y 'Y vgFs F t�? LRED-Land Lease and Wind Easement and Solar Option and Purchase Option -- CONFIDENTIAL Page 32 of 34 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION as of the date set forth above. LESSEE: LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC By: Name: Title: ACKNOWLEDGEMENT STATE OF 7-f `> COUNTY OF -,1 y )ss. On IActrct * , 20 i 3, before me, the undersi ned, a Notary Public in and for said County and State, personally appeared 4--",_'056, , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal. Notary Public Commission Expires: U sr �f � / LRED-Short Form Land Lease and Wind Easement and Solar Option and Purchase Option -- CONFIDENTIAL Page 6 of 7 EXHIBIT A TO SHORT FORM OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION DESCRIPTION OF THE LAND THAT CERTAIN REAL PROPERTY LOCATED IN WELD COUNTY, COLORADO Parcel One: The E1/2 of Section 24, Township 11 North, Range 60 West of the 6th P.M.. County of Weld, State of Colorado. Parcel Two: The El/2 and the W1/2 of the NW I/4 of Section 24, Township 11 North, Range 60 West of the 6th P.M., County of Weld, State of Colorado. LRED-Short Form Land Lease and Wind Easement and Solar Option and Purchase Option -- CONFIDENTIAL Page 7 of 7 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Leeward Renewable Energy, LLC 6688 N. Central Expressway, Ste. 500 Dallas, TX 75206 4328079 Pages: 1 of 7 08/17/2017 01 : 9 Carly ar �Y poes, clerk and Recorder, : $43 . 00 1.r1;Yid,f ,�jllki 1�� r�Llic ireif CO (Space above this line for Recorder's use only) SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION THIS SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION ("Short Form") is made and entered on 1 /7 , 2017, by and between Charles T. Lippincott and Shirley A. Lippincott vA ose residence/mailing address is (collectively, "Lessor"), and Leeward Renewable Energy Development, LLC, a Delaware limited liability company, whose address is 6688 Central Expressway, Suite 500, Dallas, Texas 75206 (-'Lessee-) (Lessor and Lessee the "Parties" and each a "'Party"), and provides as follows: WITNESSETH The Parties agree: 1. The Parties have entered into a Land Lease and Wind Easement ("Lease-) dated /vial / o 20/ 7. The Lease grants Lessee exclusive rights in and to certain land more particularly described in the attached Exhibit A ("Premises"). The Lease also restricts certain uses of and grants certain interests in and to the Premises. 2. Generally, the Lease: (a) concerns the development of wind energy project(s) by Lessee involving the Premises; (b) grants Lessee easements, leases, and other rights related to the Premises; and, (c) limits, prohibits, and restricts other development or use(s) of the Premises that interfere with the rights granted Lessee by the Lease. 3. The Lease consists of two periods — a "Development Term" and an "Operations Term" (together the "Term"). The Development Term is seven (7) years from the date of the Lease. The Operations Term starts on the Commercial Operations Date and continues until the date that is forty (40) years after this date. ``Commercial Operations Date" means the earlier of the first day all Wind Turbines in the project of which the Premises is a part deliver electricity in commercial quantities or the date set forth as the Commercial Operations Date in a notice from Lessee to Lessor. LRED- Short Form Land Lease and NVind Easement and Solar Option and Purchase Option -- CONFIDENTIAL Page 1 of 7 a o� a� J f1 U d.„ DugPI 3 ..m ow LL 8 N CY COO, rolip DI o — -U ✓ N0 CO r m��= 4. By the Lease, Lessor grants Lessee certain exclusive and non-exclusive rights. Lessor leases exclusively to Lessee and Lessee leases from Lessor the Premises for the sole purposes of, all as Lessee determines in its sole discretion are necessary: (a) constructing, installing, operating and maintaining wind energy conversion turbines (the "Wind Turbine(s)"), wind resource and weather measurement equipment, laydown and staging areas, operations and maintenance buildings, fences, substations, supporting structures, foundations and pads, footings, electrical transformers, fixtures, and storage equipment, electric collection and distribution and transmission lines, access roads, interconnection and switching facilities and related facilities and equipment (hereinafter "Wind Facilities") on the Premises; and, (b) performing actions, studies, and tests related to the evaluation and investigation by Lessee of the suitability of the Premises for these purposes, including inspecting and surveying the Premises, performing archaeological, avian, bat, geologic, and soils studies and tests, performing electrical interconnection and transmission studies and tests, and performing environmental and wildlife inspections, studies, and surveys. Lessor consents to Lessee's location of the Wind Facilities at any location on or off the Premises, including at or near property lines. Also, the Lease grants Lessee the right to obtain a setback waiver from Lessor if the Lease is terminated as of the Commercial Operations Date. Further, the Lease requires Lessor to grant for the Term separate easements, leases, licenses, privileges, or other rights in or to the Premises, including for access and transmission purposes and even if the remainder of the Lease is terminated. 5. The Lease also, among other things: (a) limits Lessor's use of the Premises during the Term; (b) requires Lessor to grant such further easements for access and utility purposes as Lessee may require: (c) prohibits any activities, whether on or off the Premises, that interfere with the project, including with the flow of wind on the Premises; (d) includes an express grant of a wind easement; (e) includes a requirement that Lessor divide the Premises into multiple separate leases for separate projects if requested to do so by Lessee; (f) includes a waiver by Lessor of any interest in the Wind Facilities, including any potential lien rights; (g) addresses the rights of the parties in the case of a condemnation of all or part of the Premises; (h) authorizes Lessee to satisfy Lessor's obligations that may become a lien or encumbrance on the Premises or Wind Facilities; and, (i) includes limited remedies and prohibits certain remedies. 6. Under the Lease. Lessor granted Lessee an exclusive irrevocable option. for seven (7) years after the date of this Lease, to lease all or parts of the Premises ("Solar Option Property-) for solar power generation. If exercised, the solar lease(s) would be for the then remaining Term (plus extension. if any) of this Lease and would include easements across the Premises for purposes of access and transmission. The Solar Option Property may consist of multiple separate parcels, and a separate solar lease. based on industry standards. would be entered for each such separate parcel. LRED- Short Form Land Lease and Wind Easement and Solar Option and Purchase Option -- CONFIDENTIAL Page 2 of 7 I• oere 8 f7 3 i Nr9L O at ti 0 ce tx 44E2 IIE min 01 VOW CL� m� U rtiL- ,mf- m aW NN o 1 m.Y co cirepum 7. Under the Lease, Lessor granted Lessee an exclusive irrevocable option, for fifteen (15) years after the date of this Lease, to purchase up to twenty (20) contiguous acres of the Premises ("Option Property"). If exercised. Lessor also would grant Lessee a perpetual appurtenant access easement for egress and ingress to the Option Property. 8. The Lease runs with the Premises and includes a quiet enjoyment clause. 9. The Lease includes broad assignment and finance -related provisions in favor of Lessee, including: (a) the right of Lessee and its assignees to assign (including by assignment or sublease) all or part of their rights under the Lease and/or the Wind Facilities, including for collateral security purposes: (b) the right of Lessee or its assignees to mortgage all or any part of their interest in the Lease; (c) the obligation of Lessor to give Lessee and its Lenders (which are Lessee's collateral assignees) notice of defaults; (d) the right of Lenders or assignees to exercise Lessee's rights under the Lease and/or take title to the Lease, Wind Facilities. and/or Lessee's rights under the Lease (but as provided for in the Lease Lenders have no obligations under the Lease unless and until they hold a direct interest in the Lease); (e) limited bases for termination (i.e. only in the case of uncured monetary defaults and after expiration of all applicable cure periods); (f) cure rights in favor of Lessee and Lenders and separate cure periods for Lessee and Lenders; (f) restrictions on Lease amendments if Lessee's interests in the Lease have been mortgaged: and, (g) the obligation of Lessor to execute a new lease if the Lease is terminated. 10. The conditions, covenants, definitions (including the definition of capitalized terms not defined in this Short Form), limitations, restrictions, and terms governing the encumbrances imposed on the Premises, restrictions on use of the Premises, and rights granted in and to the Premises are set forth in the Lease. Without limitation, and except as expressly authorized by the Lease, these include Lessor's covenant to not grant any third party any rights to evaluate or develop the Premises. Also, the Lease specifies limitations, requirements, and/or restrictions, on: (a) the conveyance and development of mineral rights associated with the Premises; (b) interference with the project and/or with the rights granted in the Lease; and/or, (c) "severance" of wind rights associated with the Premises or revenue related to the Lease. 11. Also by the Lease Lessor covenants: (a) to cooperate with Lessee to obtain a non -disturbance and subordination agreement from each holder of an interest in the Premises; (b) to amend the Lease as Lessee may request in connection with its financing; and. (c) to execute consents, estoppel certificates, or other documents as Lessee may request from time -to -time. The Lease also restricts Lessor's right to transfer its payments or rights under the Lease. 12. The Parties have executed and recorded this Short Form for the purpose of giving record notice of the Lease, of the exclusive easements, leases, and rights it grants, and of certain restrictions it imposes. All of the conditions, covenants, and LRED- Short Form Land Lease and Wind Easement and Solar Option and Purchase Option -- CONFIDENTIAL Page 3 of 7 terms regarding the Lease are more particularly set forth in the Lease, which is incorporated by this reference. In the event of any conflict between the conditions and terms set forth in this Short Form and the conditions and terms set forth in the Lease, the conditions and terms of the Lease will control and govern. This Short Fonn may be executed and/or recorded in counterparts. r -0J CO NA! N N O 'J CO vrouM SIGNATURE PAGES FOLLOW LRED- Short Form Land Lease and Wind Easement and Solar Option and Purchase Option -- CONFIDENTIAL Page 4 of 7 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION as of the date set forth above. LESSOR: CHARLES T. LIPPINCOTT AND SHIRLEY A. LIPPINCOTT / � e CHARLES T. LIPP'{NCOTT , tp it SHIRLEY A. IAPPINCOTT rl STATE OF a ck O I COUNTY OF \Ai E !Li )ss. O❑�. 4 20 ! 1 , before me, the undersigned, a Notary Public in and for said County and State, personally appearedChailes i-SIN.,) Lii,,,, "personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WIT ESS my hand and official seal. Notary Public Commission Expires: J(..t Ns, 22 2_02z) LRED- Short Form Land Lease and Wind Easement and Solar Option and Purchase Option -- CONFIDENTIAL. Page 5 of 7 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION as of the date set forth above. ,53"% L4� ••v �-1 IL O —IL ae da b� co. in 01 Ain 0- -+ U m r�� a) N o ••••Y — m^). W L LESSEE: LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC By: _ Name: Title: -tE STATE OF COUNTY OF bLk ACKNOWLEDGEMENT )ss. On J [,c. 3 I , 20R, before me, the ndersigned, a Notary Public in and for said County Ad State, personally appeared 1a',; ,ten , personally known to me (or proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal; Notary Public Commission Expires: ;'�avA�y,� ALEXANDRIA �, P A�MER 'ar`�t �c?ary Pubric, State of Texas �' `' `•`c, Con -ern = vj•....• k; Exp?res 05-24-2023 �'''F°;,1„o Notary ID 128579821 LRED- Short Form Land Lease and Wind Easement and Solar Option and Purchase Option -- CONFIDENTIAL Page 6 of 7 EXHIBIT A TO SHORT FORM OF LAND LEASE AND WIND EASEMENT DESCRIPTION OF THE LAND THAT CERTAIN REAL PROPERTY LOCATED IN WELD COUNTY, COLORADO: The El /2 of Section 17, Township I I North, Range 59 West of the bth P.M., County of Weld, State of Colorado. AND The W1/2 of Section 17, Township 11 North, Range 59 West of the 6th P.M., County of Weld, State of Colorado. 4328079 Pages: 7 of 7 08/17/2017 01:58 PM R Fee :$43.00 Carly Koppes, Clerk and Recorder Weld County, CO ■III KAAl1 dir*, •III LRED- Short Form Land Lease and Wind Easement and Solar Option and Purchase Option -- CONFIDENTIAL Page 7 of 7 4318807 Pages: 1 of 6 07/17/2017 03:21 P11 R Fee:$38.00 Carly Kopoes Clerk and Recorder, Weld County CO Ell I O lad Ati Bill RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Leeward Renewable Energy, LLC 6688 N. Central Expressway, Ste. 500 Dallas, TX 75206 day_ , (Space above this line for Recorder's use only) SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION THIS SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION ("Short Form") is made and entered on_ -,%L;,•, q , 20/ 7, by and between Loveland's — Wendy Acres_ LLC, a Colorado limited liability company whose residence/mailing address is iv, 'K'" .a t� " `/P`f ("Lessor"), and Leeward Renewable Energy Development, LLC, a Delaware limited liability company, whose address is 6688 Central Expressway, Suite 500, Dallas, Texas 75206 ("Lessee") (Lessor and Lessee the "Parties" and each a "Party"), and provides as follows: WITNESSETH The Parties agree: The Parties have entered into a Land Lease and Wind Easement c (-Lease") dated �;'`� ;� � � O I � The Lease grants Lessee exclusive rights in and to certain land more particularly described in the attached Exhibit A ("Premises"). The Lease also restricts certain uses of and grants certain interests in and to the Premises 2 Generally, the Lease: (a) concerns the development of wind energy project(s) by Lessee involving the Premises, (b) grants Lessee easements, leases, and other rights related to the Premises; and, (c) limits, prohibits, and restricts other development or use(s) of the Premises that interfere with the rights granted Lessee by the Lease. 3 The Lease consists of two periods — a "Development Term" and an "Operations Term" (together the "Term"). The Development Term is seven (7) years from the date of the Lease. The Operations Term starts on the Commercial Operations Date and continues until the date that is forty (40) years after this date. "Commercial Operations Date" means the earlier of the first day ail Wind Turbines in the project of which the Premises is a part deliver electricity in commercial quantities or the date set forth as the Commercial Operations Date in a notice from Lessee to Lessor. 4. By the Lease, Lessor grants Lessee certain exclusive and non-exclusive rights. Lessor leases exclusively to Lessee and Lessee leases from Lessor the Premises for the sole purposes of, all as Lessee determines in its sole discretion are necessary: (a) constructing, installing, operating and maintaining wind energy conversion turbines (the "Wind Turbine(s)"), wind resource and weather measurement equipment, laydown and staging areas, operations and maintenance buildings, fences, substations, supporting structures, foundations and pads, footings, electrical transformers, fixtures, and storage equipment, electric collection and distribution and transmission lines, access roads, interconnection and switching I RED- Short Form Land Lease and Wind Easement and Solar Option and Purchase Option — ['ONFI1)ENTIA Paget of 6 4318807 Pages: 2 of 6 07/17/2017 03:21 PM R Fee:$38.00 Carly Koppes, Clerk and Recorder, Weld County CO Ell Itla'11 �i11��tr1R'�Ihl��k'r'�I�':�� tl 111 facilities and related facilities and equipment (hereinafter "Wind Facilities") on the Premises; and, (b) performing actions, studies, and tests related to the evaluation and investigation by Lessee of the suitability of the Premises for these purposes, including inspecting and surveying the Premises, performing archaeological, avian, bat, geologic, and soils studies and tests, performing electrical interconnection and transmission studies and tests, and performing environmental and wildlife inspections, studies, and surveys. Lessor consents to Lessee's location of the Wind Facilities at any location on or off the Premises, including at or near property lines. Also, the Lease grants Lessee the right to obtain a setback waiver from Lessor if the Lease is terminated as of the Commercial Operations Date. Further, the Lease requires Lessor to grant for the Term separate easements, leases, licenses, privileges, or other rights in or to the Premises, including for access and transmission purposes and even if the remainder of the Lease is terminated. 5 The Lease also, among other things: (a) limits Lessor's use of the Premises during the Term; (b) requires Lessor to grant such further easements for access and utility purposes as Lessee may require; (c) prohibits any activities, whether on or off the Premises, that interfere with the project, including with the flow of wind on the Premises; (d) includes an express grant of a wind easement; (e) includes a requirement that Lessor divide the Premises into multiple separate leases for separate projects if requested to do so by Lessee; (0 includes a waiver by Lessor of any interest in the Wind Facilities, including any potential lien rights; (g) addresses the rights of the parties in the case of a condemnation of all or part of the Premises; (h) authorizes Lessee to satisfy Lessor's obligations that may become a lien or encumbrance on the Premises or Wind Facilities; and, (i) includes limited remedies and prohibits certain remedies. 6. Under the Lease, Lessor granted Lessee an exclusive irrevocable option, for seven (7) years after the date of this Lease, to lease all or parts of the Premises ("Solar Option Property") for solar power generation. If exercised, the solar lease(s) would be for the then remaining Term (plus extension, it' any) of this Lease and would include easements across the Premises for purposes of access and transmission The Solar Option Property may consist of multiple separate parcels, and a separate solar lease, based on industry standards, would be entered for each such separate parcel. 7 Under the Lease, Lessor granted Lessee an exclusive irrevocable option, for fifteen (15) years after the date of this Lease, to purchase up to twenty (20) contiguous acres of the Premises ("Option Property") If exercised, Lessor also would grant Lessee a perpetual appurtenant access easement for egress and ingress to the Option Property. 8. The Lease runs with the Premises and includes a quiet enjoyment clause. 9. The Lease includes broad assignment and finance -related provisions in favor of Lessee, including: (a) the right of Lessee and its assignees to assign (including by assignment or sublease) all or part of their rights under the Lease and/or the Wind Facilities, including for collateral security purposes; (b) the right of Lessee or its assignees to mortgage all or any part of their interest in the Lease; (c) the obligation of Lessor to give Lessee and its Lenders (which are Lessee's collateral assignees) notice of defaults; (d) the right of Lenders or assignees to exercise Lessee's rights under the Lease and/or take title to the Lease, Wind Facilities, and/or Lessee's rights under the Lease (but as provided for in the Lease Lenders have no obligations under the Lease unless and until they hold a direct interest in the Lease); (e) limited bases for termination (i e_ only in the case of uncured monetary defaults and after expiration of all applicable cure periods); (1) cure rights in favor of Lessee and Lenders and separate cure periods for Lessee and Lenders; (0 restrictions on HIED- Short Form Land Lease anti Wind Easement and Solar Option and Purchase Option — C'OFIDFNTI:ti, Page 2ot6 4318807 Pages: 3 of 6 07/17/2017 03:21 PM R Fee:$38.00 Car lyulKopRpees, Clerk and `Recorrdeer,,WWeId �County, CO `` ,II� Ihf'�I'['i�li�I �Y�Ii'Ii�Trin1i11YT IlYitrlrll � 1i W �'fiY 11 III Lease amendments if Lessee's interests in the Lease have been mortgaged; and, (g) the obligation of Lessor to execute a new lease if the Lease is terminated. I0 The conditions, covenants, definitions (including the definition of capitalized terms not defined in this Short Form), limitations, restrictions, and terms governing the encumbrances imposed on the Premises, restrictions on use of the Premises, and rights granted in and to the Premises are set forth in the Lease, Without limitation, and except as expressly authorized by the Lease, these include Lessor's covenant to not grant any third party any rights to evaluate or develop the Premises_ Also, the Lease specifies limitations, requirements, and/or restrictions, on: (a) the conveyance and development of mineral rights associated with the Premises; (b) interference with the project and/or with the rights granted in the Lease: and/or, (c) "severance" of wind rights associated with the Premises or revenue related to the Lease_ I I Also by the Lease Lessor covenants: (a) to cooperate with Lessee to obtain a non -disturbance and subordination agreement from each holder of an interest in the Premises; (b) to amend the Lease as Lessee may request in connection with its financing, and, (c) to execute consents, estoppel certificates, or other documents as Lessee may request from time -to -time. The Lease also restricts Lessor's right to transfer its payments or rights under the Lease. 12_ The Parties have executed and recorded this Short Form for the purpose of giving record notice of the Lease, of the exclusive easements, leases, and rights it grants, and of certain restrictions it imposes. All of the conditions, covenants, and terms regarding the Lease are more particularly set forth in the Lease, which is incorporated by this reference. In the event of any conflict between the conditions and terms set forth in this Short Form and the conditions and terms set forth in the Lease, the conditions and terms of the Lease will control and govern. This Short Form may be executed and/or recorded in counterparts_ SIGNATURE PAGES FOLLOW LRFI)- Short Form Land Lease and Wind Easement and Solar Option and Purchase. Option -- CONF1DF.NTI.AI, Page 3 of fi SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE ANT) WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION as of the date set forth above. LESSOR: LOVELAND' S — WENDY ACRES LLC. By. , . L _ Name. ti Title: -1'z_ STATE OF 1.0t SAL.' COUNTY OF /Ilit.11 L,t JYL� )ss OFFICIAL SEAL DEBORAH HUGHES NOTARY PUBLIC STATE OF ILLINOIS My Commission Expires 05-26-2021 On \a,t ('i 2d before me, the undersigned, a Notary Public in and for said County and State, personally appeared %1(:Ltit iV LUG L &L) personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal. __:?A Notary Public Commission Expires EREI1- Short Form [,and /ease and Wind Easement and Solar Option and Purchase Option -- CONFIDENTIAL Page 4 or 6 4318807 Pages: 5 of 6 07/17/2017 03:21 PM R Fee:$38.00 Carly Koppes, Clerk and Recorder, Weld County CO SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION as of the date set forth above LESSEE: LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC By. Name: Title. 11 r` Ct ?(-P s ,`&.t d ACKNOWLEDGEMENT STATE OF 7,�fr COUNTY OF N -1/..A.5 )ss On Jt 27 , 20 17 before me, the undersigned, a Notary Public in and for said County and State, personally appeared i, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(iies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal. i.� Notaiy Public Commission Expires: t- _ o` r!,`/4 ALEXANDRIA 0, PALMER r. • , n= Notary Public, State of Texas 'v,z7 Comm. Expires 05-24-2021 y'}E•" }Noiary ID 128579821 of ��If 71111, 1.RE11- Short Form 1.and lease and Wind Easement and Solar Option and Purchase Option -- CONFIDENTIAI. Pape 5 or 6 4318807 Pages: 6 of 6 07/17/2017 03:21 PM R Fee:$38.00 Carly Koppes, Clerk and Recorder Weld County, CO Ell kW, !AUNAIi II Ill EXHIBIT A TO SHORT FORM OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION DESCRIPTION OF THE LAND THAT CERTAIN REAL PROPERTY LOCATED IN WELD COUNTY, COLORADO All of Section 13, Township 11 North, Range 60 West of the 6th P.M _ County of Weld, State of Colorado AND The NE1/4 of Section 29, Township 11 North., Range 59 West of the 6th P. M., County of Weld, State of Colorado. !RFD- Short Form Land Lease and Wind Easement and Solar Option and Purchase Option — CONFIIIFNTRi Page 6 or 6 4435618 Pages: 1 of 7 10/02/2018 11:13 AM R Fee:$43.00 Carly Koppes, Clerk and Recorder, Weld County, CO RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Leeward Renewable Energy, LLC 6688 N. Central Expressway, Ste- 5UU Dallas, TX 75206 bEvyfr1)5t). (Space above this line for Recorder's use only) SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT THIS SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT ("Short Form") is made and entered on x:20_, by and between John Mockett Bypass trust whose residence/mailing address is ("Lessor'). and Leeward Renewable Energy Development, LLC, a Delaware limited liability company. whose address is 6688 Central Expressway, Suite 500, Dallas, Texas 75206 ("Lessee") (Lessor and Lessee the "Parties" and each a "Party"), and provides as follows: WITNESSETH The Parties agree: I , The Parties have entered into a Land Lease and Wind Easement ("Lease") dated `:: • . z . , 20: . The Lease grants Lessee exclusive rights in and to certain land more particularly described in the attached Exhibit A ("Premises"). The Lease also restricts certain uses of and grants certain interests in and to the Premises. 2. Generally, the Lease: (a) concerns the development of wind energy project(s) by Lessee involving the Premises; (b) grants Lessee easements, leases, and other rights related to the Premises; and, (c) limits, prohibits, and restricts other development or use(s) of the Premises that interfere with the rights granted Lessee by the Lease. 3. The Lease consists of two periods — a "Development Term" and an "Operations Term" (together the "Tenn"). The Development Term is seven (7) years from the date of the Lease. The Operations Term starts on the Commercial Operations Date and continues until the date that is forty (40) years after this date. "Commercial Operations Date" means the earlier of the first day all Wind Turbines in the project of which the Premises is a part deliver electricity in commercial quantities or the date set forth as the Commercial Operations Date in a notice from Lessee to Lessor. LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page I of 6 4. By the Lease, Lessor grants Lessee certain exclusive and non-exclusive rights. Lessor leases exclusively to Lessee and Lessee leases from Lessor the Premises for the sole purposes of, all as Lessee determines in its sole discretion are necessary: (a) constructing, installing, operating and maintaining wind energy conversion turbines (the "Wind Turbine(s)"), wind resource and weather measurement equipment, laydown and staging areas, operations and maintenance buildings, fences, substations, supporting structures, foundations and pads, footings, electrical transformers, fixtures, and storage equipment, electric collection and distribution and transmission lines, access roads, interconnection and switching facilities and related facilities and equipment (hereinafter "Wind Facilities") on the Premises; and, (b) performing actions, studies, and tests related to the evaluation and investigation by Lessee of the suitability of the Premises for these purposes. including inspecting and surveying the Premises, performing archaeological, avian, bat, geologic, and soils studies and tests, performing electrical interconnection and transmission studies and tests, and performing environmental and wildlife inspections, studies, and surveys. Lessor consents to Lessee's location of the Wind Facilities at any location on or off the Premises, including at or near property lines. Also, the Lease grants Lessee the right to obtain a setback waiver from Lessor if the Lease is terminated as of the Commercial Operations Date. Further, the Lease requires Lessor to grant for the Term separate easements, leases, licenses, privileges, or other rights in or to the Premises, including for access and transmission purposes and even if the remainder of the Lease is terminated. 5. The Lease also, among other things: (a) limits Lessors use of the Premises during the Term; (b) requires Lessor to grant such further easements for access and utility purposes as Lessee may require: (c) prohibits any activities, whether on or off the Premises, that interfere with the project, including with the flow of wind on the Premises; (d) includes an express grant of a wind easement; (e) includes a requirement that Lessor divide the Premises into multiple separate leases for separate projects if requested to do so by Lessee; (f) includes a waiver by Lessor of any interest in the Wind Facilities, including any potential lien rights; (g) addresses the rights of the parties in the case of a condemnation of all or part of the Premises; (h) authorizes Lessee to satisfy Lessor's obligations that may become a lien or encumbrance on the Premises or Wind Facilities; and, (i) includes limited remedies and prohibits certain remedies. 6. The Lease runs with the Premises and includes a quiet enjoyment clause. 7. The Lease includes broad assignment and finance -related provisions in favor of Lessee, including: (a) the right of Lessee and its assignees to assign (including by assignment or sublease) all or part of their rights under the Lease and/or the Wind Facilities, including for collateral security purposes; (b) the right of Lessee or its assignees to mortgage all or any part of their interest in the Lease; (c) the obligation of Lessor to give Lessee and its Lenders (which are Lessee's collateral assignees) notice of defaults; (d) the right of Lenders or assignees to exercise Lessee's rights under the Lease and/or take title to the Lease, Wind Facilities. and/or Lessee's rights under the Lease (hut as provided for in the Lease Lenders have no obligations under LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 2 of 6 2 a C J t o ra_ O OD� romQZ 0 iv a�0 r� N o _ the Lease unless and until they hold a direct interest in the Lease); (e) limited bases for termination (i.e. only in the case of uncured monetary defaults and after expiration of all applicable cure periods); (f) cure rights in favor of Lessee and Lenders and separate cure periods for Lessee and Lenders; (f) restrictions on Lease amendments if Lessee's interests in the Lease have been mortgaged: and, (g) the obligation of Lessor to execute a new lease if the Lease is terminated. 8. The conditions, covenants, definitions (including the definition of capitalized terms not defined in this Short Form), limitations, restrictions, and terms governing the encumbrances imposed on the Premises, restrictions on use of the Premises, and rights granted in and to the Premises are set forth in the Lease. Without limitation, and except as expressly authorized by the Lease, these include Lessor's covenant to not grant any third party any rights to evaluate or develop the Premises. Also, the Lease specifies limitations, requirements, and/or restrictions, on: (a) the conveyance and development of mineral rights associated with the Premises; (b) interference with the project and/or with the rights granted in the Lease; and/or, (c) "severance" of wind rights associated with the Premises or revenue related to the Lease. 9. Also by the Lease Lessor covenants: (a) to cooperate with Lessee to obtain a non -disturbance and subordination agreement from each holder of an interest in the Premises; (b) to amend the Lease as Lessee may request in connection with its financing; and, (c) to execute consents, estoppel certificates, or other documents as Lessee may request from time -to -time. The Lease also restricts Lessor's right to transfer its payments or rights under the Lease. 10. The Parties have executed and recorded this Short Form for the purpose of giving record notice of the Lease, of the exclusive easements, leases, and rights it grants, and of certain restrictions it imposes. All of the conditions, covenants, and tenns regarding the Lease are more particularly set forth in the Lease, which is incorporated by this reference. In the event of any conflict between the conditions and terms set forth in this Short Form and the conditions and terms set forth in the Lease, the conditions and terms of the Lease will control and govern. This Short Form may be executed and/or recorded in counterparts. SIGNATURE PAGES FOLLOW LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 3 of 6 SIGNA [EKE PAGE TO SHORT FORM AGREEMENT OF LAND l,E:ASI'. AND WIND EASEMENT IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above. 1. S _.. JOAN MOCKETT BYPASS TRtiS"l' Maicicct'! hrc STATE OF G. 4-0(,,, COUNTY OF 5ak )ss. On 20 . before rnc. the undersigned. a Notary Public in and for said County and State. personally appeared — — personally known to me (or proved to me on the basis of satisfactory eyidcnce) to be the personas) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacitv(ies), and that by his/her/their signature(s) on the instrument the person(s). or the entity upon behalf of which the person(s) acted. executed the within instrument. WITNESS my hand and official seal. Notary Public Commission Expires_ LItEI)-Land Lease and ind Easement Pace 4 of 6 4435618 Pages: 5 of 7 10/02/2018 11:13 Ail R Fee:$43.00 Carly KapPes; Clerk and Recorder, Weld County, CO t1 VIII rang MICH& W�iili f� ��1ti I� I�I I■1[1 �I111 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 [; notary:i Li .` IC or ()tile,: Clll;! I I ;I tl'I: roil .. :. only the ihi Iii 5 0 lhich ?I Cer:ili 3. IS ,j,,-=ichcll, airL Liao". ll cif ii]-]' 1 - I lnI ry ri' ill State of Colifornio County of -)Cfel I\FYr-JrLl I'-) OI1 CI 24+for DU-,[ personally appear rn G } to lrlserr Nome onTrf1r ,. C)'rr,: r? ot Who proved to Elie on the Prise Of s tr-,f story C'Vidleni._ 10 1Dr the 1=_rJcin(--} n.iirl'j ,' r Jr,, III-,I'obrtC: to the within Ir15ti'ILr T1L'11f Lin(' ockr oi,,vlc=(1C1eci to Pie th II hr !'r' they E°xC'r..i.i[e l' '1 authorized CepaUtylli 'cif sled i;ICn--railer i on the Iii O:l.;nto— r t:i:. l), L 1. 'or tiro_ .--ntit`y LIIOn behalf of vtl-illrti tor-., IiE'r_orlf-t rr-iCCl r_Yr'I-�It -rl 1P'�c In�trunl�'nt NcO".°AN DENS NV ary Pun,: - Ca'fGrni5 J _ San Fr1ricsco Camrn,�s en 4 2202056 t i Ccrr-- ExC r s -D i 1.2021 P/o�CP Nor.:; ar ';ri�1 or Srarn;1 Abnvc uricler PE1'JALT` OF F'EPJI-!PY of toe St -ire of tl, ,t flit:. ir,ic-i1;I 1c1 ^;11,011 i )il 11:1 - OrZU C WI I NESS rood Orrc rtfficicil ,' SI[tnatule Sri0titurE'ot[Jr ocuy: P b,',c OPTIONAL Lrlretor,-'tlriCJ 11714 refof n1Utgeo -Ur, cle ter o/tc'rcjirn?r7 of Me C1i i - I'f r1r `iouclu/e/lt reott11chruent Or t/,,=, toim 1,0 (rn Un,ritc' 0 ,-/ �,?CLrrl rtt Description of Attached Document Title or Type of L i ment. .S h cl- - rl �E?E n f�f Ti 1 r. „A pa e �._� ttJ; I Fr j{'!, Document Date Signer(s) Other Tnein 1\1, -In -Jeri Above, Capacity(ies) Claimed, by Signer(s) Signers Name l�uirf1- L?tJL/,1 O?; e Corporate Orf r,_ Title(s)- — -- C Partner— Linutecl 7 General C n[lividual n Attoricy III Fart ❑ Trustee _]loriarrlion ref Cortsc-rvatr,i ❑ Other Signet 15 RpiFEnl,q N.in:hr'i _fl', 1,= 51dne_r':. l`-Ji-il'lr.,- ❑ Corp.;rotc, r2ffici r - :1 Pe the - Ci Linu`f' Inrlrv'i11i.-;i Li Other Signor lo Pep:er.Erniri,i 2017 NrrtionLiI In P,Ic1 lrrp M1304-09 (09/17) SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above. LESSEE: LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC Name: Title: By: _ Name: Title: ACKNOWLEDGEMENT STATE OF Y/7-5 )ss. COUNTY OF 'f�-� On trio ,�1,0 , 2016, before me, the undersigned, a Notary Public in and for said County and State, personally appeared fl ew F-1ttm us 4.4L. and Dam pi . /ow - , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is a0 subscribed to the within instrument and acknowledged to me that he/she(ffi executed the same in his/her he authorized capacity(ies), and that by his/her eir-\ signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal. Notary Public Commission Expires:09,i,, ALEXANDRIA D. PALMER �� S7 ... _; Notary Public, State of Texas 4 Comm. Expires 05-24-2021 „,, ` Notary ID 128579921 LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 5 of 6 EXHIBIT A TO SHORT FORM OF LAND LEASE AND WIND EASEMENT O r DESCRIPTION OF THE LAND THAT CERTAIN REAL PROPERTY LOCATED IN WELD COUNTY, COLORADO NIL , 4 -as Dar. - U rLL - a�— Parcel 1: gill N mm= South `/ of Section 5, Township II North, Range 58 West of the 6th P.M., County of a -m -.- r..__ Weld, State of Colorado. c Parcel 2: 4O .KN IDr4t�Y� ilk Cist>. m Northwest `,4 of Section 33. Township 12 North, Range 58 West of the 6t'' P.M., County of Weld, State of Colorado. LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 6 of 6 4311287 Pages: 1 of 7 06/19/2017 01:56 PSI R Fee:$43.00 Carly Koppes: Clerk and Recorder, Weld County, CC I'll I idPriNit1««Ih7:IF'IrDlimlir III III RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Leeward Renewable Energy, LLC 6688 N. Central Expressway, Ste. 500 Dallas, TX 75206 (Space above this line for Recorders use only) SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION THIS SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION ("Short Form`-) is made and entered on IN\ c, a) 20_0 by and between O&M Harms. LLC, a Colorado limited liability ' company whose residence/mailing address is ' Y92t C k 11/ (--Lessor"), and Leeward Renewable Energy Development. LLC. a Delaware limited liability company, whose address is 6688 Central Expressway. Suite 500, Dallas. Texas 75206 ("Lessee") (Lessor and Lessee the -Parties- and each a "Party")_ and provides as follows: WITNESSETH The Parties agree: 1. The Parties have entered into a Land Lease and Wind Easement ('-Lease") dated Vl\{,k,v 3 ,, 20/7 The Lease grants Lessee exclusive rights in and to certain land more patticularly described in the attached Exhibit A ("Premises:). The Lease also restricts certain uses of and grants certain interests in and to the Premises. 2. Generally, the Lease: (a) concerns the development of wind energy project(s) by Lessee involving the Premises: (b) grants Lessee easements. leases, and other rights related to the Premises: and, (c) limits, prohibits. and restricts other development or use(s) of the Premises that interfere with the rights granted Lessee by the Lease 3 The Lease consists of two periods — a "Development Term-- and an "Operations Tenn" (together the ``Term"). The Development Term is seven (7) years from the date of the Lease. The Operations Term starts on the Commercial Operations Date and continues until the date that is forty (40) years after this date. "Commercial Operations Date" means the earlier of the first day all Wind Turbines in the project of which the EKED- Short Form Land Lease and Wind Easement and Solar Option and Purchase Option -- CONFIDENTI-Al. Page 1 of 7 4311287 Pages: 3 of 7 06/19/2017 01:56 PM R Fee:$43.00 Carly Koppes, Clerk and Recorder Weld County, CO IMMILIMION'InC C14 V 14 II III 7, Under the Lease. Lessor granted Lessee an exclusive irrevocable option. for fifteen (15) years after the date of this Lease, to purchase up to twenty (20) contiguous acres of the Premises ("Option Property-). I l exercised. Lessor also would grant Lessee a perpetual appurtenant access easement for egress and ingress to the Option Property. 8 The Lease runs with the Premises and includes a quiet enjoyment clause. 0 The Lease includes broad assignment and finance -related provisions in favor of Lessee, including: (a) the right of Lessee and its assignees to assign (including by assignment or sublease) all or part of their rights under the Lease and/or the Wind Facilities. including for collateral security purposes: (b) the right of Lessee or its assignees to mortgage all or any part of their interest in the Lease: (c) the obligation of Lessor to give Lessee and its Lenders (which are Lessee's collateral assignees) notice of defaults; (d) the right of Lenders or assignees to exercise Lessees rights under the Lease and/or take title to the Lease. Wind Facilities, and/or Lessee's rights under the Lease (but as provided for in the Lease Lenders have no obligations under the Lease unless and until they hold a direct interest in the Lease): (c) limited bases for termination (i.e. only in the case of uncured monetary defaults and after expiration of all applicable cure periods): (l) cure rights in favor of Lessee and Lenders and separate cure periods for Lessee and Lenders: (f) restrictions on Lease amendments if Lessee's interests in the Lease have been mortgaged; and. (g) the obligation of Lessor to execute a new lease if the Lease is terminated. 10. The conditions, covenants. definitions (including the definition of capitalized terms not defined in this Short Form), limitations, restrictions, and terms governing the encumbrances imposed on the Premises, restrictions on use of the Premises. and rights granted in and to the Premises are set forth in the Lease. Without limitation. and except as expressly authorized by the Lease, these include Lessors covenant to not grant any third part} any rights to evaluate or develop the Premises. Also. the Lease specifics limitations. requirements_ and/or restrictions, on: (a) the conveyance and development of mineral rights associated with the Premises: (b) interference with the project and/or with the rights granted in the Lease; and/or_ (c) "severance of wind rights associated with the Premises or revenue related to the Lease. 11. Also by the Lease Lessor covenants: (a) to cooperate with Lessee to obtain a non -disturbance and subordination agreement from each holder of an interest in the Premises_ (b) to amend the Lease as Lessee may request in connection with its financing: and. (c) to execute consents_ estoppel certificates, or other documents as Lessee may request from time -to -time. The Lease also restricts Lessor's right to transfer its payments or rights under the Lease I.RED- Short Form Land Lease and Wind Easement and Solar Option and Purchase Option -- CONFIDENTIAL Page 3 of 7 4311287 Pages: 5 of 7 06/19/2017 01:58 PM R Fee:$43.08 Carly Koppes, Clerk and Recorder, Weld Count lI1kralirfdliChilLA4lillifILIMiiiiiiii 111111r SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION as of the date set forth above. LESSOR: O&M HARMS, LLC By:-)k_� {�1 Name: Title: 14c:ta-013 STATE OF C.t 1C ?ts eszkL COUNTY OF LVL1-I } )ss. On j`(,i,�11 20 t -I, before me. the undersigned, a Notary Public in and for said Count. and State_ personally appeared�(�; `At' 1 32 f7ArTersonally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/arc subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacit(ies), and that by his/her/their signature(s) on the instalment the person(s)_ or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal, Notary Publi Commission Expires: z L1 -L BOBBI J HOFFMAN NOTARY PUBLIC STATE OF COLORADO NOTARY ID 20054007656 MY COMMISSION EXPIRES FEBRUARY 27, 2021 LRED- Shull Form Land Lease and Wind Easement and Solar Option and Purchase Option -- CONFIDENTIAL_ Pale 5 or' 4311287 Pages: 6 of 7 06/39/2017 01:56 PM R Fee:$43.00 Carly Koedes, Clerk and Recorder, Weld County, Co WarriirRAMY INV Wilk II III SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION PURCHASE OPTION IN WITNESS WHEREOF. the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION as of the date set forth above. LESSEE: LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC B\: r �t Name' Title_ C ACKNOWLEDGEMENT STATE OF eyck-. )ss. COUNTY OF On , 2017, before me, the undersigned. a Notary Public in and for said County and State, personally appeared,,,Av..; rig,,^personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/arc subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacitv(ics), and that by his/her/their signature(s) on the instrument the person(s)_ or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal. Ncriar P'ublic Commission Expires: f.RED- Short Form Land Lease and Wind Easement and Solar Option and Purchase Option CONFIDENTIAL Page 6 or 4311287 Pages: 7 of 7 06/19/2017 01:56 PM R Fee:$43.00 Carly Koppes, Clerk and Recorder, Weld County, CO EXHIBIT A TO SHORT FORM OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION DESCRIPTION OF THE LAND THAT CERTAIN REAL PROPERTY LOCATED IN WELD COUNTY. COLORADO The NE 1/4 of Section 5, Township 1 I North. Range 59 West of the 6th P.M.. County of Weld, State of Colorado. AND The NE 1/4 of Section 7. Township 11 North. Range 59 West of the 6th P.M.. County of Weld. State of Colorado AND The NW I/ 4 of Section 3, Township 11 North, Range 59 West of the 6th P.M.. Counts of Weld. State of Colorado. AND All of Section 4. Township I 1 North, Range 59 West of the 6th P.M.. County of Weld. State of Colorado. AND The E I /2 of Section 8. Township 1 l North. Range 59 West of the 6th P M County of Weld. State of Colorado. AND All 101) feet North of the Southern boundary of the W I/2 of Section 8. Township I I North. Range 59 West of the 6th P.M. County of Weld- State of Colorado. LRI:D- Short Form Land Lease and Viand Easement and Solar Option and Purchase Option -- ('ONf1DENT1:1L Pat+e7of7 4452798 Pages: 1 of 7 12/12/2018 10:22 AM R Fee:$43.00 Carly Koppes Clerk and Recorder Weld County. CO 1IilPP1LTilii 10:1111.14u'. 11111 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: eeward Peneetahlp Energy, LLC 6688 N. Central Expressway, Ste. 500 as, r " r•✓ i- ,L) (Space above this line for Recorder's use only) SHORT FORM AGREEMENT OF FIRST AMENDMENT TO LAND LEASE AND WIND EASEMENT THIS SHORT FORM AGREEMENT OF FIRST AMENDMENT TO LAND LEASE AND WIND EASEMENT (-Short Form") is made and entered on by and between O&M Harms, LLC, a Colorado limited liability company ("Lessor") and Leeward Renewable Energy Development, LLC, a Delaware limited liability company ("Lessee") (Lessor and Lessee the 'Parties" and each a "Party"). RECITALS A. The Parties are the parties to that certain Land Lease and Wind Easement dated May 23, 2017 ("Lease"). B. A short form agreement of the Lease was recorded with the Weld County, Colorado Clerk and Recorder on June 19, 2017 at reception number 431 1287. C. The Parties have amended the Lease and want to give record notice of this amendment. For good and valuable consideration, the Parties agree: 1. Capitalized terms. Capitalized terms not defined in this Short Form have the meanings given them in the First Amendment. Amendment. The Parties have amended the Lease to include (as part of the Premises) the additional real property set forth in the attached Exhibit A. 3. Miscellaneous. All of the terms, conditions, provisions, and covenants of the First Amendment are incorporated in to this Short Form by reference. If there is any inconsistency between the terms of this Short Form and the First Amendment, the terms of the First Amendment will prevail. Colorado law governs this Short Form, and this Short Form may be executed and recorded in counterparts. Agreed to: SIGNATURE PAGES FOLLOW 4452798 Pages: 2 of 7 12/12/2018 10:22 Pf1 R Fee:$43.00 Carly Koppes Clerk and Recorder, Weld County. CO IHJAN'III SIGNATURE PAGE TO SHORT FORM AGREEMENT OF FIRST AMENDMENT TO LAND LEASE AND WIND EASEMENT LESSOR: O&M HARMS, LLC By: Name: �- Title: © u) Dated: /,2-3 -1Y' ACKNOWLEDGEMENT STATE OF r t� rr uft�f ) L./ ) SS. COUNTY OFtu_rrt.,,� ) The forgoing document was acknowledged before me this 3 day of/ i ir.; , 201S' by y�}�a e, k,(f , known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name is/are subscribed to the forgoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed in his/her authorized capacity(ies). WITNESS my hand and official seal. Ntitary Public Commission Expires: 4452798 Pages; 3 of 7 12/12/2018 10:22 AM R Fee:$43.00 Carly Koppes, Clerk and Recorder, Weld County, CO SIGNATURE PAGE TO SHORT FORM AGREEMENT OF FIRST AMENDMENT TO LAND LEASE AND WIND EASEMENT LESSEE: LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC By: Name: Title: i,' /`-(1.( r By: ,./1-"'7'<s Name: f :— \-7,4„5) , Title: ACKNOWLEDGEM ENT STATE OF �4x A_., ) ) ss. COUNTY OF DOOLa5 ) The forgoing document was acknowledged before me this 4\ day of i)cte., 2018 by 4-1(i-tre_FIcor: t-. and Tas,pri M , known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name is ar subscribed to the forgoing instrument and acknowledged to me that ham, executed the same for the purposes and consideration therein expressed in 1Ttsa`her authorizet capacity(ies). WITNESS my hand and offciat-dal. Notary Public Commission Expires: &S.-Ay/do Ja 4452798 Pages: 4 of 7 12/12/2018 10:22 AM R Fee:$43.00 Carly KcPpes, Clerk and Recorder, Weld County. CO I/ VIII ' X709'&i ll s',�'� �� ,�I��wriimill:, i � , u iii EXHIBIT A TO SHORT FORM ADDED PREMISES Parcel 1: The East 1/2 of Section 35, Township 12, Range 58 West of the 6`h P.M., County of Weld, State of Colorado. Parcel 2: The East 1/2 of Section 33, Township 12, Range 58 West of the 6th P.M, County of Weld, State of Colorado. 4452798 Pages: 5 of 7 12/12/2018 10:22 411 R Fee:$43.00 Carly Koppes Clerk and Recorder, Weld County CO ■111 lr NIVe ; y h'!Oki 1111 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF FIRST AMENDMENT TO LAND LEASE AND WIND EASEMENT "Lessor" By: Na GMwme: -- Title: �Z rti 2 r Dated: 1,--3 -1$ STATE OF [ ' j` r'7/1 Ltiz; ACKNOWLEDGEMENT ) ss. COUNTY OF G.Qt./n.d ) The forgoing document was acknowledged before me this _ day of ,;;,; , 201 S by , known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name is/are subscribed to the forgoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed in his/her authorized capacity(ies). W1TN1 SS my hand and official seal. ]Notary Public Commission Expires: 4452798 Pages: 6 of 7 12/12/2018 10-22 AM R Fee -$43.00 Carly Koppes Clerk and Recorder Weld County. CO VIII Fitt! R ATI MrIfiartilrkinNKIiiiirilild, UI III SIGNATURE PAGE TO SHORT FORM AGREEMENT OF FIRST AMENDMENT TO LAND LEASE AND WIND EASEMENT "Lessee" [ ], a Delaware limited liability company By: [ ], a Delaware limited liability company, its managing member By: Name: Title: Dated: ACKNOWLEDGEMENT STATE OF ss. COUNTY OF The forgoing document was acknowledged before me this day of , 201 by , known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name is/are subscribed to the forgoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed in his/her authorized capacity(ies). WITNESS my hand and official seal. Notary Public Commission Expires: 4452798 Pages: 7 of 7 12/12/2018 10:22 AM R Fee:$43.00 Carly Koppes, Clerk and Recorder, Weld County CO 0'i4E�E'�1� iII i111I EXHIBIT A TO SHORT FORM ADDED PREMISES 4320155 Pages: 1 of 7 07/21/2017 01:24 PM R Fee:$43.00 Carly Koppes, Clerk and Recorder, Weld County, CO I1 I MratriEY.4 '14+IL 11111 RECORDING RFQUESTF,D BY AND WHEN RECORDED RETURN TO: {.eeward Renewable Energy, LLC 6688 N. Central Expressway, Ste. 500 Dallas, IX 75206 Dev- C Ili (Space above this line for Recorder's use only) SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION THIS SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION ("Short Form") is made and entered on DC, 7 , 2017, by and between Betty L. Pohlman and Kent D, Pohlman whose resid nee/mailing address is ("Lessor"), and Leeward Renewable Energy Development, LLC, a Delaware limited liability company, whose address is 6688 Central Expressway, Suite 500, Dallas, Texas 75206 ("Lessee") (Lessor and Lessee the "Parties" and each a "Party"), and provides as follows: WITNESSETH The Parties agree: 1. The Parties have entered into a Land Lease and Wind Easement ("Lease") dated 3rs —7 20/7. The Lease grants Lessee exclusive rights in and to certain land more particularly described in the attached Exhibit A ("Premises'"). The Lease also restricts certain uses of and ≥_Trants certain interests in and to the Premises. 2. Generally, the Lease: (a) concerns the development of wind energy project(s) by Lessee involving the Premises; (h) grants Lessee easements, leases, and other rights related to the Premises; and, (c) limits, prohibits, and restricts other development or use(s) of the Premises that interfere with the rights granted Lessee by the Lease. 3. The Lease consists of two periods — a "Development Term" and an "Operations Term" (together the "Terns"). The Development Term is seven (7) years from the date of the Lease. The Operations Term starts on the Commercial Operations Date and continues until the date that is forty (40) years after this date. "Commercial Operations Date" means the earlier of the first day all Wind Turbines in the project of which the Premises is a part deliver electricity in commercial quantities or the date set forth as the Commercial Operations Date in a notice from Lessee to Lessor. LRED-Short Form Land Lease and Wind Easement and Solar Option -- CONFIDENTIAL Page 1 of 7 4320155 Pages: 2 of 7 07/21/2017 01:24 PM R Fee:$43.00 Carly Koppes. Clerk and Recorder Weld County. CO I 111 4. By the Lease, Lessor grants Lessee certain exclusive and non-exclusive rights. Lessor leases exclusively to Lessee and Lessee leases from Lessor the Premises for the sole purposes of, all as Lessee determines in its sole discretion are necessary: (a) constructing, installing, operating and maintaining wind energy conversion turbines (the "Wind Turbine(s)"), wind resource and weather measurement equipment, laydown and staging areas, operations and maintenance buildings, fences, substations, supporting structures, foundations and pads. footings, electrical transformers, fixtures, and storage equipment, electric collection and distribution and transmission lines, access roads, interconnection and switching facilities and related facilities and equipment (hereinafter "Wind Facilities") on the Premises; and. (b) performing actions, studies, and tests related to the evaluation and investigation by Lessee of the suitability of the Premises for these purposes, including inspecting and surveying the Premises, performing archaeological, avian, bat, geologic, and soils studies and tests, performing electrical interconnection and transmission studies and tests, and performing environmental and wildlife inspections, studies, and surveys. Lessor consents to Lessee's location of the Wind Facilities at any location on or off the Premises, including at or near property lines. Also, the Lease grants Lessee the right to obtain a setback waiver from Lessor if the Lease is terminated as of the Commercial Operations Date. Further, the Lease requires Lessor to grant for the Term separate easements, leases, licenses, privileges, or other rights in or to the Premises, including for access and transmission purposes and even if the remainder of the Lease is terminated. 5. The Lease also, among other things: (a) limits Lessor's use of the Premises during the Term; (b) requires Lessor to grant such further easements for access and utility purposes as Lessee may require; (c) prohibits any activities, whether on or off the Premises, that interfere with the project, including with the flow of wind on the Premises; (d) includes an express grant of a wind easement: (e) includes a requirement that Lessor divide the Premises into multiple separate leases for separate projects if requested to do so by Lessee; (t) includes a waiver by Lessor of any interest in the Wind Facilities, including any potential lien rights; (g) addresses the rights of the parties in the ease ofa condemnation of all or part of the Premises; (h) authorizes Lessee to satisfy Lessor's obligations that may become a lien or encumbrance on the Premises or Wind Facilities; and, (i) includes limited remedies and prohibits certain remedies. 6. Under the Lease, Lessor granted Lessee an exclusive irrevocable option, for seven (7) years after the date of this Lease, to lease all or parts of the Premises, but not to exceed a number of acres of the Premises equal to five (5) times the number of Wind Turbines actually installed on the Premises at the time of Lessee's exercise, ("Solar Option Property") for solar power generation. if exercised, the solar lease(s) would be for the then remaining Term (plus extension, it -any) of this Lease and would include easements across the Premises for purposes of access and transmission. The Solar Option Property may consist of multiple separate parcels, and a separate solar lease, based on industry standards, would be entered for each such separate parcel. I_.RED-Short Form Land Lease and Wind Easement and Solar Option -- CONFIDENTIAL Page 2 of 7 4320155 Pages: 3 of 7 2t09R Fee:$43.00 CO �arr oe G1ir1f 7. The Lease runs with the Premises and includes a quiet enjoyment clause. 8. The Lease includes broad assignment and finance -related provisions in favor of Lessee, including: (a) the right of Lessee and its assignees to assign (including by assignment or sublease) all or part of their rights under the Lease and/or the Wind Facilities, including for collateral security purposes; (h) the right of Lessee or its assignees to mortgage all or any part of their interest in the Lease; (c) the obligation of Lessor to give Lessee and its Lenders (which are Lessee's collateral assignees) notice of defaults: (d) the right of Lenders or assignees to exercise Lessee's rights under the Lease and/or take title to the Lease, Wind Facilities, and/or Lessee's rights under the Lease (but as provided for in the Lease Lenders have no obligations under the Lease unless and until they hold a direct interest in the Lease); (e) limited bases for termination (i.e. only in the case of uncured monetary defaults and after expiration of all applicable cure periods); (f) cure rights in favor of Lessee and Lenders and separate cure periods for Lessee and Lenders; (f) restrictions on Lease amendments if Lessee's interests in the Lease have been mortgaged; and, (g) the obligation of Lessor to execute a new lease if the Lease is terminated. 9. The conditions, covenants, definitions (including the definition of capitalized terms not defined in this Short Forms), limitations, restrictions, and teens governing the encumbrances imposed on the Premises, restrictions on use of the Premises_ and rights granted in and to the Premises arc set forth in the Lease. Without limitation, and except as expressly authorized by the Lease, these include Lessor's covenant to not grant any third party any rights to evaluate or develop the Premises. Also, the Lease specifies limitations, requirements, and/or restrictions, on: (a) the conveyance and development of mineral rights associated with the Premises; (b) interference with the project and/or with the rights granted in the Lease; and/or, (c) "severance" of wind rights associated with the Premises or revenue related to the Lease. 10. Also by the Lease Lessor covenants: (a) to cooperate with Lessee to obtain a non -disturbance and subordination agreement from each holder of an interest in the Premises; (b) to amend the Lease as Lessee may request in connection with its financing; and. (c) to execute consents, estoppel certificates, or other documents as Lessee may request from time -to -time. The Lease also restricts Lessor's right to transfer its payments or rights under the Lease. 1 1. The Parties have executed and recorded this Short Form for the purpose of giving record notice of the Lease, of the exclusive easements, leases, and rights it grants, and of certain restrictions it imposes. All of the conditions, covenants, and terms regarding the Lease are more particularly set forth in the Lease, which is incorporated by this reference. In the event of any conflict between the conditions and terms set forth in this Short Form and the conditions and teens set forth in the Lease. LRED-Short Form Land Lease and Wind Easement and Solar Option — CONFIDENTIAL Page 3 of 7 4320155 Pages: 4 of' 7 07/21/2017 01:24 PM R Fee:$43.00 Carly Koppes. Clerk and Recorder, Weld County, CO viiRE1 1p r it *hit MIi i the conditions and terms of the Lease will control and govern. This Short Form may he executed and/or recorded in counterparts. SIGNATURE PAGES FOLLOW I.RZED-Short Form Land Lease and Wind Easement and Solar Option -- CONFIDENTIAL Page 4 of 7 4320155 Pages: 5 of 7 07/21/2017 01:24 PM R Fee:$43,00 Carly Koppes. Clerk and Recorder, Weld County, CO ,Ili IllcivIE,Iff iwir# uviik l 11 ill PI:IIIti#ri ,l lil SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION as of the date set forth above. LESSOR: BETTY L. POHLMAN AND KENT D. POHLMAN 4 Betty L. Pohlan I Kent D. Pohlman STATE OF ,XvL7‘;,vl )tiS. COUNTY OF OL,,,n..z. On J,. (�{ 20_a_, before me, the undersigned. a Notary Public in and for said County and State, personally appeared Fi � L,Ack �cti personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) isiare subscribed to the within instrument and acknowledged to me that he/she/they executed the sane in hisiher/thcir authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s). or the entity upon behalfof which the person(s) acted, executed the within instrument. WIT ESS my hand and official seal. Cary Public Commission Expires: '-1 �N1HNrIer�prNe de 1W %• ED0 •• �� . pR r( �'sP USN" LRED-Short Form Land Lease and Wind Easement and Solar Option -- CONFIDENTIAL Page 5of7 4320155 Pages: 6 of 7 07/21/2017 01:24 PM R Fee:$43.00 Carly Koppes, Clerk and Recorder, Weld County CO FO.FLINlliiall,Ji .1111 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION as of the date set forth above. LESSEE: LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC By: _ Name: Title: ACKNOWLEDGEMENT STATE OF //t )ss. COUNTY OF Dat t ) On J ' , 20 a before me. the undersigned, a Notary Public in and for said County and State, personally appeared Rft-v,, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official Notary Public Commission Expires: ALEXANDRIA D PALMER s: Notary Public, Slate of Texas Comm. Expires 05-24-2021 EGF ZL+� Notary ID 128578821 LRED-Short Form Land Lease and Wind Easement and Solar Option -- CONFIDENTIAL FII)ENTIAL Page 6 of 7 4320155 Pages: 7 of 7 07/21/2017 01:24 PM R Fee:$43.00 Carly Koppes Clerk and Recorder, Weld County, CO 11111+, arirMAG1 ', IL 1� �Y#�l�1 11'��li 11111 EXHIBIT A TO SHORT FORM OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION DESCRIPTION OF THE LAND THAT CERTAIN REAL PROPERTY LOCATED IN WELD COUNTY, COLORADO The W1/2 of Section 28. Township 12 North, Range 59 West of the 6th P.M., County of Weld, State of Colorado. LRED-Short Form Land Lease and Wind Easement and Solar Option -- CONFIDENTIAL Page 7 of 7 4424944 Pages: 1 of 6 08/22/2018 10:22 PM R Fee:$38.00 Carly Kcppes, Clerk and Recorder, Weld County, CO ,. RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Leeward CG�erKy+ LLC 6688 N. Central Expressway, Ste. 500 Dallas, TX 75206 bEV-106 (Space above this line for Recorder's use only) SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT THIS SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT ("Short Form") is made and entered on i5-/- /7 , 20/S", by and between Cynthia Ann Rasmussen whose residence/mailing address is ("Lessor"), and Leeward Renewable Energy Development, LLC, a Delaware limited liability company, whose address is 6688 Central Expressway, Suite 500, Dallas, Texas 75206 (-Lessee") (Lessor and Lessee the "Parties" and each a -Party"), and provides as follows: WITNESSETH The Parties agree: 1. The Parties have entered into a Land Lease and Wind Easement ("Lease") dated Cleo 51/7 , 20 The Lease grants Lessee exclusive rights in and to certain land more particularly described in the attached Exhibit A (-Premises"). The Lease also restricts certain uses of and grants certain interests in and to the Premises. 2. Generally, the Lease: (a) concerns the development of wind energy project(s) by Lessee involving the Premises; (b) grants Lessee easements, leases, and other rights related to the Premises; and, (c) limits, prohibits, and restricts other development or use(s) of the Premises that interfere with the rights granted Lessee by the Lease. 3. The Lease consists of two periods a "Development Term" and an "Operations Term" (together the "Term"). The Development Term is seven (7) years from the date of the Lease. The Operations Term starts on the Commercial Operations Date and continues until the date that is forty (40) years after this date. "Commercial Operations Date" means the earlier of the first day all Wind Turbines in the project of which the Premises is a part deliver electricity in commercial quantities or the date set forth as the Commercial Operations Date in a notice from Lessee to Lessor. LRED-Land Lease and Wind Easement-- CONFIDENTIAL Page 1 of 6 4. By the Lease, Lessor grants Lessee certain exclusive and non-exclusive rights. Lessor leases exclusively to Lessee and Lessee leases from Lessor the Premises for the sole purposes of, all as Lessee determines in its sole discretion are necessary: (a) constructing, installing, operating and maintaining wind energy conversion turbines (the "Wind Turbine(s)"), wind resource and weather measurement equipment, laydown and staging areas, operations and maintenance buildings, fences, substations, supporting structures, foundations and pads, footings, electrical transformers, fixtures, and storage equipment, electric collection and distribution and transmission lines, access roads, interconnection and switching facilities and related facilities and equipment (hereinafter "Wind Facilities") on the Premises; and, (b) performing actions, studies, and tests related to the evaluation and investigation by Lessee of the suitability of the Premises for these purposes, including inspecting and surveying the Premises, performing archaeological, avian, bat, geologic, and soils studies and tests, performing electrical interconnection and transmission studies and tests, and performing environmental and wildlife inspections, studies, and surveys. Lessor consents to Lessee's location of the Wind Facilities at any location on or off the Premises, including at or near property lines. Also, the Lease grants Lessee the right to obtain a setback waiver from Lessor if the Lease is terminated as of the Commercial Operations Date. Further, the Lease requires Lessor to grant for the Term separate easements, leases, licenses, privileges, or other rights in or to the Premises, including for access and transmission purposes and even if the remainder of the Lease is terminated. 5. The Lease also, among other things: (a) limits Lessor's use of the Premises during the Term; (b) requires Lessor to grant such further easements for access and utility purposes as Lessee may require; (c) prohibits any activities, whether on or off the Premises, that interfere with the project, including with the flow of wind on the Premises; (d) includes an express grant of a wind easement; (e) includes a requirement that Lessor divide the Premises into multiple separate leases for separate projects if requested to do so by Lessee; (0 includes a waiver by Lessor of any interest in the Wind Facilities, including any potential lien rights; (g) addresses the rights of the parties in the case of a condemnation of all or part of the Premises; (h) authorizes Lessee to satisfy Lessor's obligations that may become a lien or encumbrance on the Premises or Wind Facilities; and, (i) includes limited remedies and prohibits certain remedies. 6. The Lease runs with the Premises and includes a quiet enjoyment clause. 7. The Lease includes broad assignment and finance -related provisions in favor of Lessee, including: (a) the right of Lessee and its assignees to assign (including by assignment or sublease) all or part of their rights under the Lease and/or the Wind Facilities, including for collateral security purposes; (b) the right of Lessee or its assignees to mortgage all or any part of their interest in the Lease; (c) the obligation of Lessor to give Lessee and its Lenders (which are Lessee's collateral assignees) notice of defaults; (d) the right of Lenders or assignees to exercise Lessee's rights under the Lease and/or take title to the Lease, Wind Facilities. and/or Lessee's rights under the Lease (but as provided for in the Lease Lenders have no obligations under 4424944 Pages: 2 of 6 08/22/2018 10:22 AID R Fee:$38.00 Carly Koppes, Clerk and Recorder Weld County, CO It Il l L the Lease unless and until they hold a direct interest in the Lease); (e) limited bases for termination (i.e. only in the case of uncured monetary defaults and after expiration of all applicable cure periods); (f) cure rights in favor of Lessee and Lenders and separate cure periods for Lessee and Lenders; (f) restrictions on Lease amendments if Lessee's interests in the Lease have been mortgaged: and, (g) the obligation of Lessor to execute a new lease if the Lease is terminated. 8. The conditions, covenants, definitions (including the definition of capitalized terms not defined in this Short Form), limitations, restrictions, and terms governing the encumbrances imposed on the Premises, restrictions on use of the Premises, and rights granted in and to the Premises are set forth in the Lease. Without limitation, and except as expressly authorized by the Lease, these include Lessor's covenant to not grant any third party any rights to evaluate or develop the Premises. Also, the Lease specifies limitations, requirements, and/or restrictions, on: (a) the conveyance and development of mineral rights associated with the Premises; (b) interference with the project and/or with the rights granted in the Lease; and/or, (c) "severance" of wind rights associated with the Premises or revenue related to the Lease. 9. Also by the Lease Lessor covenants: (a) to cooperate with Lessee to obtain a non -disturbance and subordination agreement from each holder of an interest in the Premises; (b) to amend the Lease as Lessee may request in connection with its financing; and, (c) to execute consents, estoppel certificates, or other documents as Lessee may request from time -to -time. The Lease also restricts Lessor's right to transfer its payments or rights under the Lease. 10. The Parties have executed and recorded this Short Form for the purpose of giving record notice of the Lease, of the exclusive easements, leases, and rights it grants, and of certain restrictions it imposes. All of the conditions, covenants, and terms regarding the Lease are more particularly set forth in the Lease, which is incorporated by this reference. In the event of any conflict between the conditions and terms set forth in this Short Form and the conditions and terms set forth in the Lease, the conditions and terms of the Lease will control and govern. This Short Form may be executed and/or recorded in counterparts. SIGNATURE PAGES FOLLOW 4424944 Pages: 3 of 6 08/22/2018 10:22 AM R Fee:$38.00 Carly Koppes. Clerk and Reorder Weld County CO LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 3 of 6 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above. LESSOR: CYNTHIA ANN RASMUSSEN •Cyrthia Ann Rasmussen STATE OF )ss. COUNTY OF '(.e /i7/?LL // ) On ,1/,y, 20%', before me, the undersigned, a Notary Public in and for said County and State, personally appeared t.�,F� �t t o,usslersonally known to me (or proved to irle on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal. Notary -public X Zr A Commission Expires: 1 f i GENERAL NOTARY - State o₹ Nebraska CINDY L RAHMIG My Comm. Exp. June 6, 2024 4424944 Pages: 4 of 6 08/22/2018 10:22 AI'1 R Fee:$38.00 Carly Koppes, Clerk and Recorder, Weld County, CO VIII PAM'? 1iihEahke 11111 LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 4 of 6 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above. LESSEE: LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC By: _ Name: Title: ACKNOWLEDGEMENT STATE OF ≤ yf 3 )ss. COUNTY OF Daiia,D. ) On I ) ? , 2015, before me, the undersigned, a Notary Public in and for said County and State, personally appeared icka rr,.)i ii,r .;. , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal. Notary Public Commission Expires: 0 3 ,6 4424944 Pages: 5 of B 08/22/2018 10:22 AM R Fee:$38.00 Carly Koppes, Clerk and Recorder, Weld County CD ICI WdriPhilU! III Or ALEXANDRIA D. PALMER Public, State of Texas Comm Expires 05.24.2021 '14/°ko, ' Notary ID 128579821 LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 5 of 6 EXHIBIT A TO SHORT FORM OF LAND LEASE AND WIND EASEMENT DESCRIPTION OF THE LAND THAT CERTAIN REAL PROPERTY LOCATED IN WELD COUNTY, COLORADO All of Section 19, Township 12 North, Range 58 West of the 6111 P.M., County of Weld, State of Colorado, except mineral rights. 4424944 Pages: 6 of 6 08/22/2018 10:22 AM R Fee:$38.00 Carly Koppel Clerk and Recorder, Weld County, CO 'lOfi h 1111 LRED-Land Lease and Wind Easement-- CONFIDENTIAL Page 6 of 6 u-. RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Le -ward. newable Energy LLC 6688 N. Centrak Expressway, Ste. 500 liallas, kX /5LUb DFv- N.61 4442486 Pages: 1 of 6 10/30/2018 I1 44 AM R Fee $38 00 'Carly k;?:1;�2; inr b ,r-i F;,rr,"fie" L'a l;'i Cnurrt, �C ■ ll �l��.rk��,lf ,', :r"y j"IrIk' ,� °�I�� I � iL ' �:h� �i�,i�r II,!II (Space above this line for Recorder's use only) SHORT FORM AGREEMENT OF LAND LEASE AND W1ND EASEMENT THIS SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT ("Short Form") is made and entered on oc, , 20H-- , by and between Leora Mae Roberts whose residence/mailing address is 8�n Gov C. kat`-- r • t'� a�� r pout. ( ssor") and Leeward Renewable Energy Development, [IC, a Delaware limited liability company, whose address is 6688 Central Expressway, Suite 500, Dallas. Texas 75206 (-Lessee`) (Lessor and Lessee the "Parties" and each a "Party'), and provides as follows: WITNESSETIl The Parties agree: 1. The Parties have entered into a Land Lease and Wind Easement ("Lease") dated . 20 rTs . The Lease grants Lessee exclusive rights in and to certain land more particularly described in the attached Exhibit A ("Premises"). The Lease also restricts certain uses of and grants certain interests in and to the Premises. ?. Generally. the Lease: (a) concerns the development of wind energy projects) by Lessee involving the Premises: (b) grants Lessee easements, leases. and other rights related to the Premises: and. (c) limits. prohibits_ and restricts other development or use(s) of the Premises that interfere with the rights granted Lessee by the Lease. 3. The Lease consists of two periods - a "Development Term" and an "Operations Term' (together the "Term"). The Development Term is seven (7) years from the date of the Lease. The Operations Term starts on the Commercial Operations Date and continues until the date that is forty (40) years after this date. -Commercial Operations Date" means the earlier of the first day all Wind Turbines in the project of which the Premises is a part deliver electricity in commercial quantities or the date set forth as the Commercial Operations Date in a notice from Lessee to Lessor. LRED-Land Lease and Wind Easement -- C.ONF-IDENTIAI. Page I of 7 4. By the Lease. Lessor grants Lessee certain exclusive and non-exclusive rights. Lessor leases exclusively to Lessee and Lessee leases from Lessor the Premises for the sole purposes of. all as Lessee determines in its sole discretion are necessary: (a) constructing. installing, operating and maintaining wind energy conversion turbines (the "Wind Turbine(s)"). wind resource and weather measurement equipment, laydown and staging areas, operations and maintenance buildings, fences, substations, supporting structures, foundations and pads. footings. electrical transformers. fixtures. and storage equipment. electric collection and distribution and transmission lines, access roads. interconnection and switching facilities and related facilities and equipment (hereinafter "Wind Facilities") on the Premises; and. (b) performing actions, studies_ and tests related to the evaluation and investigation by Lessee of the suitability of the Premises for these purposes, including inspecting and surveying the Premises. performing archaeological. avian, bat, geologic, and soils studies and tests. performing electrical interconnection and transmission studies and tests. and performing environmental and wildlife inspections, studies, and surveys. Lessor consents to Lessee's location of the Wind Facilities at any location on or off the Premises, including at or near property lines. Also, the Lease grants Lessee the right to obtain a setback waiver from Lessor if the Lease is terminated as of the Commercial Operations Date. Further. the Lease requires Lessor to grant for the Term separate easements, leases. licenses. privileges. or other rights in or to the Premises, including for access and transmission purposes and even if the remainder of the Lease is terminated. The Lease also, among other things: (a) limits Lessor's use of the Premises during the Term; (b) requires Lessor to grant such further easements for access and utility purposes as Lessee may require; (c) prohibits any activities, whether on or off the Premises, that interfere with the project, including with the flow of wind on the Premises: (d) includes an express grant of a wind easement: (e) includes a requirement that Lessor divide the Premises into multiple separate leases for separate projects if requested to do so by Lessee: (f) includes a waiver by Lessor of any interest in the Wind Facilities. including any potential lien rights: (g) addresses the rights of the parties in the case of a condemnation of all or part of the Premises: (h) authorizes Lessee to satisfy Lessor's obligations that may become a lien or encumbrance on the Premises or Wind Facilities: and, (i) includes limited remedies and prohibits certain remedies. 6. The Lease runs with the Premises and includes a quiet enjoyment clause. 7. The Lease includes broad assignment and finance -related provisions in favor of Lessee_ including: (a) the right of Lessee and its assignees to assign (including by assignment or sublease) all or part of their rights under the Lease and/or the Wind Facilities, including for collateral security purposes; (b) the right of Lessee or its assignees to mortgage all or any part of their interest in the Lease; (c) the obligation of Lessor to give Lessee and its Lenders (which are Lessee's collateral assignees) notice of defaults, (d) the right of Lenders or assignees to exercise Lessee's rights under the Lease and/or take title to the Lease. Wind Facilities, and/or Lessee's rights under the Lease (but as provided for in the Lease Lenders have no obligations under LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 2 of 7 4442486 Pages: 2 of 6 10/30/Z018 11 44 AM R Fee $38-00 Car 1 a 6.orile≤ 7.1erk ;rC Rwrord?' 412' CDun! -,- -'. the Lease unless and until they hold a direct interest in the Lease): (e) limited bases for termination (i.e. only in the arse of uncured monetary defaults and after expiration of all applicable cure periods): (f) cure rights in favor of Lessee and Lenders and separate cure periods for Lessee and Lenders; (f) restrictions on lease amendments if Lessee's interests in the Lease have been mortgaged: and. (g) the obligation of Lessor to execute a new lease if the Lease is terminated. S. The conditions, covenants. definitions (including the definition of capitalized terms not defined in this Short Form), limitations, restrictions. and terms governing the encumbrances imposed on the Premises. restrictions on use of the Premises. and rights granted in and to the Premises are set forth in the Lease. Without limitation_ and except as expressly authorized by the Lease. these include Lessor's covenant to not grant any third party any rights to evaluate or develop the Premises. Also. the Lease specifies limitations. requirements, and/or restrictions, on: (a) the conveyance and development of mineral rights associated with the Premises: (b) interference with the project and/or with the rights granted in the Lease: and/or, (c) "severance- of wind rights associated with the Premises or revenue related to the Lease. 9. Also by the Lease Lessor covenants: (a) to cooperate with Lessee to obtain a non -disturbance and subordination agreement from each holder of an interest in the Premises: (b) to amend the Lease as Lessee may request in connection with its financing; and, (c) to execute consents. estoppel certificates, or other documents as Lessee may request from time -to -time. The Lease also restricts Lessor's right to transfer its payments or rights under the Lease. 10. The Parties have executed and recorded this Short Form for the purpose of giving record notice of the Lease, of the exclusive easements. leases, and rights it grants, and of certain restrictions it imposes. All of the conditions, covenants_ and terms regarding the Lease are more particularly set forth in the Lease, which is incorporated by this reference. In the event of any conflict between the conditions and terms set forth in this Short Form and the conditions and terms set forth in the Lease. the conditions and terms of the Lease will control and govern. This Short Form may be executed and/or recorded in counterparts. SIGNATURE PAGES FOLLOW 4442436 Pages= 3 of 6 10/30/2018 11 44 OM R Fee $38 00 �2rlI ll �■J�;�'�c lejs �I �Gierl: I■@��,. lPec_nrise■'-Al Weil .__I{n"*''5II UI rag N�I�111 OI 4111 F I1 fRll I 11 0.I If� I IIS' ,I III LRED-Land Lease and Wind Casement--CONFIDENTI:t L. I'a!ge 3 of 7 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT IN WITNESS WHEREOF. the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above. LESSOR: LEORA MAE ROBERTS Leora Mae Roberts STATE OFD/U/c« Vic, )ss. COUNTY OF On _ GZ� -v /3 20/Y. before me. the undersigned_ a Notary Public in and for said County and State. personally appeared . ec.)/J - ,S personally known to me (or proved to me on the basis of satisfactory evidence) to he the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies). and that by his/her/their signature(s) on the instrument the person(s). or the entity upon behalf of which the person(s) acted. executed the within instrument. WITNESS my hand and official seal. � �.,��vvL�zJ Notary Put is Commission Expires: .2 —/ - 1 e 4442486 Pages: 4 of 6 10/30/2018 11.44 AM R Fe eeL $3800 Korpes rWeld LAZED-LandLease and Wind Easement -- CONFIDENTIAL Page 4 of SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT IN WITNESS WHEREOF. the Parties have executed this SI-IORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above. LESSEE: LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC By: Name: Title: V P By: Name: ,�3asav+ �'c11 Title: ' coo STATE OF COUNTY OF 11.,atta� ACKNOWLEDGEMENT )ss. ) On Octo c„,_ .3444, 20 td, before me, the undersigned. a Notary Public in and for said County and State, personally appeared A - personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) i are subscribed to the within instrument and acknowledged to me that he/she the executed the same in his/her hei authorized capacity(ies). and that by his/her eir'signature(s) on the instrument the person(s). or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal. Notary Public Commission Expires: 5/ r 4442486 Pages: 5 of 6 11/30i203!3 11.44 P11 R Fee:$38,00 --]y _o!7,I7,7=s Clerk anc: aeccrd:er. !.:el:J 'nui•ty '1,G U M FrahriVi'w it l.ki idiLVM Bill ERRED -Land Lease and Wind Easement -- CONFIDENTIAL Page 5 of 7 EXHIBIT A TO SHORT I=ORM OF LAND LEASE AND WIND EASEMENT DESCRIPTION OF THE LAND THAT CERTAIN REAL PROPERTY LOCATED IN WELD COUNTY. COLORADO SW 1/4 of Section 29, Township 12 North. Range 58 West of the 6111 P.M. County of Weld. State of Colorado. 4442486 Pages: 6 of 6 10;30/2018 11,44 OM a F e:$33_00 -1-Iy x ;,p,7 'IP-H env KPf,'cfdei- !field Count',. 1T 1PD,�t4 `+, "� 't�L�, "�, Irl LRL• D -Land Lease and Wind Laserena -- CONFIDENTIAL Page 7 of 7 4442485 Pages: 1 of 6 10,'30/2010 11 44 RPi R Fee $38 00 r ! .nlso Tier ?r _y P1.j=7, ' r• i'11�u� RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Leeward Renewable Energy, LLC 6688 N. Central Expressway, Ste. 500 UailaS;'x75205 17.61 (Space above this line for Recorder's use only) SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT THIS SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT ("Short Form") is made and entered on �c bwc `3 . 20 i . by and between Marvin E. Roberts whose residence/mailing address is tflm11 we 13v, Gxsiaw�4 , Legs ("Lessor"). and Leeward Renewable Energy Development, LLC. a Delaware limited liability company. whose address is 6688 Central Expressway_ Suite 500, Dallas. Texas 75206 ("Lessee") (Lessor and Lessee the "Parties" and each a "Party"). and provides as follows: WITNESSETI! The Parties agree: 1. The Parties have entered into a Land Lease and Wind Easement ("Lease") dated pc,y I3 .201%. The Lease grants Lessee exclusive rights in and to certain land more particularly described in the attached Exhibit A ("Premises"). The Lease also restricts certain uses of and grants certain interests in and to the Premises. 2. Generally, the Lease: (a) concerns the development of wind energy project(s) by Lessee involving the Premises: (b) grants Lessee easements. leases. and other rights related to the Premises: and. (c) limits, prohibits, and restricts other development or use(s) of the Premises that interfere with the rights granted Lessee by the Lease. �. The Lease consists of two periods - a "Development Term" and an -Operations Term" (together the "Term"). The Development Term is seven (7) years from the date of the -lease. The Operations Term starts on the Commercial Operations Date and continues until the date that is forty (40) years after this date. "Commercial Operations Date" means the earlier of the first day all Wind Turbines in the project of which the Premises is a part deliver electricity in commercial quantities or the date set forth as the Commercial Operations Date in a notice from Lessee to Lessor. LRED-Land Lease and 11'ind Easement --CONFIDENTIAL Page 1 of 6 4. Br the Lease, Lessor grants Lessee certain exclusive and non-exclusive rights. Lessor leases exclusively to Lessee and Lessee leases from Lessor the Premises for the sole purposes of. all as Lessee determines in its sole discretion are necessary: (a) constructing. installing. operating and maintaining wind energy conversion turbines (the "Wind Turbines)"), wind resource and weather measurement equipment, laydown and staging areas, operations and maintenance buildings. fences, substations, supporting structures. foundations and pads. footings, electrical transformers. fixtures, and storage equipment. electric collection and distribution and transmission lines, access roads, interconnection and switching facilities and related facilities and equipment (hereinafter "Wind Facilities") on the Premises: and, (b) performing actions, studies, and tests related to the evaluation and investigation by Lessee of the suitability of the Premises for these purposes. including inspecting and surveying the Premises, performing archaeological, avian. bat. geologic, and soils studies and tests. performing electrical interconnection and transmission studies and tests, and performing environmental and wildlife inspections. studies. and surveys. Lessor consents to Lessee's location of the Wind Facilities at any location on or off the Premises, including at or near property lines. Also, the Lease grants Lessee the right to obtain a setback waiver from Lessor if the Lease is terminated as of the Commercial Operations Date. Further. the Lease requires Lessor to grant for the Term separate easements, leases. licenses_ privileges. or other rights in or to the Premises. including for access and transmission purposes and even if the remainder of the Lease is terminated. 5. The Lease also, among other things: (a) limits Lessor's use of the Premises during the 'Tern/; (b) requires Lessor to grant such further easements for access and utility purposes as Lessee may require; (c) prohibits any activities, whether on or off the Premises. that interfere with the project. including with the flow of wind on the Premises: (d) includes an express grant of a wind easement: (e) includes a requirement that Lessor divide the Premises into multiple separate leases for separate projects if requested to do so by Lessee; (f) includes a waiver by Lessor of any interest in the Wind Facilities, including any potential lien rights: (g) addresses the rights of the parties in the case of a condemnation of all or part of the Premises: (h) authorizes Lessee to satisfy Lessor's obligations that may become a lien or encumbrance on the Premises or Wind Facilities: and, (i) includes limited remedies and prohibits certain remedies. 6. The Lease runs with the Premises and includes a quiet enjoyment clause. 7. The Lease includes broad assignment and finance -related provisions in favor of Lessee. including: (a) the right of Lessee and its assignees to assign (including by assignment or sublease) all or part of their rights under the Lease and/or the Wind Facilities, including for collateral security purposes; (b) the right of Lessee or its assignees to mortgage all or any part of their interest in the Lease: (c) the obligation of Lessor to give Lessee and its Lenders (which are Lessee's collateral assignees) notice of defaults; (d) the right of Lenders or assignees to exercise Lessee's rights under the Lease and/or take title to the Lease. Wind Facilities, and/or Lessee's rights under the Lease (but as provided for in the Lease Lenders have no obligations under LRED-Land Lease anti \\end Easement -- CONFIDENTIAL Page 2off 4442485 Pages! 2 of 6 1C/30/2018 11 44 Arr, P Fee $38.0 (La' ,,,d ❑e',n''!i � tJE d ,'._,.r.�t, 'p ■iii FATM#LATIAD jiali isf Ill�� I the Lease unless and until they hold a direct interest in the Lease): (e) limited bases for termination (i.e. only in the case of uncured monetary defaults and after expiration of all applicable cure periods); (f) cure rights in favor of Lessee and Lenders and separate cure periods for Lessee and Lenders:_ (f) restrictions on Lease amendments if Lessees interests in the Lease have been mortgaged; and, (g) the obligation of Lessor to execute a new lease if the Lease is terminated. 8. The conditions, covenants, definitions (including the definition of capitalized terms not defined in this Short Form). limitations, restrictions, and terms governing the encumbrances imposed on the Premises. restrictions on use of the Premises. and rights granted in and to the Premises are set forth in the Lease. Without limitation, and except as expressly authorized by the Lease, these include Lessor's covenant to not grant any third party any rights to evaluate or develop the Premises. Also, the Lease specifies limitations, requirements. and/or restrictions, on: (a) the conveyance and development of mineral rights associated with the Premises; (b) interference with the project and/or with the rights granted in the Lease; and/or. (c) ..severance'" of wind rights associated with the Premises or revenue related to the Lease. 9. Also by the Lease Lessor covenants: (a) to cooperate with Lessee to obtain a non -disturbance and subordination agreement from each holder of an interest in the Premises: (b) to amend the Lease as Lessee may request in connection with its financing; and. (e) to execute consents. estoppel certificates, or other documents as Lessee may request from time -to -time. The Lease also restricts Lessor's right to transfer its payments or rights under the Lease. 10. The Parties have executed and recorded this Short Form for the purpose of giving record notice of the Lease. of the exclusive easements. leases, and rights it grants, and of certain restrictions it imposes. All of the conditions. covenants, and terms regarding the Lease are more particularly set forth in the Lease, which is incorporated by this reference. In the event of any conflict between the conditions and terms set forth in this Short Form and the conditions and terms set forth in the Lease. the conditions and terms of the Lease will control and govern. This Short Form may be executed and/or recorded in counterparts. SIGNATURE PAGES FOLLOW 4442485 Pages 3 of 6 10/30/2018 11 44 i!1 R Fee $33.00 -,r�!r pn „C?5 '_lark 3r'1 �FOpr-river r:'eiL I,L4I t LRED-Land Lease and Wind Easement -- CONFIDENTIAL. rage 3 of SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above. LESSOR: MARVIN E. ROBERTS Marvin E. Roberts STATE OF 4,60,10 )ss. COUNTY OF hle l ) On 6/(`f s.- /3 20 before me. the undersigned. a Notary Public in and for said County and State_ personally appeared/) -e, i &bf .-fTh personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) islare subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies)_ and that by his/her/their signature(s) on the instrument the person(s). or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal. c a Notary Pubric Commission Expires: -I - 4442485 Pages: 4 of 6 10/30/201B 11. 44 AM P Fee:$38 00 Car 1 r ".r„rac ins , -r-d Gr--r. t.r r{rr id.? Iii--'.;r�•. UI Pill P T F ,Ijir ii;itit lr�i.Y1I Vat ®I !I LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 4 of 6 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT IN WITNESS y 'IIEREOF. the Parties have executed this SIIORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above. LESSEE: LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC By: I Name: Ake.,f-t.N &v.��. Tide: _ 1 By: /t �'. Name/3-0...w, t\11cv, Title:' cOc ACKNOWLEDGEMENT STATE OF —re-.),(4Q, )ss. COUNTY OF k t* ) On Oe vpeytr a� , 20 le-, before me, the undersigned, 'a Notary Public in and for said County and State. personally appeared p,,ac„" -,„��+so� fac►rwl personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) i. are) subscribed to the within instrument and acknowledged to me that he/she -1e executed the same in his/her eir authorized capacity(ies), and that by his/her heiysignature(s) on the instrument the person(s)._ or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal. Notary Public Commission Expires: 5/i -t/ 4442485 Pages: 5 of 6 10/30/2018 11:44 AM R Fee ',$38.00 Carl. .rgpv_s erk = U F.acc e Wei:1 Court CO LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 5of6 EXHIBIT TO SHORT FORM OF LAND LEASE AND WIND EASEMENT DESCRIPTION OF THE LAND THAT CERTAIN REAL PROPERTY LOCATED IN WIELD COUNTY. COLORADO Tract 1: 240 Acres of the West ';'4 of Section 21, Township 12 North. Range 58 West of the 611 P.M.. County of Weld. State of Colorado. PIN: 003321000001 4442485 pages: 6 of 6 10/30/2012, 11.44 AM R Fee $38 00 Carl. Koo.es MIN WaViill �� NI;i 1�� "��iJ'"fray 1,1�'1'r, III! LREI)-Land Lease and Wind Fasernent -- CONFIDENTIAL Page 6 of 6 4415240 Pages: 1 of 6 07/16/2018 12:48 PM R Fee:$38,00 Carly Koppes, Clerk and Recorder, Weld County, COI ■III 1�1��1 �I r�l��'f�<<� h!�: L� I�1111��1'lilll��1 lalii lI ii RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Leeward Renewable Energy, LLC Central Expressway, Ste, SuC Dallas, T7( 75206 mBw - acv (Space above this line for Recorder's use only) SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT THIS SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT ("Short Form") is made and entered on 20 j . , by and between Dawn Shoemaker and Wade Shoemaker whose residence/mailing address is t'01,15.1; R LGk 130 , J aushrw-tf, NL Wtcol' ectively. "Lessor"). and Leeward Renewable Energy Development, LLC, a Delaware limited liability company. whose address is 6688 Central Expressway, Suite 500, Dallas, Texas 75206 ("Lessee") (Lessor and Lessee the "Parties" and each a ``Party"), and provides as follows: WITNESSETH The Parties agree: 1. The Parties have entered into a Land Lease and Wind Easement (``Lease") dated �1.t l't ' z`, 20 [X. The Lease grants Lessee exclusive rights in and to certain land more particularly described in the attached Exhibit A ("Premises""). The Lease also restricts certain uses of and grants certain interests in and to the Premises. 2. Generally, the Lease: (a) concerns the development of wind energy project(s) by Lessee involving the Premises; (b) grants Lessee easements, leases, and other rights related to the Premises; and, (c) limits, prohibits. and restricts other development or use(s) of the Premises that interfere with the rights granted Lessee by the Lease. i. The Lease consists of two periods — a "Development Term" and an "Operations Term" (together the "Term"). The Development Term is seven (7) years from the date of the Lease. The Operations Term starts on the Commercial Operations Date and continues until the date that is forty (40) years after this date. '`Commercial Operations Date" means the earlier of the first day all Wind Turbines in the project of which the Premises is a part deliver electricity in commercial quantities or the date set forth as the Commercial Operations Date in a notice from Lessee to Lessor. LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 1 of 6 4. By the Lease, Lessor grants Lessee certain exclusive and non-exclusive rights. Lessor leases exclusively to Lessee and Lessee leases from Lessor the Premises for the sole purposes of, all as Lessee determines in its sole discretion are necessary: (a) constructing, installing, operating and maintaining wind energy conversion turbines (the "Wind Turbine(s)"), wind resource and weather measurement equipment, laydown and staging areas, operations and maintenance buildings, fences, substations, supporting structures, foundations and pads. footings, electrical transformers, fixtures, and storage equipment, electric collection and distribution and transmission lines, access roads, interconnection and switching facilities and related facilities and equipment (hereinafter "Wind Facilities") on the Premises; and, (b) performing actions, studies. and tests related to the evaluation and investigation by Lessee of the suitability of the Premises for these purposes, including inspecting and surveying the Premises, performing archaeological, avian, bat, geologic, and soils studies and tests, performing electrical interconnection and transmission studies and tests, and performing environmental and wildlife inspections, studies, and surveys. Lessor consents to Lessee's location of the Wind Facilities at any location on or off the Premises, including at or near property lines. Also, the Lease grants Lessee the right to obtain a setback waiver from Lessor if the Lease is tenninated as of the Commercial Operations Date. Further, the Lease requires Lessor to grant for the Term separate easements. leases, licenses, privileges. or other rights in or to the Premises, including for access and transmission purposes and even if the remainder of the Lease is terminated. 5. The Lease also, among other things: (a) limits Lessor's use of the Premises during the Term; (b) requires Lessor to grant such further easements for access and utility purposes as Lessee may require: (c) prohibits any activities, whether on or off the Premises, that interfere with the project, including with the flow of wind on the Premises; (d) includes an express grant of a wind easement; (e) includes a requirement that Lessor divide the Premises into multiple separate leases for separate projects if requested to do so by Lessee; (f) includes a waiver by Lessor of any interest in the Wind Facilities, including any potential lien rights; (g) addresses the rights of the parties in the case of a condemnation of all or part of the Premises; (h) authorizes Lessee to satisfy Lessor's obligations that may become a lien or encumbrance on the Premises or Wind Facilities; and. (i) includes limited remedies and prohibits certain remedies. 6. The Lease runs with the Premises and includes a quiet enjoyment clause. 7. The Lease includes broad assignment and finance -related provisions in favor of Lessee, including: (a) the right of Lessee and its assignees to assign (including by assignment or sublease) all or part of their rights under the Lease and/or the Wind Facilities, including for collateral security purposes; (b) the right of Lessee or its assignees to mortgage all or any part of their interest in the Lease; (c) the obligation of Lessor to give Lessee and its Lenders (which are Lessee's collateral assignees) notice of defaults; (d) the right of Lenders or assignees to exercise Lessee's rights under the Lease and/or take title to the Lease, Wind Facilities. and/or Lessee's rights under the Lease (hut as provided for in the Lease Lenders have no obligations under LRED-Land Lease and Wind Easement CONFIDENTIAL Page 2 of 6 4415240 Pages: 2 of 6 07/16/2018 12:48 PM R Fee:$38.00 Carly Koppes. Clerk and Recorder. Weld County. CO /III KIM*tiI'I� '� ' '�Jrl�#��k�" � 1'�' tr l � 044Bill the Lease unless and until they hold a direct interest in the Lease); (e) limited bases for termination (i.e. only in the case of uncured monetary defaults and after expiration of all applicable cure periods); (0 cure rights in favor of Lessee and Lenders and separate cure periods for Lessee and Lenders; (0 restrictions on Lease amendments if Lessee's interests in the Lease have been mortgaged; and, (g) the obligation of Lessor to execute a new lease if the Lease is terminated. 8. The conditions, covenants, definitions (including the definition of capitalized terms not defined in this Short Form), limitations, restrictions, and terms governing the encumbrances imposed on the Premises, restrictions on use of the Premises, and rights granted in and to the Premises are set forth in the Lease. Without limitation, and except as expressly authorized by the Lease. these include Lessor's covenant to not grant any third party any rights to evaluate or develop the Premises. Also, the Lease specifies limitations, requirements, and/or restrictions, on: (a) the conveyance and development of mineral rights associated with the Premises: (b) interference with the project and/or with the rights granted in the Lease; and/or. (c) "severance" of wind rights associated with the Premises or revenue related to the Lease. 9. Also by the Lease Lessor covenants: (a) to cooperate with Lessee to obtain a non -disturbance and subordination agreement from each holder of an interest in the Premises; (b) to amend the Lease as Lessee may request in connection with its financing; and, (c) to execute consents, estoppel certificates, or other documents as Lessee may request from time -to -time. The Lease also restricts Lessor's right to transfer its payments or rights under the Lease. 10. The Parties have executed and recorded this Short Form for the purpose of giving record notice of the Lease, of the exclusive easements, leases, and rights it grants, and of certain restrictions it imposes. All of the conditions, covenants. and terms regarding the Lease are more particularly set forth in the Lease, which is incorporated by this reference. In the event of any conflict between the conditions and terms set forth in this Short Form and the conditions and terms set forth in the Lease, the conditions and terms of the Lease will control and govern. This Short Form may be executed and/or recorded in counterparts. SIGNATURE PAGES FOLLOW 4415240 Pages: 3 of 6 07/16/2018 12:48 PM R Fee:$38.00 Carly Koppes, CIerk and Recorder. Weld County CO •IIIKin 11111 LRED-Land Lease and Wind Easement —CONFIDENTIAL Page 3 of SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT IN WITNESS WHEREOF. the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above. LESSOR: DAWN SHOEMAKER AND WADE SHOEMAKER Wade Shoemaker STATE OF' )ss. COUNTY OF , On 20 'E` before me, the undersigned, a Notary Public in and for said County and State, personally appeared;,._::,_�:x.. F__ +_;,,.,;(.,,r personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. ,- WITNESS my d and official seal. Notary Public Commission Fapires: 4415240 Pages: 4 of 6 07/16/2018 12:48 PM R Fee:$38.00 Carly Koppes, Clerk and Recorder, Weld County, CO Efid: 1,1R740 SARAH E. SHUBERT NOTARY PUBLIC STATE OF COLORADO NOTARY ID 20144017662 MY COMMISSION EXPIRES 4-30-2022 LRED-Land Lease and Wind EasementCONFIDENTIAL Page 4 of6 COUNTY OF dCi i t SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT IN WITNESS WHEREOF, the Parties have executed this SI-IORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above. LESSEE: LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC By: `" ( Name: ,d+lF,ctii Title: j i ej !\e/i;e f, ACKNOWLEDGEMENT STATE OF X t5 )ss. On Jo., (e , ?a f 6, before me, the undersigned, a Notary Public in and for said County and State, personally appeared , (y.e,,, ria,,,,1u,, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official_ eal. /21/ / • Notary Public Commission Expires: 6 51,27.1,c,,,211 .1,G 11 4415240 Pages: 5 of 6 07/16/2018 12:48 PM R Fee:$38.00 Carly Koppes, Clerk and Recorder, Weld County: CO lIII NCII4MIIITC I4,'IrV l kil '1a III 1 ICY! M1''14 II II LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 5of6 EXHIBIT A TO SHORT FORM OF LAND LEASE AND WIND EASEMENT DESCRIPTION OF THE LAND THAT CERTAIN REAL PROPERTY LOCATED IN We tj COUNTY, COLORADO Tract 1 The E1/2 of Section 10, Township 1 1 North, Range 59 West of the 6th P.M.. County of Weld. State of Colorado. Tract 2: The S1/2 of Section 2. Township 11 North. Range 59 West of the 6th P.M., County of Weld. State of Colorado. Tract 3 - The N1/2 of Section 11. Township 11 North, Range 59 West of the 6th P.M., County of Weld, State of Colorado. Tract 4: All of Section 9, Township I 1 North, Range 58 West of the 6th P.M., County of Weld, State of Colorado. Tract 5: The S1/2 of Section 10, Township 11 North. Range 58 West of the 6th P.M., County of Weld. State of Colorado. 4415240 Pages: 6 of 6 07/16/2018 12:48 PM R Fee:$38.00 Carly Koppes, Clerk and Recorder, Weld County, CO 1111 Nra!IXIAll'ilfICIOILIChiliiriderVINNI54511.4 111 III LRED-Land Lease and Wind Easement — CONFIDENTIAL Page 6 of 6 COLORADO State Land Board November 3, 2018 Department of Planning and Building 1555 North 17th Avenue Greeley, CO 80631 To whom it may concern, The Colorado State Board of Land Commissioners (State Land Board) is the owner of the following parcels of land in Weld County: Parcel # Township Range Section Legal Description 003536000005 12N 59W 36 ALL 021703000006 11N 59W 3 SE '/ 021703000007 11N 59W 3 NE % and SW % 021709000002 11N 59W 9 ALL 021710000003 11N 59W 10 NW % 021710000004 11N 59W 10 SW % 021715000005 11N 59W 15 NW % SE '/ 021715000004 11N 59W 15 SW 1/4 021715000006 11N 59W 15 NE '/4 Leeward Renewable Energy Development, LLC, (Leeward) whose address is 6688 N. Central Expressway, Ste. 500 Dallas, TX 75206, is operating under a planning lease with the State Land Board for a wind project on the above listed parcels. Leeward is hereby authorized to create, sign and process all of the necessary paperwork for an application for the construction and operation of a wind energy project on the lands listed above. This authorization is limited to the submission of application materials to the Weld County Department of Planning and Building for the above referenced land development project. All other documents, including final site plans, must be approved and signed by the State Land Board. If you have any questions regarding this authorization, please contact me at 303.866.3454 ext. 3328. Sincerely, 44011.-51 David S. Rodenbeg Renewable Energy Manager 1127 Sherman Street, Suite 300, Denver, CO 80203-2206 P 303.866.3454 F 303.866.3152 www.colorado.gov/ trustlands x k- 1 7iEfr 4435617 Pages: of 6 10/02/2018 11:13 A 1 M RFee:$38.00 Carly Koppel, Clerk and Recorder, Weld County, CO •Ill h�r�1 *� �L �I�1�1 � �s I �f 4�h'I r41�'� i 11 lI I RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Leeward Renewable FnerBy, 11 C 6688 N. Central Expressway, Ste. 500 Ddlld5, TX 72u5 (Space above this line for Recorder's use only) SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT THIS SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT ("Short Form") is made and entered on." 20. `', by and between Troy Vogel _and Dena, Vogel whose residence/mailing address is f "' '' `4L Lessor"'), and Leeward Renewable Energy Development, LLC, a Delaware limited liability company, whose address is 6688 Central Expressway, Suite 500, Dallas, Texas 75206 ("Lessee"') (Lessor and Lessee the "Parties" and each a "Party"), and provides as follows: WITNESSETH The Parties agree: 1. The Parties have entered into a Land Lease and Wind Easement ("Lease-) dated 5 e t � soar 1, 20 I . The Lease grants Lessee exclusive rights in and to certain land more particularly described in the attached Exhibit A (``Premises"). The Lease also restricts certain uses of and grants certain interests in and to the Premises. 2. Generally, the Lease: (a) concerns the development of wind energy project(s) by Lessee involving the Premises; (b) grants Lessee easements, leases, and other rights related to the Premises; and, (c) limits, prohibits, and restricts other development or use(s) of the Premises that interfere with the rights granted Lessee by the Lease. 3. The Lease consists of two periods — a "Development Term" and an "Operations Term" (together the "Term'`). The Development Term is seven (7) years from the date of the Lease. The Operations Term starts on the Commercial Operations Date and continues until the date that is forty (40) years after this date. ``Commercial Operations Date" means the earlier of the first day all Wind Turbines in the project of which the Premises is a part deliver electricity in commercial quantities or the date set forth as the Commercial Operations Date in a notice from Lessee to Lessor. LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 1 of 6 OM mD� .3tot% n5 IA -01 Oat u N - aa.4 E Lill Waro� dsro co IV IN N0 ED a • to 3- 4. By the Lease, Lessor grants Lessee certain exclusive and non-exclusive rights. Lessor leases exclusively to Lessee and Lessee leases from Lessor the Premises for the sole purposes of, all as Lessee determines in its sole discretion are necessary: (a) constructing, installing, operating and maintaining wind energy conversion turbines (the "Wind Turbine(s)"), wind resource and weather measurement equipment, laydown and staging areas, operations and maintenance buildings, fences, substations, supporting structures, foundations and pads, footings, electrical transformers, fixtures, and storage equipment, electric collection and distribution and transmission lines, access roads, interconnection and switching facilities and related facilities and equipment (hereinafter "Wind Facilities") on the Premises; and, (b) performing actions, studies, and tests related to the evaluation and investigation by Lessee of the suitability of the Premises for these purposes, including inspecting and surveying the Premises, performing archaeological, avian, bat, geologic, and soils studies and tests, performing electrical interconnection and transmission studies and tests, and performing environmental and wildlife inspections, studies, and surveys. Lessor consents to Lessee's location of the Wind Facilities at any location on or off the Premises, including at or near property lines. Also, the Lease grants Lessee the right to obtain a setback waiver from Lessor if the Lease is terminated as of the Commercial Operations Date. Further, the Lease requires Lessor to grant for the Term separate easements, leases, licenses, privileges, or other rights in or to the Premises, including for access and transmission purposes and even if the remainder of the Lease is terminated. 5. The Lease also, among other things: (a) limits Lessor's use of the Premises during the Term; (b) requires Lessor to grant such further easements for access and utility purposes as Lessee may require; (c) prohibits any activities, whether on or off the Premises, that interfere with the project, including with the flow of wind on the Premises: (d) includes an express grant of a wind easement; (e) includes a requirement that Lessor divide the Premises into multiple separate leases for separate projects if requested to do so by Lessee; (t) includes a waiver by Lessor of any interest in the Wind Facilities, including any potential lien rights; (g) addresses the rights of the parties in the case of a condemnation of all or part of the Premises; (h) authorizes Lessee to satisfy Lessor's obligations that may become a lien or encumbrance on the Premises or Wind Facilities: and, (i) includes limited remedies and prohibits certain remedies. 6. The Lease runs with the Premises and includes a quiet enjoyment clause. 7. The Lease includes broad assignment and finance -related provisions in favor of Lessee, including: (a) the right of Lessee and its assignees to assign (including by assignment or sublease) all or part of their rights under the Lease and/or the Wind Facilities, including for collateral security purposes; (b) the right of Lessee or its assignees to mortgage all or any part of their interest in the Lease; (c) the obligation of Lessor to give Lessee and its Lenders (which are Lessee's collateral assignees) notice of defaults; (d) the right of Lenders or assignees to exercise Lessee's rights under the Lease and/or take title to the Lease. Wind Facilities, and/or Lessee's rights under the Lease (but as provided for in the Lease Lenders have no obligations under LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 2 of 6 the Lease unless and until they hold a direct interest in the Lease): (e) limited bases for termination (i.e. only in the case of uncured monetary defaults and after expiration of all applicable cure periods); (f) cure rights in favor of Lessee and Lenders and separate cure periods for Lessee and Lenders; (f) restrictions on Lease amendments if Lessee's interests in the Lease have been mortgaged; and. (g) the obligation of Lessor to execute a new lease if the Lease is terminated. 8. The conditions, covenants, definitions (including the definition of capitalized terms not defined in this Short Form), limitations, restrictions, and terms governing the encumbrances imposed on the Premises, restrictions on use of the Premises, and rights granted in and to the Premises are set forth in the Lease. Without limitation, and except as expressly authorized by the Lease, these include Lessor's covenant to not grant any third party any rights to evaluate or develop the Premises. Also, the Lease specifies limitations, requirements, and/or restrictions, on: (a) the conveyance and development of mineral rights associated with the Premises; (b) interference with the project and/or with the rights granted in the Lease; and/or, (c) "severance"" of wind rights associated with the Premises or revenue related to the Lease. 9. Also by the Lease Lessor covenants: (a) to cooperate with Lessee to obtain a non -disturbance and subordination agreement from each holder of an interest in the Premises; (b) to amend the Lease as Lessee may request in connection with its financing; and, (c) to execute consents, estoppel certificates, or other documents as Lessee may request from time -to -time. The Lease also restricts Lessor's right to transfer its payments or rights under the Lease. 10. The Parties have executed and recorded this Short Form for the purpose of giving record notice of the Lease, of the exclusive easements, leases, and rights it grants, and of certain restrictions it imposes. All of the conditions, covenants, and terms regarding the Lease are more particularly set forth in the Lease, which is incorporated by this reference. In the event of any conflict between the conditions and terms set forth in this Short Form and the conditions and terms set forth in the Lease, the conditions and terms of the Lease will control and govern. This Short Form may be executed and/or recorded in counterparts. SIGNATURE PAGES FOLLOW LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 3 of 6 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT a _ U _ CO 3 O Qw° - 1 cm is a co a_ ..V H m W .-4No oIn re) m—.- .- 3 ?.:t. IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above. LESSOR: TROY VOGEL AND DENA VOGEL Dena Vogel STATE OF OlYticl U )ss. COUNTY OF 1,4DtCk ) On i, 20 before me, the undersigned, a Notary Public in and for said County and State, personally appeared j) aDeirVi Voce personally known to me (or proved to me on the basis of satisfacto y evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS ,4},, hand ad official seal. No t'r Public l'ff Commission Expires: a' `'aO JODI DNORIO NOTARY PUBLIC STATE OF COLORADO NOTARY ID #20044002545 MY COMMISSiON EXPIRES 02/1412020 LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 4 of 6 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT dS IN WITNESS WHEREOF, the Parties have executed this SHORT FORM ,: AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above. ° m ram LESSEE: LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC M mom Oar in LL a# U imCe-4 By: i.ice" {{ i0;q2# Name: r (2v% j- 4. ✓' c, a� m7:2 Title: V s c w - _S ; (;):,..4' " ,m — NN o`er ACKNOWLEDGEMENT In ,. STATE OF / Tv,' } )ss. COUNTY OF DUJJ tA,S ) On ,Sttg,rtbz.1 ( , 20!$, before me, the undersigned, a Notary Public in and for said County and State, personally appeared `"' , , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) (is are subscribed to the within instrument and acknowledged to me that she/they executed the same in is er/their authorized capacity(ies), and that by 1(16/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal. Notary Public Commission Expires: 0.51,2v/,„2 p ( o"' 11/. ALEXANDRIA D. PALMER tiA .. VA: °/.‘„(t.:;( -1 -•,Notary Public, State of Texas gip.' Comm. Expires 05-24-2021 '1*, ,,r`• Notary ID 128579821 LREI)-Land Lease and Wind Easement -- CONFIDENTIAL Page 5 of 6 • EXHIBIT A TO SHORT FORM OF LAND LEASE AND WIND EASEMENT O U i DESCRIPTION OF THE LAND m� THAT CERTAIN REAL PROPERTY LOCATED IN WELD COUNTY._ tp� COLORADO w om0= iDcc — C ua� All of Section 24, Township 12 North, Range 59 West of the 611 P.M., County of Weld. State of Colorado. m Y N I NeD 1f1m = LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 6 of 6 - 4313276 Pages: 1 of 9 06/26/20!7 02:55 P11 R Fee:$53.00 Carly Koppel. Clerk and Recorder, Weld County, CO ■Ili EIridRtiI7ri'r'iv :I 'Ir' NOIlil if44'4.44 Ill ill RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: _ Leeward Renewable Energy, LLC 6688 N. Central Expressway, Ste. 500 — Dallas, TX 75206 ('pace above this line for Recorder's use onl=y SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION THIS SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION ("Short Form") made and entered on June_ �0 2017, by and between The heirs, devisees or legatees of the Estate of Loyd I. Walters, Deceased; Ralph Silas Walters; Brenda Lynn Walters-Esh; and Phillip Jason Smith (collectively, "Lessor") whose resideneermailifl address k ("(.essor''), and Leeward Renewable Energy Development, LLC, a Delaware limited liability company, whose address is (688 Central Hpressssav_ Suite 500. Dallas, Texas 75206 ("I essee'') (Lessor and Lessee the -Parties- and each a "I'arty"`r, and pros. ides as ioilows. WITNESSETH The Parties agree: 1. The Parties have entered into a Land Lease and Wind Easement ("!.ease ) dated Jtkn e o`lA7 . 2017, The Lease grants Lessee exclusive rights in and to certain Land more particularly- descrihed in the attached Lxhihit A ("Premises'"). The Lease also restricts certain uses of and grants certain interests in and to the Premises. ?. Generally, the Lease: (a) concerns the development of wind energy project(s) by Lessee involving the Premises; (b) grants Lessee easements, leases, and other rights related to the Premises; and, (c) limits, prohibits, and restricts other development or use(s) of the Premises that interfere with the rights granted Lessee by the Lease. 3. 1 he Lease consists of two periods - a -Development elopment Term- and an "Operations Term- f together the -Term"). The Development Term is seven (7) years from the date of the Lease. The Operations Term starts on the Commercial Operations Date and continues until the date that is forts. (40) ,ears after this date. -Commercial Operations Date" LRED- Short Form Land Lease and Wind Easement and Solar Option and Purchase Option -- CONFIDENTIAL Page ] of 7 4313276 Pages: 2 of 9 05/26/2017 02:55 PM R Fee:$53.00 Carly Koppes. Clerk and Reoorder, Weld County, CO means the earlier of the first day all Wind Turbines in the project of which the Premises is a part deliver electricity in commercial quantities or the date set forth as the Commercial Operations Date in a notice from Lessee to Lessor. 4. By the Lease, Lessor grants Lessee certain exclusive and non-exclusive rights. Lessor leases exclusively to Lessee and Lessee leases from Lessor the Premises for the sole purposes of, all as Lessee determines in its sole discretion are necessary: (a) constructing, installing, operating and maintaining wind energy conversion turbines (the "Wind Turbine(s)"), wind resource and weather measurement equipment, laydown and staging areas, operations and maintenance buildings, fences, substations, supporting structures, foundations and pads, footings, electrical transformers, fixtures, and storage equipment, electric collection and distribution and transmission lines, access roads, interconnection and switching facilities and related facilities and equipment (hereinafter "Wind Facilities") on the Premises; and, (b) performing actions, studies, and tests related to the evaluation and investigation by Lessee of the suitability of the Premises for these purposes, including inspecting and surveying the Premises, performing archaeological, avian, bat, geologic. and soils studies and tests, performing electrical interconnection and transmission studies and tests, and performing environmental and �tiildlite inspections. studies. and sturve,,sLessor consents to Lessee's location of the Wind Facilities at any location on or off the Premises, including at or near property lines. Also, the Lease grants Lessee the right to obtain a setback waiver from Lessor if the Lease is terminated as of the Commercial Operations Date. Further, the Lease requires Lessor to grant for the Term separate easements, leases, licenses, privileges, or other rights in or to the Premises, including for access and transmission purposes and even if the remainder of the Lease is terminated. 5. .1 he Lease also, among other rhinzs: La) limits Lessor's use of the Premises during the Term; (b) requires Lessor to grant such further easements for access and utility purposes as Lessee may require; (c) prohibits any activities, whether on or off the Premises, that interfere with the project, including with the flow of wind on the Premises; (d) includes an express grant of a wind easement; (e) includes a requirement that Lessor divide the Premises into multiple separate leases for separate projects if requested to do so by Lessee; (f) includes a waiver by Lessor of any interest in the Wind Facilities, including any potential lien rights; (g) addresses the rights of the parties in the case of a condemnation of all or part of the Premises; (h) authorizes I..essec to satisfy Lessor's obiigatiuns that may become a lien car encumbrance on the Premises or Wind Facilities; and, (i) includes limited remedies and prohibits certain remedies. 6. Under the Lease, Lessor granted Lessee an exclusive irrevocable option, for seven (7) years after the date of this Lease, to lease all or parts of the Premises ( SoRar Opt on Property-) for solar power generation. If exercised, the solar leases) would be for the then remaining Term (plus extension, if any) of this Lease and would include easements across the Premises for purposes of access and transmission. The LRED- Short Form Land Lease and Wind Easement and Solar Option and Purchase Option — COtiFIDENTIAL Page 2 of 7 4313276 Pages: 3 of 9 OE/26/2017 02:55 PM R Fee:$53.00 Carly K000es, Clerk and Recorder, Weld County, CO Solar Option Property may consist of multiple separate parcels, and a separate solar lease, based on industry standards, would be entered for each such separate parcel. 7. Under the Lease, Lessor granted Lessee an exclusive irrevocable option, for fifteen (15) years after the date of this Lease, to purchase up to twenty (20) contiguous acres of the frerniseti ("Option Property") It exercised, Lessoralso 4ti,oulu grant Lessee a perpetual appurtenant access easement for egress and ingress to the Option Property. 8. The Lease runs with the Premises and includes a quiet enjoyment clause. 9. The Lease includes broad assignment and finance -related provisions in favor of Lessee, including: (a) the right of Lessee and its assignees to assign (including by assignment or sublease) all or part of their rights under the Lease and/or the Wind Facilities, including for collateral security purposes; (b) the right of Lessee or its assignees to mortgage all or any part of their interest in the Lease; (c) the obligation 4)1 Lessor to give Lessee and its Lenders (which are Lessee's collateral assignees) notice of defaults; (d) the right of Lenders or assignees to exercise Lessee's rights tinder the lease and/or take title to the Lease, Wind Facilities. Lessee's rights under the Lease (but as provided for in the Lease Lenders have no obligations under the Lease unless and until they hold a direct interest in the Lease); (e) limited bases for termination (i.e. only in the case of uncured monetary defaults and after expiration of all applicable cure periods); (f) cure rights in favor of Lessee and Lenders and separate cure periods for Lessee and Lenders; (f) restrictions on Lease amendments if Lessee's interests in the Lease have been mortgaged; and, f g) the obligation ol Lessor to execute a new lease if the Lease is terminated. 10. The conditions, covenants, definitions (including the definition of capitalized terms not defined in this Short Form), limitations, restrictions, and terms governing the encumbrances imposed on the Premises, restrictions on use of the Premises, and rights granted in and to the Premises are set forth in the Lease. Without limitation, and except as expressly authorized by the Lease, these ir-Iclitde Lessor''. covenant to not grant any third party any rights to evaluate or develop the Premises. Also, the Lease specifies limitations, requirements, and/or restrictions, on: (a) the conveyance and development of mineral rights associated with the Premises; (b) interference with the project and/or with the rights granted in the Lease; and/or, (c) severance' of wind rights associated with the Premises or revenue related to the Lease. 11. Also by the Lease Lessor covenants: (a) to cooperate with Lessee to obtain a non -disturbance and subordination agreement from each holder of an interest in the Premises; (b) to amend the Lease as Lessee may request in connection with its financing; and, (c) to execute consents, estoppel certificates, or other documents as Lessee ma>- rec;t:est from time -to -time. The Lease also restricts Lessor -s right to transfer its payments or rights under the Lease. LRED- Short Form Land Lease and Wind Easement and Solar Option and Purchase Option -- CONFIDENTIAL Page 3 of 7 4313276 Pages: 4 of 9 06/26/2017 02:55 PM R Fee:$53.00 Carly Koaaes, Clerk and Recorder Weld County, CO VIII PAM rr I#ICIFif II MI 12. The Parties have executed and recorded this Short Form for the purpose of giving record notice of the Lease, of the exclusive easements, leases, and rights it grants, and of certain restrictions it imposes. All of the conditions, covenants, and terms regarding the Lease are more particularly set forth in the Lease, which is incorporated by this reference. In the event of any conflict between the conditions and terms set forth in this Short Form and the conditions and terms set forth in the Lease, the conditions and terms of the Lease will control and govern. This Short Form may be executed and/or recorded in counterparts. SIGNATURE PAGES FOLLOW LRED- Short Form Land Lease and Wind Easement and Solar Option and Purchase Option -- CONTIDENT1AL Page 4 of 7 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION as of the date set forth above. LEss By: Name: Title: STATE OF ? COUNTY OF V nEVELOPMENT, LLC ACKNOWLEDGEMENT )Ss. On I . 20_', before me, the undersigned. a Notary Public in and for said County and State, personally appeared _ �J. personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s). or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal. Notary Public Commission Expires: 1 4313276 Pages: 5 of 9 06/26/2017 02:55 PM R Fee:$53.00 Carly Koppes. Clerk and Recorder Wald County, CO WilliN inir tillila ;l WAD lArkk 11111 f L!'L' for the MOPl lla MT F_xpites Apr; 2U2U LRED- Short Form Land Lease and 11'ind Easement and Solar Option and Purchase Option -- CONFIDENTIAL Page of 7 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION as of the date set forth above. LESSOR: THE HEIRS, DEVISEES OR LEGATEES OF THE ESTATE OF LOYD I. WALTERS, DECEASED; RALPH SILAS WALTERS; BRENDA LYNN WALTERS-ESH; AND PHILLIP JASON SMITH ESTATE OF LOYD WALTERS, DECEASED By: Name: Title: RA1 ;'jaVAl<T BI ENDA LYNN WALTERS-ESH PHILLIP JASON SMITH STATE OFCQ �(} t �'�c1�i ) )ss. COUNTY OF 3C ) On \MC . 20 ! , before me, the undersigned, a Notary Public in and for said Count and State, personally appearedBrer*k, t��lr5Epersonally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. SS my hando.nd official sepl. otary Public Commission Ekpires: ASHLEY NICOLE HUNDAHL NOTARY PUBLIC STATE OF COLORADO NOTARY ID 20164037022 MY COMMISSION EXPIRES 0912612020 LRED- Short Form Land Lease and Wind Easement and Solar Option and Purchase Option — CONFIDENTIAL Page 5of7 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION as of the date set forth above LESSOR: THE HEIRS, DEVISEES OR LEGATEES OF THE ESTATE OF LOUD I. WALTERS, DECEASED; RALPH SILAS WALTERS; BRENDA LYNN WALTERS-ESH; AND PHILLIP JASON SMITH ESTATE OF LOYD WALTERS, DECEASED By. Name- Tit.le RALPH SILAS WALTERS BRENDA LYNN WALTERS- -SH PHILLIP N SMITH STATE OF S COUN'I Y OF Lcvja r\ )ss ) On g l a l 20 P7, before me, the undersig=ned, a Notary Public in and for said Counts and State, personally appeared p}ti; air disno (S-ruversonal lv known to me for proved to me on the basis of satisfactory evidence) to be the person(s) whose names) is;are subscribed to the within instrument and acknowledged to me that he/she they executed the same in his/her their authorized capacity(ies), and that by his/her/their siunature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument, WE NESS my band and official seal Notary Publi Commi ssi on Expires LRED- Shllrt Form Land Lease and Wind Easement and Solar Option and Purchase Option — CONiFtDENTLAL Page 5of7 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION as of the date set forth above. LESSEE: LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC By: Name: "4{FG. Title: V; Cr STATE OF COUNTY OF ACKNOWLEDGEMENT )ss. On , 20 r ; before me, the undersigned, a Notary Public in and for said County and State. personally appeared ,4 , _ personally known to me (or proved to me on the basis of satisfactory evidence) to' be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seaL Notary Public Commission Expires: 4313276 Pages: 8 of 9 Cr Koppes/2017 Clerk PM Fee:$53.00 ad Recorder: Weld County, CO Veli.LA 11111 ALEXANDRIA D. PALMER ?a°r •.;? Notary Public, State of Texas .'c1 Comm. Expires D6.24-2021 r• � ii``` Netary IC 1265%9®21 eenewrissmenexpese LRED- Short Form Land Lease and Wind Easement and Solar Option and Purchase Option -- CONFIDENTIAL Page 6 of 7 EXHIBIT A TO SHORT FORM OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION DESCRIPTION OF THE LAND THAT CERTAIN REAL PROPERTY LOCATED IN WELD COUNTY, COLORADO: Parcel One: The SE 1/4 of Section 18, Township 11 North, Range 59 West of the 6th P.M., Excepting therefrom, those two portions as conveyed to the Department of Highways. State of Colorado in Deed recorded May 20, 1963 in Book 1647 at Page 143, County of Weld, State of Colorado. Parcel Two: The W1/2 and all Lots of Section 18, Township 11 North, Range 59 West of the 6th P.M., County of Weld, State of Colorado. Parcel Three: The NE1/4 of Section 18, Township 11 North. Range 59 West of the 6th P.M.. County of Weld. State of Colorado. (Assessor Parcel #021718000001) AND The W 1/2 of Section 20, Township 11 North, Range 59 West of the bth P.M.. County of Weld, State of Colorado. (Assessor Parcel #021720000003) AND The W 1/2 of Section 5, Township 11 North, Range 59 West of the 6th P.M., County of Weld, State of Colorado. (Assessor Parcel #021705000008) 4313276 Pages: 9 of 9 06/25/2017 02:55 PM R Fee:$53.00 Carly Koppes Clerk and Recorder, Weld County. CO Kik171'ariiii109VKAllif4 ON14glil fU LRED- Short Form Land Lease and Wind Easement and Solar Option and Purchase Option -- CONFIDENTIAL Page 7 of 7 4311285 Pages: 1 of 7 06/19/2017 01:56 PM R Fee:$43.00 Carly Koppes, Clerk and Recorder, Weld County CO 110M WiIlf iKir1' ill NM 0114, II III RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Leeward Renewable Energy, LLC 6688 N Central Expressway, Ste. 500 — Dallas, IN 75206 Space above this line for Recorder's use onl).) SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION THIS SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION 4 Short Form-) is made and entered on , 20, by and between Brenda Lynn Walters-Esh; ("Lessor") "hose re.sidence.mailing address is ("Lessor'.), and Leeward Renewable Energy Development. LLC, a Delaware limited liability company, whose address is 6688 Central Expressway, Suite 500, Dallas, Texas 75206 ("Lessee") (Lessor and Lesser the "Parties' and each a "Part."), and provides as fol lows: WITNESSETH The Parties agree: I . The Parties have entered into a Land Lease and Wind Easement ("Lease-) dated 20 Fhc I ,ease grants Lessee exclusive rights in and to certain land more particularly described in the attached Fl\hibit A ("Premises -) The he Lease also restricts certain uses of and grants certain interests in and to the Premises. 2. Generally, the Lease: (a) concerns the development of wind energy project(s) by Lessee involving the Premises; (b) grants Lessee easements, leases, and other rights related to the Premises; and, (c) limits, prohibits, and restricts other development or use(s) of the Premises that interfere with the rights granted Lessee by the Lease. 3. The Lease consists of two periods - a "Development 'Ferro- and an "Operations [earl' (together the "Term"). The Development Term is seven (7) years from the date of the Lease. The Operations Term starts on the Commercial Operations Date and continues until the date that is Fort) (41)) "ears after this date_ -.Commercial Operations Date - means the earlier of the first day all Wind Turbines in the project of which the LRED- Short Form Land Lease and Wind Easement and Solar Option and Purchase Option -- CONFIDENTIAL Page I of 7 Premises is a part deliver electricity in commercial quantities or the date set forth as the Commercial Operations Date in a notice from Lessee to Lessor. 4. By the Lease, Lessor grants Lessee certain exclusive and non-exclusive rights. Lessor leases exclusively to Lessee and Lessee leases from Lessor the Premises for the sole purposes of, all as Lessee determines in its sole discretion are necessary: (a) constructing, installing, operating and maintaining wind energy conversion turbines (the "Wind Turbine(s)"), wind resource and weather measurement equipment, laydown and staging areas, operations and maintenance buildings, fences, substations, supporting structures, foundations and pads, footings, electrical transformers, fixtures, and storage equipment, electric collection and distribution and transmission lines, access roads, interconnection and switching facilities and related facilities and equipment (hereinafter "Wind Facilities") on the Premises; and, (b) performing actions, studies, and tests related to the evaluation and investigation by Lessee of the suitability of the Premises for these purposes, including inspecting and surveying the Premises, performing archaeological, avian, bat, geologic, and soils studies and tests, performing electrical interconnection and transmission studies and tests, and performing environmental and v ildlife inspections, studies, and sureevs. I-essor consents to Lessee's location of the Wind Facilities at any location on or off the Premises, including at or near property lines. Also, the Lease grants Lessee the right to obtain a setback waiver from Lessor if the Lease is terminated as of the Commercial Operations Date. Further, the Lease requires Lessor to grant for the Term separate easements, leases, licenses, privileges, or other rights in or to the Premises, including for access and transmission purposes and even if the remainder of the Lease is terminated. 5. 1 he i ease also, antoni other things. (a) limits Lessor's use of the Premises during the Term; (b) requires Lessor to grant such further easements for access and utility purposes as Lessee may require; (c) prohibits any activities, whether on or off the Premises, that interfere with the project, including with the flow of wind on the Premises; (d) includes an express grant of a wind easement; (e) includes a requirement that Lessor divide the Premises into multiple separate leases for separate projects if requested to do so by Lessee; (f) includes a waiver by Lessor of any interest in the Wind Facilities, including any potential lien rights; (g) addresses the rights of the parties in the case of a condemnation of all or part of the Premises; (h) authorizes Lessee. to satisfy Lessor's obligations that may become a lien or encumbrance on the Premises or Wind Facilities; and, (i) includes limited remedies and prohibits certain remedies. 6. Under the Lease, Lessor granted Lessee an exclusive irrevocable option, for seven (7) years after the date of this Lease, to lease all or parts of the Premises (-Solar Option Propert)") for solar power generation. lf exercised, the solar iease(s) would be for the then remaining Term (plus extension, if any) of this Lease and would include easements across the Premises for purposes of access and transmission. The Solar Option Property may consist of multiple separate parcels, and a separate solar lease. based on industry standards, would be entered for each such separate parcel. LRED- Short Form Land Lease and Wind Easement and Solar Option and Purchase Option -- CONFIDENTIAL, Page 2 of 7 4311285 Pages: 3 of 7 06/19/2017 01:56 P11 R Fee:$43.00 Carly Koppes, Clerk and Recorder. Weld County, CO I0l1lL'IiDli11X, M4144' I! 11111 7. Under the Lease, Lessor granted Lessee an exclusive irrevocable option, for fifteen (15) years after the date of this Lease, to purchase up to twenty (20) contiguous acres of the Premises (-Option Property- If exercised, lessor also would grant Lessee a perpetual appurtenant access easement for egress and ingress to the Option Property. 8. The Lease runs with the Premises and includes a quiet enjoyment clause. 9. The Lease includes broad assignment and finance -related provisions in favor of Lessee, including: (a) the right of Lessee and its assignees to assign (including by assignment or sublease) all or part of their rights under the Lease and/or the Wind Facilities, including for collateral security purposes; (b) the right of Lessee or its assignees to mortgage all or any part of their interest in the Lease; (c) the obligation or Lesser to give lessee ;aid its Lenders (which are Lessee's collateral assignees) notice of defaults; id) the right of Lenders or assignees to exercise Lessee's rights under the Lease and/or take title to the Lease, Wind Facilities. and/or Lessee's rights under the Lease (but as provided for in the Lease Lenders have no obligations under the Lease unless and until they hold a direct interest in the Lease); (e) limited bases for termination (i.e. only in the case of uncured monetary defaults and after expiration of all applicable cure periods); (f) cure rights in favor of Lessee and Lenders and separate cure periods for Lessee and Lenders; (f) restrictions on Lease amendments if Lessee's interests in the 1 .case have been mortgaged, and. ( �,) the obligation of Lessor to execute a new lease if the Lease is terminated. 10. The conditions, covenants, definitions (including the definition of capitalized terms not defined in this Short Form), limitations, restrictions, and terms governing the encumbrances imposed on the Premises, restrictions on use of the Premises, and rights granted in and to the Premises are set forth in the Lease. Without limitation, and except as expressly authorized by the I.ease, these include Lessor's covenant to not grant any third party any rights to evaluate or develop the Premises. Also, the Lease specifies limitations, requirements, and/or restrictions, on: (a) the conveyance and development of mineral rights associated with the Premises; (b) interference with the project and/or with the rights granted in the Lease; and/or, (c) "severance" of wind rights associated with the Premises or revenue related to the Lease. 11. Also by the Lease Lessor covenants: (a) to cooperate with Lessee to obtain a non -disturbance and subordination agreement from each holder of an interest in the Premises; (b) to amend the Lease as Lessee may request in connection with its financing; and, (c) to execute consents, estoppel certificates, or other documents as Lessee ma) request from time -to -time. .fhe Lease also restricts Lessor's right to transfer its payments or rights under the Lease. LRED- Short Form Land Lease and Wind Easement and Solar Option and Purchase Option — CONFIDENTIAL, Page 3 of 7 12. The Parties have executed and recorded this Short Form for the purpose of giving record notice of the Lease, of the exclusive easements, leases, and rights it grants, and of certain restrictions it imposes. All of the conditions, covenants, and terms regarding the Lease are more particularly set forth in the Lease, which is incorporated by this reference. In the event of any conflict between the conditions and terms set forth in this Short Form and the conditions and terms set forth in the Lease, the conditions and terms of the Lease will control and govern. This Short Form may be executed and/or recorded in counterparts. SIGNATURE PAGES FOLLOW LRED- Short Form Land Lease and Wind Easement and Solar Option and Purchase Option — CONFIDEN I`IAL Page 4of7 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION as of the date set forth above. LESSOR: ORE A LYNN WALTERS-ESH BRENDA LYNN WAITERS-ESH STATE OF (.12C, CJG )ss. COUNTY OFJ:\,i On A\\ ` ,14 20 I , before me, the undersigned, a Notary Public in and for said County and State, personally appeared?)(e_O y\ t,r3ifess.219ersonally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WI nd a ,d offgial seal. Notary'1 ublic Commission Ex res: ) L, (la,/ 9c 9-C ASHLEY NICOLE HUNDAHL NOTARY PUBLIC STATE OF COLORADO NOTARY ID 20164037022 MY COMMISSION EXPIRES 09126/2020 LRED- Short Form Land Lease and Wind Easement and Solar Option and Purchase Option — COrCONFIDENTIAL. Page 5 of 7 2 O U C r*13 -� �-m o or: lL 0 cr cn Y 0 m a ap [v 0 ti Cn -I tr►ia�` IT =M SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION as of the date set forth above. LESSEE: LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC By: K Name: i4 Title: STATE OF rteyw,, COUNTY OF > ic(c. ACKNOWLEDGEMENT ) )ss. ) On µa 3(sk- , 20 ±7, before me, the undersigned, a Notary Public in and for said County d State, personally appeared Awxe„t, fitaw,� personalty known to me (or proved to me on the basis of satisfactory evidence) toe the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal. Notary Commission Expires: 7 / 3a LRED- Short Form Land Lease and Wind Easement and Solar Option and Purchase Option -- CONFIDENTIAL Page 6 of 7 a V., Cam' Jt 49, a ▪ W L W t~ LL im E� — IOW Cn CLIP m �L m ino rm N• IX .-1 EXHIBIT A TO SHORT FORM OF LAND LEASE AND WIND EASEMENT AND SOLAR OPTION AND PURCHASE OPTION DESCRIPTION OF THE LAND THAT CERTAIN REAL PROPERTY LOCATED IN WELD COUNTY, COLORADO: The W 1/2 of Section 29, Township I I North. Range 59 West of the bth P.M., County of Weld, State of Colorado. (Assessor Parcel #021729000009) LRED- Short Form Land Lease and Wind Easement and Solar Option and Purchase Option — CONFIDENi'IAL Page 7 of 7 RECORDING RE6UESTED BY AND WHEN RECORDED RETURN TO: Lea-, rrl Rpnswable Energy, LtC 6688 N_ Central Expressway, Ste. SOD Dallas. TX /S.LUb Lti) 66u (Space above this line for Recorder's use only) SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT THIS SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT ("Short Form") is made and entered on201, by and between Mark Weisbrook whose residence/mailing address is igoz voott NG ko°tta & ("Lessor'). and Leeward Renewable Energy Development. LLC, a Delaware limited liability company, whose address is 6688 Central Expressway_ Suite 500, Dallas, Texas 75206 ("Lessee") (Lessor and Lessee the "Parties" and each a "Party"). and provides as follows: WITNESSETH The Parties agree: 1. The Parties have entered into a Land Lease and Wind Easement ("Lease") dated sip ,„ 20 t8-. The Lease grants Lessee exclusive rights in and to certain land more particularly described in the attached Exhibit A ("Premises"). The Lease also restricts certain uses of and grants certain interests in and to the Premises. 2. Generally. the Lease: (a) concerns the development of wind energy project(s) by Lessee involving the Premises: (h) grants Lessee easements, leases, and other rights related to the Premises: and, (c) limits, prohibits, and restricts other development or use(s) of the Premises that interfere with the rights granted Lessee by the Lease. �. The Lease consists of two periods a "Development Term" and an "Operations Term" (together the "Term"). The Development Term is seven (7) years from the date of the Lease. The Operations Term starts on the Commercial Operations Date and continues until the date that is forty (40) years after this date. "Commercial Operations Date" means the earlier of the first day all Wind Turbines in the project of which the Premises is a part deliver electricity in commercial quantities or the date set forth as the Commercial Operations Date in a notice from Lessee to Lessor. LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 1 of 6 4442487 Pages: 1 of 6 10/3D/2D16 11'44 AM R Fee:$38 00 Car k, u^epes k and Recce de- Weld `y �{ ffiraF'11,k`iQDr likyi !I I11 4. By the Lease. Lessor grants Lessee certain exclusive and non-exclusive rights. Lessor leases exclusively to Lessee and Lessee teases from Lessor the Premises for the sole purposes of, all as Lessee determines in its sole discretion are necessary: (a) constructing, installing, operating and maintaining wind energy conversion turbines (the "Wind Turbine(s)"), wind resource and weather measurement equipment, laydown and staging areas, operations and maintenance buildings, fences, substations, supporting structures, foundations and pads footings, electrical transformers, fixtures, and storage equipment, electric collection and distribution and transmission lines, access roads- interconnection and switching facilities and related facilities and equipment (hereinafter "Wind Facilities") on the Premises; and, (b) performing actions, studies, and tests related to the evaluation and investigation by Lessee of the suitability of the Premises for these purposes. including inspecting and surveying the Premises. performing archaeological, avian, bat. geologic. and soils studies and tests, performing electrical interconnection and transmission studies and tests, and performing environmental and wildlife inspections. studies, and surveys. Lessor consents to Lessee's location of the Wind Facilities at any location on or off the Premises. including at or near property lines. Also. the Lease grants Lessee the right to obtain a setback waiver from Lessor if the Lease is terminated as of the Commercial Operations Date. Further, the Lease requires Lessor to grant for the Term separate easements. leases. licenses- privileges. or other rights in or to the Premises, including for access and transmission purposes and even if the remainder of the Lease is terminated. S. The Lease also, among other things: (a) limits Lessor's use of the Premises during the Term; (b) requires Lessor to grant such further easements for access and utility purposes as Lessee may require; (c) prohibits any activities, whether on or off the Premises, that interfere with the project, including with the flow of wind on the Premises; (d) includes an express grant of a wind easement; (e) includes a requirement that Lessor divide the Premises into multiple separate leases for separate projects if requested to do so by Lessee; (I) includes a waiver by Lessor of any interest in the Wind Facilities, including any potential lien rights; (g) addresses the rights of the parties in the case of a condemnation of all or part of the Premises; (h) authorizes Lessee to satisfy Lessor's obligations that may become a lien or encumbrance on the Premises or Wind Facilities: and, (i) includes limited remedies and prohibits certain remedies. 6. The Lease runs with the Premises and includes a quiet enjoyment clause. 7. The Lease includes broad assignment and finance -related provisions in favor of Lessee. including: (a) the right of Lessee and its assignees to assign (including by assignment or sublease) all or part of their rights under the Lease and/or the Wind Facilities, including for collateral security purposes: (b) the right of Lessee or its assignees to mortgage all or any part of their interest in the Lease; (c) the obligation of Lessor to give Lessee and its Lenders (which are Lessee's collateral assignees) notice of defaults; (d) the right of Lenders or assignees to exercise Lessee's rights under the Lease and/or take title to the Lease- Wind Facilities, and/or Lessee's rights under the Lease (but as provided for in the Lease Lenders have no obligations under 4442487 Pages: 2 of 6 LRED-Land Lease and Wind Easement -- CONFIDENTIAL 10/30/2018 11 44 AID R cee : $3Ei 00 Page 2of6 Carl, ker.res rl.rk and Recorder. We�ld'I' VIII �� dli ,Fii,t��ti i M Jul Vii k,1 I� ��l��r 4 i �� wl II the Lease unless and until they hold a direct interest in the Lease): (e) limited bases for termination (i.e. only in the case of uncured monetary defaults and after expiration of all applicable cure periods): (f) cure rights in favor of Lessee and Lenders and separate cure periods for Lessee and Lenders: (f) restrictions on Lease amendments if Lessee's interests in the Lease have been mortgaged: and. (g) the obligation of Lessor to execute a new lease if the Lease is terminated. S. The conditions. covenants, definitions (including the definition of capitalized terms not defined in this Short Form), limitations, restrictions, and terms governing the encumbrances imposed on the Premises. restrictions on use of the Premises, and rights granted in and to the Premises are set forth in the Lease. Without limitation. and except as expressly authorized by the Lease. these include Lessor's covenant to not grant any third party any rights to evaluate or develop the Premises. Also, the Lease specifies limitations, requirements, and/or restrictions. on: (a) the conveyance and development of mineral rights associated with the Premises: (b) interference with the project and/or with the rights granted in the Lease: and/or, (c) "severance" of wind rights associated with the Premises or revenue related to the Lease. 9. Also by the Lease Lessor covenants: (a) to cooperate with Lessee to obtain a non -disturbance and subordination agreement from each holder of an interest in the Premises: (b) to amend the Lease as Lessee may request in connection with its financing; and, (c) to execute consents, estoppel certificates, or other documents as Lessee may request from time -to -time. The Lease also restricts Lessor's right to transfer its payments or rights under the Lease. 10. The Parties have executed and recorded this Short Form for the purpose of giving record notice of the Lease, of the exclusive easements, leases. and rights it grants, and of certain restrictions it imposes. All of the conditions. covenants, and terms regarding the Lease are more particularly set forth in the Lease, which is incorporated by this reference. In the event of any conflict between the conditions and terms set forth in this Short Form and the conditions and terms set forth in the Lease, the conditions and terms of the Lease will control and govern. This Short Form may be executed and/or recorded in counterparts. SIGNATURE PAGES FOLLOW 4442487 Pages3 of 6 10/30/2016 11 44 R Fee•$38.00 Iv Knees Cie,k bled .. . cc. LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 3 of 6 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT IN WITNESS WHEREOF. the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above. LESSOR: MARK WEISBROOK Mark Weisbrook STATE OF A/C 1 5 � 1 COUNTY OF On pt \ ! 20 l , before me, the undersigned, a Notary Public in and for said County and State, personally appeared ff!.(Ar l -a�J, �t � ,, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies). and that by his/her/their signature(s) on the instrtunent the person(s). or the entity upon behalf of which the person(s) acted, executed the within instrument. )ss. WITNESS my hand and offltial seal. l : 41 R Y r. c b f i J, ur 4 IN �i,i Notary Public Commission Expires: J- TAMMY LAND State of Nebraska -General Notary « My Commission Expires August 27, 2014 4442487 Pages: 4 of 6 10/ 01201$ 11.44 PM R Fee'$3t3,@�1 Can y Kiope C e'k nrid Recc.rder Wield COu',ty ^'1 VIII l4li� All Eli 'IfiI�tl�:l; ;AVAILpriiiyi II iii LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 4 of 6 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WTND EASEMENT IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above, LESSEE: LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC Name: PMawc,,-. Title: V STATE OF - xa COUNTY OF NikkaS Nattt Z-0.say-, k k tut._ ACKNOWI.EDGEMENT )ss. On a3("A. 1/4%-. before me. the enders fined, a Notary Public in and for said County and State. personally appeared �� . personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is are subscribed to the within instrument and acknowledged to me that he/she they executed the same in his/her heir'authorized capacity(ies), and that by his/her heir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted. executed the within instrument. WITNESS my hand and official seal. Commission Expires: 5/r r(?va-z, 4442487 Pages: 5 of 6 10/39/2018 11-44 AM R Fee:$38.0© O'r i., Kopper,- Clerkpp Re.co"CIP, Weld�y ur.T CO pp 111. M LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 5 of 6 EXHIBIT A TO SHORT FORM OF LAND LEASE AND WIND EASEMENT DESCRIPTION OF THE LAND THAT CERTAIN REAL PROPERTY LOCATED IN WELD COUNTY, COLORADO SW I /4 of Section 4. Township I I North, Range 58 West of the 6S11 P.M., County of Weld, State of Colorado. 4442487 Pages: 6 of 6 10/30/20113 1144 14M R Fee:$38.00 Kr:,opes '_lerk and Pecgrder Weld Ceurt}- .C, U I i�,�l��7V.:.1I r' ��'J�;'�'1��'�I'r,+��1�" K�i� �'�� 1III LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 6 of 6 4436524 Pages: 1 of 6 10/05/2018 10:06 Aft R Fee:$38.00 Carly Koppel, Clerk and Recorder. Weld County. CO RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Leeward Renewable Energy I IC 6688 N. Central Expressway, Ste. 500 en, TX 75206 - rrtelo (Space above this line for Recorder's use only) SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT THIS SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT ("Short Form-) is made and entered on 5,, ` , 4 , 20E, by and between Eric Wolgemuth whose residence/Mailing address is r (, z,,1 !7' /e , , 1/1"Lessor”), and Leeward Renewable Energy Development, LLC, a Delaware limited liability company, whose address is 6688 Central Expressway, Suite 500, Dallas, Texas 75206 ("Lessee") (Lessor and Lessee the "Parties" and each a "Party"), and provides as follows: WITNESSETH The Parties agree: 1. The Parties have entered into a Land Lease and Wind Easement ("Lease") dated 7 - ? } , 201 t. The Lease grants Lessee exclusive rights in and to certain land more particularly described in the attached Exhibit A ("Premises"). The Lease also restricts certain uses of and grants certain interests in and to the Premises. 2. Generally, the Lease: (a) concerns the development of wind energy project(s) by Lessee involving the Premises; (b) grants Lessee easements, leases, and other rights related to the Premises: and, (c) limits, prohibits, and restricts other development or use(s) of the Premises that interfere with the rights granted Lessee by the Lease. 3. The Lease consists of two periods — a "Development Tenn" and an "Operations Term" (together the 'Tenn"). The Development Term is seven (7) years from the date of the Lease. The Operations Term starts on the Commercial Operations Date and continues until the date that is forty (40) years after this date. "Commercial Operations Date - means the earlier of the first day all Wind Turbines in the project of which the Premises is a part deliver electricity in commercial quantities or the date set forth as the Commercial Operations Date in a notice from Lessee to Lessor. LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page I of 6 4. By the Lease, Lessor grants Lessee certain exclusive and non-exclusive rights. Lessor leases exclusively to Lessee and Lessee leases from Lessor the Premises for the sole purposes of, all as Lessee determines in its sole discretion are necessary: (a) constructing, installing, operating and maintaining wind energy conversion turbines (the "Wind Turbine(s)"), wind resource and weather measurement equipment, laydown and staging areas, operations and maintenance buildings, fences, substations, supporting structures, foundations and pads, footings, electrical transformers, fixtures, and storage equipment, electric collection and distribution and transmission lines, access roads, interconnection and switching facilities and related facilities and equipment (hereinafter "Wind Facilities") on the Premises; and, (b) performing actions, studies, and tests related to the evaluation and investigation by Lessee of the suitability of the Premises for these purposes, including inspecting and surveying the Premises, performing archaeological, avian, bat, geologic, and soils studies and tests, performing electrical interconnection and transmission studies and tests, and performing environmental and wildlife inspections, studies, and surveys. Lessor consents to Lessee's location of the Wind Facilities at any location on or off the Premises, including at or near property lines. Also, the Lease grants Lessee the right to obtain a setback waiver from Lessor if the Lease is terminated as of the Commercial Operations Date. Further, the Lease requires Lessor to grant for the Term separate easements, leases, licenses. privileges, or other rights in or to the Premises, including for access and transmission purposes and even if the remainder of the Lease is terminated. 5. The Lease also, among other things: (a) limits Lessor's use of the Premises during the Term; (b) requires Lessor to grant such further easements for access and utility purposes as Lessee may require; (c) prohibits any activities, whether on or off the Premises, that interfere with the project, including with the flow of wind on the Premises; (d) includes an express grant of a wind easement; (e) includes a requirement that Lessor divide the Premises into multiple separate leases for separate projects if requested to do so by Lessee; (f) includes a waiver by Lessor of any interest in the Wind Facilities, including any potential lien rights; (g) addresses the rights of the parties in the case of a condemnation of all or part of the Premises: (h) authorizes Lessee to satisfy Lessor's obligations that may become a lien or encumbrance on the Premises or Wind Facilities; and, (i) includes limited remedies and prohibits certain remedies. 6. The Lease runs with the Premises and includes a quiet enjoyment clause. 7. The Lease includes broad assignment and finance -related provisions in favor of Lessee, including: (a) the right of Lessee and its assignees to assign (including by assignment or sublease) all or part of their rights under the Lease and/or the Wind Facilities, including for collateral security purposes: (b) the right of Lessee or its assignees to mortgage all or any part of their interest in the Lease; (c) the obligation of Lessor to give Lessee and its Lenders (which are Lessee's collateral assignees) notice of defaults; (d) the right of Lenders or assignees to exercise Lessee's rights under the Lease and/or take title to the Lease, Wind Facilities. and/or Lessee's rights under the Lease (but as provided for in the Lease Lenders have no obligations under LRED-Land Lease and Ai'ind Easement -- CONFIDENTIAL Page 2 of 6 the Lease unless and until they hold a direct interest in the Lease); (e) limited bases for termination (i.e. only in the case of uncured monetary defaults and after expiration of all applicable cure periods); (0 cure rights in favor of Lessee and Lenders and separate cure periods for Lessee and Lenders; (0 restrictions on Lease amendments if Lessee's interests in the Lease have been mortgaged; and. (g) the obligation of Lessor to execute a new lease if the Lease is terminated. 8. The conditions, covenants, definitions (including the definition of capitalized terms not defined in this Short Form), limitations, restrictions, and terms governing the encumbrances imposed on the Premises, restrictions on use of the Premises, and rights granted in and to the Premises are set forth in the Lease. Without limitation, and except as expressly authorized by the Lease, these include Lessor's covenant to not grant any third party any rights to evaluate or develop the Premises. Also, the Lease specifies limitations, requirements, and/or restrictions, on: (a) the conveyance and development of mineral rights associated with the Premises; (b) interference with the project and/or with the rights granted in the Lease; and/or, (c) "severance" of wind rights associated with the Premises or revenue related to the Lease. 9. Also by the Lease Lessor covenants: (a) to cooperate with Lessee to obtain a non -disturbance and subordination agreement from each holder of an interest in the Premises: (b) to amend the Lease as Lessee may request in connection with its financing; and, (c) to execute consents, estoppel certificates, or other documents as Lessee may request from time -to -time. The Lease also restricts Lessor's right to transfer its payments or rights under the Lease. 10. The Parties have executed and recorded this Short Form for the purpose of giving record notice of the Lease, of the exclusive easements, leases, and rights it grants, and of certain restrictions it imposes. All of the conditions, covenants, and terms regarding the Lease are more particularly set forth in the Lease, which is incorporated by this reference. In the event of any conflict between the conditions and terms set forth in this Short Form and the conditions and terms set forth in the Lease, the conditions and terms of the Lease will control and govern. This Short Form may be executed and/or recorded in counterparts. SIGNATURE PAGES FOLLOW 4436524 Pages: 3 of 6 10/05/2018 10:06 AM R Fee:$38.00 Carly Koppes Clerk and Recorder, Weld County, CO III LRED-Land Lease and 1\ ind Easement -- CONFIDENTIAL Page 3 of 6 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above. LESSOR: ERIC WOI,,GEMUTH Eric Wolgem# i STATE OF'-�, COUNTY OF )ss On `j I ! ' T1 20 ', before me, the undersigned, a Notary Public in and for said County and State, personally appeared ti �, P t. 1,"�`�� ; l } personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal. Notary Public Commission Expires: ( �.0 4436524 Pages: 4 of 6 10/05/2018 10:06 AM R Fee:$38.00 Carly Koppes, Clark and Recorder, Weld County, CO ��kAt�l�af�1Y4'ErAETH 4�Fp.€LtNI�YW�� NO1AHIAL SEAL BECKY SHANK, Notary Public Eilzabothtown Boro, Lancaster Counly My Commission Expires June 28, 2021 LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 4 of 6 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above. LESSEE: LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC By: Name: r Title: ACKNOWLEDGEMENT STATE OF ! xµ3 COUNTY OF 611 tLa..5 )ss. On i e . 1 , 20 (S, before me, the undersigned, a Notary Public in and for said County and State, personally appeared 6-47.0..,R41464., personally known to me (or Proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) share subscribed to the within instrument and acknowledged to me that ileishe/they executed the same in I'�ii' er/their authorized capacity(ies), and that by(hi)/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal. 1 Notary Public Commission Expires: t)57'0,7 3� I ( 4436524 Pages: 5 of 6 10/05/2018 10:06 AM R Fee:$38.00 Carly Koppes, Clerk and Recorder, Weld County, CO ■ffl �.rl�� l�l�� I��`�� ti irr f!h'7,1INIA VIII LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 5 of 6 EXHIBIT A TO SHORT FORM OF LAND LEASE AND WIND EASEMENT DESCRIPTION OF THE LAND THAT CERTAIN REAL PROPERTY LOCATED IN WELD COUNTY, COLORADO Northeast 114 of Section 4, Township I l North, Range 58 West of the 6`h P.M., County of Weld, State of Colorado. 4436524 Pages: 6 of 6 10/05/2018 10:06 AM R Fee:$38.00 Carly Koppes, Clark and Recorder, Weld County, CO LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 6 of 6 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Leeward Renewable Energy. LLC 6688 N. Central Expressway, S e. DoIlas, TX 75206 (Space above this line for Recorder's use only) SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT THIS SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT ("Short Form-) is made and entered on t , 20 by and between Rudy L. Wolgemuth whose residence/mailing address is ("Lessor"), and Leeward Renewable Energy Development, LLC, a Delaware limited liability company, whose address is 6688 Central Expressway, Suite 500, Dallas, Texas 75206 ("Lessee") (Lessor and Lessee the "Parties" and each a "Party"), and provides as follows: WITNESSETH The Parties agree: 1. The Parties have entered into a Land Lease and Wind Easement ("Lease") dated , 20 The Lease grants Lessee exclusive rights in and to certain land more particularly described in the attached Exhibit A ("Premises"). The Lease also restricts certain uses of and grants certain interests in and to the Premises. 2. Generally, the Lease: (a) concerns the development of wind energy project(s) by Lessee involving the Premises; (b) grants Lessee easements, leases, and other rights related to the Premises; and, (c) limits, prohibits, and restricts other development or use(s) of the Premises that interfere with the rights granted Lessee by the Lease. 3. The Lease consists of two periods — a "Development Term" and an "Operations Term" (together the "Term"). The Development Term is seven (7) years from the date of the Lease. The Operations Term starts on the Commercial Operations Date and continues until the date that is forty (40) years after this date. `'Commercial Operations Date"' means the earlier of the first day all Wind Turbines in the project of which the Premises is a part deliver electricity in commercial quantities or the date set forth as the Commercial Operations Date in a notice from Lessee to Lessor. 4436523 Pages: 1 of 6 10/05/2018 10:06 AM R Fee:$38.00 Carly Koppes, Clerk and Recorder, Weld County CO •11Karia OiciliriMi`K I WE (' II III 4 t',L 2 V1 V 4. By the Lease, Lessor grants Lessee certain exclusive and non-exclusive rights. Lessor leases exclusively to Lessee and Lessee leases from Lessor the Premises for the sole purposes of, all as Lessee determines in its sole discretion are necessary: (a) constructing, installing, operating and maintaining wind energy conversion turbines (the "Wind Turbine(s)"), wind resource and weather measurement equipment, laydown and staging areas, operations and maintenance buildings, fences, substations, supporting structures, foundations and pads, footings, electrical transformers, fixtures, and storage equipment, electric collection and distribution and transmission lines, access roads, interconnection and switching facilities and related facilities and equipment (hereinafter "Wind Facilities") on the Premises; and, (b) performing actions, studies, and tests related to the evaluation and investigation by Lessee of the suitability of the Premises for these purposes, including inspecting and surveying the Premises, performing archaeological, avian, bat, geologic, and soils studies and tests, performing electrical interconnection and transmission studies and tests, and performing environmental and wildlife inspections, studies, and surveys. Lessor consents to Lessee's location of the Wind Facilities at any location on or off the Premises, including at or near property lines. Also, the Lease grants Lessee the right to obtain a setback waiver from Lessor if the Lease is terminated as of the Commercial Operations Date. Further, the Lease requires Lessor to grant for the Term separate easements, leases, licenses, privileges, or other rights in or to the Premises, including for access and transmission purposes and even if the remainder of the Lease is terminated. 5. The Lease also, among other things: (a) limits Lessor's use of the Premises during the Term; (b) requires Lessor to grant such further easements for access and utility purposes as Lessee may require; (c) prohibits any activities, whether on or off the Premises, that interfere with the project, including with the flow of wind on the Premises; (d) includes an express grant of a wind easement: (e) includes a requirement that Lessor divide the Premises into multiple separate leases for separate projects if requested to do so by Lessee: (f) includes a waiver by Lessor of any interest in the Wind Facilities, including any potential lien rights; (g) addresses the rights of the parties in the case of a condemnation of all or part of the Premises; (h) authorizes Lessee to satisfy Lessor's obligations that may become a lien or encumbrance on the Premises or Wind Facilities; and, (i) includes limited remedies and prohibits certain remedies. 6. The Lease runs with the Premises and includes a quiet enjoyment clause. 7. The Lease includes broad assignment and finance -related provisions in favor of Lessee, including: (a) the right of Lessee and its assignees to assign (including by assignment or sublease) all or part of their rights under the Lease and/or the Wind Facilities, including for collateral security purposes; (b) the right of Lessee or its assignees to mortgage all or any part of their interest in the Lease; (c) the obligation of Lessor to give Lessee and its Lenders (which are Lessee's collateral assignees) notice of defaults; (d) the right of Lenders or assignees to exercise Lessee's rights under the Lease and/or take title to the Lease. Wind Facilities, and/or Lessee's rights under the Lease (but as provided for in the Lease Lenders have no obligations under LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 2 of 6 the Lease unless and until they hold a direct interest in the Lease); (e) limited bases for termination (i.e. only in the case of uncured monetary defaults and after expiration of all applicable cure periods); (f) cure rights in favor of Lessee and Lenders and separate cure periods for Lessee and Lenders; (f) restrictions on Lease amendments if Lessee's interests in the Lease have been mortgaged; and, (g) the obligation of Lessor to execute a new lease if the Lease is terminated. 8. The conditions, covenants, definitions (including the definition of capitalized terms not defined in this Short Form), limitations, restrictions, and terms governing the encumbrances imposed on the Premises, restrictions on use of the Premises, and rights granted in and to the Premises are set forth in the Lease. Without limitation. and except as expressly authorized by the Lease. these include Lessor's covenant to not grant any third party any rights to evaluate or develop the Premises. Also, the Lease specifies limitations, requirements, and/or restrictions, on: (a) the conveyance and development of mineral rights associated with the Premises; (b) interference with the project and/or with the rights granted in the Lease; and/or, (c) "severance" of wind rights associated with the Premises or revenue related to the Lease. 9. Also by the Lease Lessor covenants: (a) to cooperate with Lessee to obtain a non -disturbance and subordination agreement from each holder of an interest in the Premises; (b) to amend the Lease as Lessee may request in connection with its financing; and, (c) to execute consents, estoppel certificates, or other documents as Lessee may request from time -to -time. The Lease also restricts Lessor's right to transfer its payments or rights under the Lease. 10. The Parties have executed and recorded this Short Form for the purpose of giving record notice of the Lease, of the exclusive easements, leases, and rights it grants, and of certain restrictions it imposes. All of the conditions, covenants, and terms regarding the Lease are more particularly set forth in the Lease, which is incorporated by this reference. In the event of any conflict between the conditions and terms set forth in this Short Form and the conditions and terms set forth in the Lease, the conditions and terms of the Lease will control and govern, This Short Fonn may be executed and/or recorded in counterparts. SIGNATURE PAGES FOLLOW 4436523 Pages: 3 of 6 10/05/2018 10:06 AM R Fee:$38.00 Carly Koppes. Clerk and Recorder Weld County, CO WM?„hell iNii Il III LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 3 of 6 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above. LESSOR:_RUDY L. V ILGEMUTH Rudy L. olgemuth STATE OF ) )ss. COUNTY OF l _ + } 20 before me, the undersigned, a Notary Public in and for said County and State, personally appeared', ;;)h personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal. ',Lk, i F%/k..1 Notary Public Commission Expires: C OMvllvl )NUVLALTt; (Dr f tENN5YLVANIA NOTARIAL SEAL PAULETTE K. SHUMATE Notary Public Elizabethtown Born, Lancaster County My Commission Expires August 01, 2021 4436523 Pages: 4 of 6 10/05/2018 10:06 AM R Fee:$38.00 Carly Koppes. Clerk and Recorder Weld County, CO ai l KII1OVAffla4 'iCf't iii« ft NI)I rilill Mk It II LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 4 of 6 SIGNATURE PAGE TO SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT IN WITNESS WHEREOF, the Parties have executed this SHORT FORM AGREEMENT OF LAND LEASE AND WIND EASEMENT as of the date set forth above. LESSEE: LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC By;yaY�. Name: Title: ACKNOWLEDGEMENT STATE OF / i'Y ) )ss. COUNTY OF 1--)6tit ) On r r✓ I , 20 re, before me, the undersigned, a Notary Public in and for said County and State, personally appearedireu)rlan, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) i;/Oare subscribed to the within instrument and acknowledged to me that she/they executed the same in Iiis zer/their authorized capacity(ies), and that by i ter/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the within instrument. WITNESS my hand and official seal. Notary Public Commission Expires: 0.51,2,91,20,2/ ?��RY• AU�/ ALEXANDRIA D. PALMER =z: �.. •;n -Notary Public, State of Texas =� • �� Comm. Expires 05-24.2021 �4rrriitiP� Notary ID 128579821 4436523 Pages: 5 of 6 10/05/2018 10:06 PM R Fee:$38.00 Carly Koppes Clerk and Recorder, Weld County CO FACHIAi,4iiI,+WYififililUllii1,l:i1W4, II III LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 5 of 6 EXHIBIT A TO SHORT FORM OF LAND LEASE AND WIND EASEMENT DESCRIPTION OF THE LAND THAT CERTAIN REAL PROPERTY LOCATED IN WELD COUNTY, COLORADO North 1/2 of Section 5, Township 11 North, Range 58 West of the 6{i' P.M., County of Weld, State of Colorado. 4436523 Pages: 6 of 6 10/05/2016 10:06 AM R Fee:$38.00 Carly KoPOes, Clerk and Recorder. Weld County CO liiI rdrg mh '. III LRED-Land Lease and Wind Easement -- CONFIDENTIAL Page 6 of 6 Hello