EASEMENT AGREEMENT. WHEREAS, Hall Brothers owns certain real property located in Weber County, Utah ( Hall Brothers Property );

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1 When Recorded Return to: Parcel No. EASEMENT AGREEMENT THIS EASEMENT AGREEMENT ( Agreement ) is entered into this day of, 2016 by and between VALLEY DREAMS PROPERTIES, LLC, a Utah limited liability company ( Valley Dreams ) and HALL BROTHERS LAND COMPANY, L.L.C., a Utah limited liability company ( Hall Brothers ) WHEREAS, Hall Brothers owns certain real property located in Weber County, Utah ( Hall Brothers Property ); WHEREAS, Valley Dreams owns certain real property located adjacent to the Hall Brothers Property in Weber County, Utah ( Valley Dreams Property ); WHEREAS, Hall Brothers desires to construct a temporary turnaround on the Valley Dreams Property in order to complete the development of the Hall Brothers Property; WHEREAS, Valley Dreams desires to connect to the public utilities already located in and adjacent to the streets located on the Hall Brothers Property in order to develop the Valley Dreams Property; and WHEREAS, Valley Dreams desires to grant to Hall Brothers an easement over and across a portion of the Valley Dreams Property for the construction of a temporary culde-sac. NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Turnaround Easement. Valley Dreams hereby grants Hall Brothers, its agents, employees and contractors, an easement for the construction, installation, maintenance, service, repair, improvement and replacement of a cul-de-sac over and across a portion of Valley Dreams Property at the location described on attached Exhibit A (the Turnaround Easement ), along with the ingress and egress of pedestrian, vehicular and the like traffic for the use of said cul-de-sac over the Turnaround Easement area until a permanent through street is constructed and dedicated so that the Turnaround Easement is no longer required by the City of. (a) Hall Brothers shall be responsible for all costs and expenses associated with the construction, installation, maintenance, service, repair, improvement and replacement of the improvements to the Turnaround Easement. 1

2 (b) Hall Brothers shall repair, at its sole cost and expense, any damage to the Valley Dreams Property caused by the construction, installation, maintenance, service, repair, improvement and replacement of the improvements to the Turnaround Easement. 2. Utility Connections. Hall Brothers hereby grants Valley Dreams, its agents, employees and contractors, the right to connect to the public utilities located on the Hall Brothers Property or within the public streets within the Hall Brothers Property for the development of the Valley Dreams Property. (a) Hall Brothers shall, at its sole costs and expense, extend and stub the public utilities (including a six-inch (6 ) conduit line from the power box) located within 1400 East Street to a location at least five (5) feet into the Valley Dreams Property. All public utility easements shall run to the property line of the Valley Dreams Property with no gaps, protection strips or the like. (b) On the date which is the earlier of (i) two (2) years from the date of this Agreement or (ii) the date on which Valley Dreams commences development of the Valley Dreams Property, Valley Dreams shall have the right to connect to the three-phase public utilities stubbed into the Valley Dreams Property upon payment of Dollars ($). (c) Both parties will work together to make sure all public utility lines are sized to facility the development of both the Hall Brothers Property and the Valley Dreams Property. 3. Expiration of Turnaround Easement. The parties agree that the Turnaround Easement will expire on the date Valley Dreams completes and dedicates for public use a through street extending from 1400 East through Valley Dreams Property. The parties agree to execute any document required to terminate this Agreement upon the completion of the events described above or to memorialize the expiration of this Agreement. 4. Insurance. Hall Brothers agrees to maintain a policy of commercial general liability insurance with a liability limit in an amount which is customary and reasonable for the activities described in this Agreement and shall name Valley Dreams as an additional insured on any policy. 5. Representation and Warranties. Valley Dreams represents and warrants that it is the owner of the Valley Dreams Property and has the authority to enter into and perform the terms of this Agreement without the need for any notice to, consent of or subordination by, any other person or entity. Hall Brothers represents and warrants that it is the owner of the Hall Brothers Property and has the authority to enter into and perform the terms of this Agreement without the need for any notice to, consent of or subordination by, any other person or entity. 6. Indemnification. Hall Brothers hereby agrees to indemnify, defend and hold Valley Dreams harmless from and against any claims, liabilities, damages or costs (collectively, 2

3 Claims ) arising out of or relating to the use of the Turnaround Easement by Hall Brothers, their agents, employees, contractors, motorists, pedestrians or the like unless and to the extent that such Claims are the result of Valley Dreams gross negligence or willful misconduct. 7. Not a Public Dedication. Nothing contained herein shall be deemed to be a gift or dedication of any portion of the Public Utility Easement or Turnaround Easement to the general public or for the general public or for any public purposes whatsoever. The right of the public or any person to make any use whatsoever of the Public Utility Easement or the Turnaround Easement or any portion thereof (other than any use expressly allowed by a written or recorded map, agreement, deed or dedication) is by permission and subject to the parties control. Notwithstanding any other provisions contained herein to the contrary, each party may periodically restrict ingress and egress from the area of the Public Utility Easement or the Turnaround Easement in order to prevent a prescriptive easement from arising by reason of continued public use. Any restriction on ingress and egress shall be limited to the minimum period necessary to prevent the creation of a prescriptive easement and shall occur at such at time as to have a minimum effect on the parties. 8. Miscellaneous. (a) (b) (c) (d) (e) (f) Covenants Running with the Land. This Agreement and all of the terms and conditions contained herein shall inure to the benefit of, and are binding upon the parties hereto and their respective successors and assigns, and shall be covenants running with the land. No Waiver. A delay in enforcing or a failure to enforce any breach or violation of any restriction contained herein shall not be deemed to be a waiver or abandonment of any such restriction, or a waiver of the right to enforce any subsequent breach or violation of such restriction. The foregoing shall apply regardless of whether any person affected hereby (or having the right to enforce these restrictions) had knowledge of the breach or violation. Successors. This Agreement shall be binding upon and shall insure to the benefit of the parties hereto and their respective legal representatives, heirs, successors and assign Severability. If any one or more of the provisions of this Agreement or the applicability of any such provision to a specific situation shall be held invalid or unenforceable by a court of competent jurisdiction, the validity and enforceability of all the provisions of this Agreement and all other applications of such provisions shall not be affected thereby. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Utah. Attorneys Fees. If any legal action or other proceeding is brought for the 3

4 enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled. [Signature Page Follows] 4

5 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above. VALLEY DREAMS PROPERTIES, LLC a Utah limited liability company By: Its: STATE OF UTAH COUNTY OF The foregoing instrument was acknowledged before me this day of, 2016 by as of VALLEY DREAMS PROPERTIES, LLC Notary Public HALL BROTHERS LAND COMPANY, L.L.C. a Utah limited liability company By: Its: STATE OF UTAH COUNTY OF The foregoing instrument was acknowledged before me this day of, 2015, by as of HALL BROTHERS LAND COMPANY, L.L.C. Notary Public 5

6 EXHIBIT A Legal Description Turnaround Easement A PART OF THE NORTHEAST QUARTER OF SECTION 27, TOWNSHIP 7 NORTH, RANGE 1 WEST OF THE SALT LAKE MERIDIAN, U S SURVEY. BEGINNING AT A POINT LOCATED FEET NORTH 00 52'24" EAST ALONG THE WEST LINE OF SAID SECTION AND FEET SOUTH 88 55'59" EAST AND FEET NORTH 00 56'47" EAST AND FEET SOUTH 88 55'59" EAST FROM THE SOUTHWEST CORNER OF SAID SECTION 27 BEING A WEBER COUNTY BRASS CAP MONUMENT; RUNNING THENCE IN A NORTHWESTERLY DIRECTION TO THE RIGHT OF A NON-TANGENT FOOT RADIUS CURVE, A DISTANCE OF FEET, CHORD BEARS SOUTH 88 55'59" EAST FEET, HAVING A CENTRAL ANGLE OF '43"; THENCE NORTH 88 55'59" WEST FEET TO THE POINT OF BEGINNING. THE BASIS OF BEARINGS IS THE WEST LINE OF SAID SECTION 27, WHICH BEARS NORTH 00 52'24" EAST FROM THE SOUTHWEST SECTION CORNER TO THE NORTHWEST SECTION CORNER OF SAID SECTION 27, UTAH NORTH NAD 83 STATE PLANE GRID BEARING. 6

RIGHT OF WAY AND COMMON DRIVEWAY AGREEMENT SUN8 PDC, LLC, c/o DISTRIBUTED SUN, LLC SUBDIVISION DRYDEN, NEW YORK

RIGHT OF WAY AND COMMON DRIVEWAY AGREEMENT SUN8 PDC, LLC, c/o DISTRIBUTED SUN, LLC SUBDIVISION DRYDEN, NEW YORK THIS RIGHT OF WAY AGREEMENT ( Agreement ) is made this day of, 2017 by SCOTT PINNEY, an individual