SECOND
AMENDMENT TO LEASE AGREEMENT
THIS SECOND AMENDMENT
TO LEASE AGREEMENT ("Second Amendment") is made and entered into as of September 1, 2012 by and between SIERRA
PACIFIC INDUSTRIES, a California corporation ("Lessor"), and XXXXXXX SUSANVILLE BIOPOWER, LLC (formerly known
as Henri Susanville, LLC), a California limited liability company ("Lessee"). Unless otherwise defined herein, all capitalized
terms used in this Second Amendment shall have the definitions ascribed to them in the Lease (as defined below).
RECITALS:
WHEREAS, Lessor
and Renegy Susanville, LLC ("Renegy"), entered into that certain Lease dated January 31, 2008 (the "Lease"),
pursuant to which Renegy leased the ground (the "Premises") on which is located a biomass power plant (the "Plant")
for the purpose of operating such Plant, all as more particularly described in the Lease;
WHEREAS, Renegy
sold the Plant to Lessee and assigned, with Lessor's consent, the Lease to Lessee, such Lease having been amended by that certain
First Amendment to Lease dated on or about November 9, 2011 (the "First Amendment"), executed by Lessor and Lessee; and
WHEREAS Lessor and
Lessee desire to further amend the Lease to extend the Term of the Lease by two (2) years, reduce the size of the Premises and
reduce the amount of monthly rent.
TERMS OF AMENDMENT:
NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee hereby
agree as follows:
1. Extension
of Term. Lessor and Lessee agree that the Term is hereby extended by two (2) years, with the Lease now expiring on January
30, 2015.
2. Premises
Reduction. The Premises originally described in the Lease as Exhibit A shall be deleted and replaced with the new Exhibit
A attached to this second amendment. The Premises shall be reduced from forty (40) acres in the original Lease to twenty (20)
acres by this amendment.
3. Rent.
Pursuant to Section 3 of the original Lease dated January 31, 2008 and Section 1 of the First Amendment dated November 2, 2011,
the rent, commencing on September 1, 2012, will be an amount equal to $625 per acre on the revised twenty acres for a total monthly
rent of $12,500.00. In the event Lessee validly exercises its option to purchase certain real property described in attached Exhibit
A under the terms and conditions of the Option Agreement, Lessee shall not be credited at the closing of such purchase with any
amount of the monthly rental payments made on and after September 1, 2012.
4. Effect
of Second Amendment. Except as otherwise amended herein, Lessor and Lessee agree that the Lease is hereby affirmed and
continues in full force and effect. All references to the "Lease" shall be deemed to be references to the Lease as
amended by the First Amendment and this Second Amendment.
IN WITNESS WHEREOF, each party has caused
this Second Amendment to Lease to he executed by its duly authorized representative as of the date first written above.
| LESSOR: |
|
LESSEE: |
| |
|
|
| SIERRA PACIFIC INDUSTRIES, |
|
XXXXXXX SUSANVILLE BIOPOWER, |
| a California corporation |
|
LLC. a California limited liability company |
 |
|
By  |
| Name: M D Emmerson |
|
Name: Xxxxxxx Xxxxxxxxx |
| Its: Chief Finance Officer |
|
Its: President |
EXHIBIT
A
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