On the agenda: Oak Ridge meeting — AI Data Center (Feb 2)

Industrial Development Board of the City of Oak Ridge
City of Oak Ridge Municipal Building – Courtroom

REGULAR MEETING
Monday, February 2, 2026 @ 4:00 P.M.
The meeting will be open to the public in accordance with Tennessee Open Meetings Act requirements. In accordance
with the IDB Rules and Procedures, any person who wishes to comment on an agenda item must indicate so on the sign
in sheet available prior to the meeting. Individuals will have up to three (3) minutes to address the Board. Public
comment on any agenda item is limited to a total of twenty minutes. A copy of the Rules and Procedures may be
requested by email to [email protected].

REGULAR MEETING AGENDA
I.

Call to Order

David Wilson

II.

Roll Call

Samantha Royster

III.

Approval of Order of Agenda

David Wilson

IV.

Approval of Minutes
January 5, 2025 Regular Meeting

David Wilson

V.

Officers’ Reports
a. Chairman

David Wilson

1. Tennessee Nuclear and Innovative Energy Day on the Hill
February 24, 2026- Nashville, TN
b. Vice-Chairman

Harold Trapp

c. Secretary/Treasurer
Financial Statements- December 2025

Sasha Little

VI.

Executive Assistant’s Report
January 2026

Samantha Royster

VII.

Attorney’s Report

Tammy Rackard

VIII.

Committee Reports
a. Finance and Audit Committee

Sasha Little

b. Land Use Committee

Michael Russell

c. Special Projects/Policies & Procedures Committee

Tim Stallings

IX.

Prospect Activity Report

Randy Hemann
Mike Magill
Tamara Fleischhaker
Ray Evans

X.

Unfinished Business

David Wilson

Page 1 of 2

XI.

New Business
a. An Item Approving the Acceptance of the Deed Transferring
the SSP-2 Parcel from DOE to the IDB

Tammy Rackard

b. Horizon Center, Area 7 Project Update

Brad Salsbury

1. An Item to Authorize the Chairman to Sign Amendment #2
To the InvestPrep Grant Contract Extending the Draw
Period to 8/18/2026

David Wilson

2. An Item to Approve Professional Services Expenses for the
Preparation of Construction Easements for the Horizon
Center, Area 7 Project Not to Exceed $7,500.00

David Wilson

c. R-50, LLC (Radiant Industries)
1. PILOT

David Wilson

City Manager Recommendation Letter
PILOT Lease
IDB Resolution
2. NED Grant

David Wilson

IDB Resolution
d. A Resolution to Authorize the Chairman to Sign a Purchase and David Wilson
Sale Agreement to Sell a 40.80-Acre Portion of Development
Area/Lot 6 And A 27.93-Acre Portion of Development Area/Lot 7,
Both in the Horizon Center Industrial Park, at a Purchase Price of
$14,500.00 Per Acre for Project Reindeer
e. Review New PILOT Policy to be Presented to City Council
For Approval

Randy Hemann

XII.

Appearance of Citizens (Non-agenda items)

David Wilson

XIII.

Election of IDB Officers for 2026

David Wilson

XIV.

Announcements

David Wilson

XV.

Adjournment

David Wilson

Next Regularly Scheduled Meeting is Monday, March 2, 2026

Page 2 of 2

MINUTES OF
THE INDUSTRIAL DEVELOPMENT BOARD
OF THE CITY OF OAK RIDGE
January 5, 2026
A regular meeting of the Industrial Development Board of the City of Oak Ridge, Tennessee, was convened
at 4:00 p.m. on January 5, 2026, in the Courtroom of the Municipal Building, 200 S. Tulane Avenue. David
Wilson, Chairman, declared a quorum was present and called the meeting to order.
ROLL CALL
The following members were present: David Wilson, Richard Chinn, Ryan Overton, Harold Trapp, Michael
Russell, Sasha Little, Peter Newby, and Tim Stallings
The following members were absent: Adam Vann
Also present were: Randy Hemann, City of Oak Ridge; Tammy Rackard, City of Oak Ridge; Tamara
Fleischhaker, ORCC; David Headrick, Surveying and Mapping, LLC.; Ray Evans, City of Oak Ridge; Leslie
England, TNBank; David Bradshaw, Pinnacle; Doug Colclasure, Oak Ridge Citizen; Samantha Royster,
IDB Executive Assistant
APPROVAL OF ORDER OF AGENDA
Mr. Stallings made a motion to approve the order of the agenda as presented. Mr. Trapp seconded the
motion. The motion carried unanimously.
APPROVAL OF THE MINUTES
Ms. Little made a motion to approve the minutes of the regular meeting held December 1, 2025, as
presented. Mr. Trapp seconded the motion. The motion carried unanimously.
OFFICERS’ REPORTS
a. Chairman- No Report
b. Vice-Chairman – No Report
c. Treasurer
Ms. Little presented the financial reports for November 2025. The reports will be placed on file.
Mr. Trapp made a motion to accept the financial reports as given. Mr. Stallings seconded the
motion. The motion carried unanimously.
ATTORNEY’S REPORT
No report
EXECUTIVE ASSISTANT’S REPORT
Ms. Royster included a written report with the December 2025 board packet detailing the management
support services she provided to and on behalf of the IDB during November 2025. The report was
accepted.
COMMITTEE REPORTS
a. Finance and Audit Committee – No Report
b. Land Use Committee – No Report
c. Special Projects/Policies & Procedures Committee – No Report
Page 1 of 3

PROSPECT ACTIVITY REPORT
Mr. Hemann stated that Mr. Magill could not attend today but asked him to report that certain companies
are scheduled to receive funding soon, and there should be some announcements by month-end.
Ms. Fleischhaker reported some activity while meeting with local businesses. She also stated that the
Chamber will be working with a battery energy company to try and help them obtain financing. The
company is looking into developing their first manufacturing facility in the community with expansion within
the corridor.
UNFINISHED BUSINESS
None
NEW BUSINESS
a. Mr. Wilson reminded the Board that they have approved a TIF incentive and a property transfer
request for the SSP-2 Parcel from DOE for the Orano Project.
Ms. Overton made a motion to approve the Resolution of The Industrial Development Board of The
City of Oak Ridge Approving and Authorizing the Execution of the Development, Conveyance and
Reimbursement Agreement Between the Board and Orano Enrichment USA, LLC. (See EXHIBIT
A) Mr. Russell seconded the motion.
Mr. Wilson recognized Mr. Mamantov who provided the Board an overview of the Development
Agreement which, among other items, details the processes by which property will be transferred
to Orano, how the tax incentive is structured, and how the monitoring of performance standards of
the project will be managed. Ms. Rackard stated that she has received an update from DOE that
the property transfer is getting closer to being finalized. There was additional discussion of the
Development Agreement and overall project. Mr. Russell suggested the Board think about creating
some type of implementation plan to make sure the IDB is fulfilling all its obligations as described
in the Development Agreement, and Mr. Wilson stated this is something for the Board to consider.
Mr. Wilson recognized citizen Doug Colclasure, 103 Monticello Road, who signed up to speak
publicly on the agenda item. Mr. Colclasure stated that he would like the Board to consider creating
a conservation easement on the property prior to deforestation in order to preserve the beauty of
the 6-mile East Fork Ridge line and to protect the undisturbed, 80-yr old forest located within the
parcel. He suggested having a public forum to discuss the issue and to take action to make sure
environmental assets are protected on the transfer site.
There were no further comments. The Board voted on the agenda item, and the motion carried
unanimously.
b. Mr. Wilson informed the Board that we received a request several months ago from Mainstreet
Capital Partners, LLC for a fourth PILOT for the Mainstreet Lofts development. The PILOT request
does not fall within the sole authority of the IDB under the PILOT Policy, therefore City Council
reviewed and approved the PILOT at its December meeting. The City Council resolution approving
the 10-year PILOT and a letter from the City Manager were included in the board packet that outline
the tax abatement and annual PILOT payments as follows:

Construction Period (up to
24 months)

Page 2 of 3

Annual PILOT Payments
(Percentage of the ad valorem taxes
that would otherwise be payable with
respect to the Property if such Property
were owned by the Developer)

0%

Years 1 – 2

0%

Years 3 - 4

20%

Years 5 - 6

40%

Years 7 - 8

60%

Years 9 - 10

80%

Years 11 and beyond

100%

Mr. Trapp made a motion to approve a Resolution Relating to a Payment in Lieu of Tax Transaction
Between The Industrial Development Board of the City of Oak Ridge and Mainstreet Capital
Partners, LLC. (See EXHIBIT B) Mr. Stallings seconded the motion. Mr. Chinn abstained. There
was a question on the site location and some further discussion of the project by the Board. There
were no further comments. The Board voted on the agenda item, and the motion carried.
c. Mr. Wilson informed the Board that he had been contacted by companies interested in land at
Horizon Center and would like the Board to authorize the Chair to negotiate land sales. He stated
that he would bring any purchase offers back to the Board for approval.
Mr. Wilson recognized citizen Doug Colclasure, 103 Monticello Road, who signed up to speak
publicly on the agenda item. Mr. Colclasure questioned why the IDB Chairman was requesting
authorization to negotiate land sales when he thought that the Oak Ridge Corridor Development
Corporation was established to take the lead on all economic development negotiations and land
sales. Both the Chairman and City Manager responded that the IDB can negotiate the sale of
property it currently owns.
Mr. Trapp made a motion to approve a Resolution to Authorize the Chairman to Negotiate Land
Sales on Behalf of the Board in Furtherance of the Board’s Purpose. (See EXHIBIT C) Mr. Chinn
seconded the motion. There were no further comments. The Board voted on the agenda item, and
the motion carried unanimously.
APPEARANCE OF CITIZENS (Non-Agenda Items)
Doug Colclasure, 103 Monticello Road, stated that he was at a recent City Council meeting where they
discussed the availability of 16,000 acres of land on the Oak Ridge Reservation with one member
suggesting the City begin requesting the land in large quantities. Mr. Colclasure expressed his concerns
on taking such large amounts for economic development. He asked the Board to consider conservation
easements to preserve as much of the 80-yr, undisturbed land as possible for the enjoyment of future
generations.
ANNOUNCEMENTS
ADJOURN
The meeting adjourned 4:55 P.M.
APPROVED BY THE INDUSTRIAL DEVELOPMENT BOARD
February 2, 2026

____________________________________________
Sasha Little, Secretary/Treasurer

Page 3 of 3

EXHIBIT A- ORIDB Minutes January 5, 2026

RESOLUTION OF THE INDUSTRIAL DEVELOPMENT BOARD OF THE
CITY OF OAK RIDGE APPROVING AND AUTHORIZING THE EXECUTION
OF THE DEVELOPMENT, CONVEYANCE AND REIMBURSEMENT
AGREEMENT BETWEEN THE BOARD AND ORANO ENRICHMENT USA
LLC
WHEREAS, The Industrial Development Board of the City of Oak Ridge (the “Board”) has been
duly created and organized pursuant to and in accordance with the provisions of Chapter 53, Title 7 of the
Tennessee Code Annotated, as amended (the “Act”), and has met pursuant to proper notice; and
WHEREAS, the Board has previously approved an economic impact plan (the “Plan”) relating to
the construction and development of a nuclear processing facility and ancillary facilities (collectively, the
“Project”) to be constructed on a parcel of property located in the city of Oak Ridge (the “City”) and Roane
County, Tennessee (the “County”) (the “Site”); and
WHEREAS, the Plan proposed for the Project to be undertaken by Orano Enrichment USA LLC,
a Delaware limited liability company (“Company”), which is an affiliate of Orano SA, a French société
anonyme (“Orano SA”); and
WHEREAS, Orano SA is a multinational nuclear fuel cycle company engaged in the mining,
conversion and enrichment of uranium, as well as spent fuel recycling, nuclear logistics, dismantling,
nuclear cycle engineering, and other activities relating to the nuclear fuel cycle and is the sole member of
the Company; and
WHEREAS, the Company anticipates that the Project will employ at least 300 full-time employees
by the fifth year of operation and will require a capital investment by, or on behalf of, the Company of at
least Four Billion Dollars ($4,000,000,000.00), thereby resulting in significant new investment in, and
economic benefits to, the City, the County and the State of Tennessee (the “State”); and
WHEREAS, in addition to certain grants approved by the State, the Board, the City and the County
desire to approve certain economic incentives for the Project, including an agreement to provide the Site to
the Company at no cost and an agreement to provide certain property tax incentives to the Company, all as
more fully set forth in that certain Development, Conveyance and Reimbursement Agreement (the
“Development Agreement”), a form of which has been presented to the Board; and
WHEREAS, the Company and the Board desire to enter into the Development Agreement in order
to set forth the proposals and respective commitments of the Company and the Board in a valid and binding
legal agreement; and
WHEREAS, it would be in the interest of the Board and the citizens of the City and the County
and consistent with the Board’s public purpose of economic development that the Board approve and
authorize the execution of the Development Agreement.
NOW, THEREFORE, BE IT RESOLVED by The Industrial Development Board of the City of
Oak Ridge as follows:
RESOLVED, that the Development Agreement, in substantially the form presented to the Board,
is hereby approved by the Board, and the Chairman or Vice Chairman of the Board is authorized and
directed to execute, with such changes as are approved as provided below, and, if requested, its Secretary
is hereby authorized to attest, and either is authorized and directed to deliver the Development Agreement
to the Company; and further

1

RESOLVED, any omissions, insertions, completions, and changes that are made to the form of the
Development Agreement presented to the Board shall be subject to the approval of the Chairman of the
Board, counsel to the Board, the City Manager of the City, the County Executive of the County, and the
Company prior to the Chairman or Vice Chairman of the Board’s execution thereof; and further
RESOLVED, that the officers of the Board are hereby authorized and directed to execute, deliver,
and file such other certificates and instruments and to take all such further action as they may consider
necessary or desirable in connection with the consummation of the transactions described in the
Development Agreement; and further
RESOLVED, that any and all other acts of the officers of the Board which are in conformity with
the purposes and intent of this resolution and in furtherance of the transactions described above are hereby
approved and confirmed in all respects.

2

I hereby certify that attached hereto is a resolution of The Industrial Development Board of the City
of Oak Ridge, duly and lawfully adopted by its Board of Directors on January 5, 2026, at a meeting at which
a quorum was acting throughout, and I furthermore certify that such resolution has not been amended or
modified in any respect.
THE INDUSTRIAL DEVELOPMENT BOARD OF
THE CITY OF OAK RIDGE
By:
Name:
Title:

46715858.2

3

EXHIBIT B- ORIDB Minutes January 5, 2026

RESOLUTION RELATING TO PAYMENT IN LIEU OF TAX TRANSACTION
BETWEEN THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF
OAK RIDGE AND MAINSTREET CAPITAL PARTNERS, LLC
WHEREAS, the Board of Directors of The Industrial Development Board of the City of Oak Ridge
(the “Board”) has met pursuant to proper notice; and
WHEREAS, to induce Mainstreet Capital Partners, LLC, a Tennessee limited liability company
(the “Company”), to cause the acquisition and construction of not less than seventy (70) townhomes as a
multifamily residential rental facility, together with certain community amenities and other site
improvements to be occupied by persons of low or moderate income located at 148 Badger Avenue in the
City of Oak Ridge, Tennessee (the “Real Property”), the Board will acquire the Real Property and the
improvements located thereon (collectively, the “Property”), and the Board will lease the Property to the
Company on the terms and conditions set forth in the Lease referenced herein; and
WHEREAS, the City Council of the City of Oak Ridge, Tennessee has delegated to the Board the
authority to acquire title to the Property and negotiate and enter into a lease agreement with the Company
which provides for the payment in lieu of taxes; and
WHEREAS, there has been submitted to the Board a form of Lease (the “Lease”) between the
Board and the Company, which provides for the Company to make certain payments in lieu of taxes to the
Board, as provided therein, and which the Board proposes to execute to carry out the transaction described
herein and file a copy of such Lease, once executed, with the records of the Board.
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE
INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF OAK RIDGE:
1.
It is hereby found and determined that the acquisition and ownership of the Property will
promote industry, trade, commerce and housing in the State of Tennessee and will increase the availability
of affordable housing and employment in the City of Oak Ridge, Tennessee.
2.
The Chairman or Vice Chairman of the Board is hereby authorized and directed to execute,
and the Secretary or Assistant Secretary of the Board is authorized to attest, and either is authorized and
directed to deliver the Lease to the Company in substantially the form submitted, which is hereby approved,
with such completions, omissions, insertions and changes as may be approved by the officer executing it,
his or her execution to constitute conclusive evidence of his or her approval of any such omissions,
insertions and changes.
3.
The Board is hereby authorized and directed to own the Property and lease the Property to
the Company, pursuant to the terms of the Lease.
4.
The officers of the Board are hereby authorized and directed to execute, deliver and file
such other certificates and instruments and to take all such further action as they may consider necessary or
desirable in connection with the consummation of the transactions described above, including, without
limitation, executing such documents as any lender of the Company may request to preserve their liens on
the Property.
5.
Any authorization herein to execute any document shall include authorization to record
such document where appropriate.

6.
All other acts of the officers of the Board which are in conformity with the purposes and
intent of this resolution are hereby approved and confirmed.
Adopted and approved on this January 5, 2026.

THE INDUSTRIAL DEVELOPMENT BOARD OF
THE CITY OF OAK RIDGE
By:
Name: David Wilson
Title: Chairman
ATTESTED:
Sasha Little, Secretary

49027230.1

2

EXHIBIT C- ORIDB Minutes January 5, 2026

A RESOLUTION TO AUTHORIZE THE CHAIRMAN TO NEGOTIATE LAND SALES
ON BEHALF OF THE BOARD IN FURTHERANCE OF THE BOARD’S PURPOSE
WHEREAS, by its Charter of Incorporation, The Industrial Development Board of the City of Oak
Ridge’s (IDB) purpose is to acquire, own, lease, and dispose of properties in order to promote industry
and develop trade by inducing manufacturing, industrial, and corporation enterprises to locate within
the city limits of Oak Ridge; and
WHEREAS, the IDB is the owner of approximately 103.46 acres of real property located at the
Horizon Center Industrial Park; and
WHEREAS, the IDB is exploring opportunities to increase its land holdings for future projects in
furtherance of its purpose, and has requested the transfer of properties in Heritage Center Industrial
Park and may, in the future, request properties in additional areas of Oak Ridge; and
WHEREAS, in order to allow interested parties to submit offers and negotiate terms of purchase
for available IDB-owned properties and anticipated-to-be-owned IDB properties, the Chairman has
requested authorization to negotiate land sales on behalf of the IDB in furtherance of the IDB’s purpose.
NOW, THEREFORE BE IT RESOLVED that The Industrial Development Board of the City of
Oak Ridge (IDB) hereby authorizes the Chairman, David Wilson, to negotiate with interested parties for
the sale of any and all IDB-owned land as well as land anticipated to become IDB-owned land in the
near future.
BE IT FURTHER RESOLVED that this authorization does not include authority to bind the IDB
to any sale of land, as such sales must be approved by the IDB, but rather allows the parties to negotiate
terms upon which the Chairman is willing to support and bring forth to the IDB for consideration.
This Resolution adopted this the 5th day of January 2026.
APPROVED AS TO FORM AND LEGALITY:

THE INDUSTRIAL DEVELOPMENT BOARD OF
THE CITY OF OAK RIDGE

Tammy M. Rackard
of Counsel to the Industrial Development Board

David E. Wilson, Chairman

ATTESTED:

Sasha Little, Secretary

EXECUTIVE ASSISTANT REPORT
February 2, 2026
Activities- January 2026
1. Financial
a. Accounts Payable
b. Deposits
c. Financial Statements
2. Board Meeting(s)
a. February 2, 2026- Board Meeting- Agenda and board packet prep/distribution
3. Miscellaneous Items
a. Worked with City Attorney, City Manager, and other City personnel on several items
b. Responded to DOE emails/requests
c. Worked with attorneys at Bass, Berry, & Sims on multiple projects and other items
d. Contacted Hillpointe to check on status of PILOT closing
e. Responded to request for Horizon Center Covenants
f. Items related to IDB member applications/appointments/officer election
g. Prepared/mailed 1099’s and submitted 1096
h. Updates to IDB website
i. Responded to various emails and phone calls and other general office duties
j. Other items at the direction of the IDB Chairman/attorneys
4. R-50 Project
a. Worked with attorneys to get PILOT documents ready for February meeting
b. TNECD meeting 1/21 regarding NED grant
c. Prepared draft resolution for NED grant
d. Misc. items/correspondence
5. Mainstreet Capital Partners PILOT
a. Worked with Bass, Berry, & Sims to prepare documents
b. Prepared invoices for application/closing fees and followed-up to collect and process
application fee
c. Worked with company to get additional information
6. PILOT Reporting- 2025
a. Checked with City on certificates of occupancy on 3 projects to see if reports were needed
for 2025 and updated maturity dates for completed projects
b. Sent letters requesting PILOT reports for 2025 (Callaghan Towers/Dartmouth LP,
Mainstreet Capital Partners Phases 1-3, Rama Oak Ridge/Woodspring Suites, Kairos
Power)
7. Horizon Center, Area 7 Project
a. Sent information again to multiple personnel at DOE on temporary construction
easement and had board members help to advocate for this item
b. Met with TVA, State, ETDD, and DIA to discuss project and request a draw extension
on the TVA grant
Page 1 of 2

c. Submitted monthly report to State
d. Submitted quarterly report to TVA
8. Goals for February forward
a. 2025 PILOT reports
b. Continue working on items related to InvestPrep & the State SDG and the Horizon
Center, Area 7 project
c. Continue assisting with several upcoming & existing projects
d. Other items as required

Page 2 of 2

1222 Demonbreun Street, Suite 1500, Nashville, Tennessee 37203

January 20, 2026
Amendment No. 2, Contract No. 18204
Mr. David Wilson
Chairman
The Industrial Development Board
of the City of Oak Ridge
1400 Oak Ridge Turnpike
Oak Ridge, Tennessee 37830
Dear Mr. Wilson:
Upon acceptance, this letter will supplement and amend Contract No. 18204 between The Industrial
Development Board of the City of Oak Ridge (Grantee), and the Tennessee Valley Authority (TVA)
whereby funding is being used to assist with non-impact site and environmental due diligence
(EXCLUDING resistivity and geotechnical borings) as well as engineering and design of a building
pad and a marketing road on Area 7 of the Horizon Center Industrial Park. Accordingly, effective upon
the acceptance date written herein, the parties agree as follows:
A. Contract No. 18204 Section B.12. shall be amended to “Complete the Project by August 18,
2026. Any request by Grantee for an extension must be delivered to TVA in writing, must
describe the changed circumstances leading to the request, and is subject to the review and
approval of TVA, in its sole discretion.”
B. Except as herein supplemented and amended, the terms and conditions of Contract No.
18204 shall remain in full force and effect as the continuing obligations of the parties.
If the foregoing correctly reflects our agreement, please execute your acceptance below and return a
copy to Bess Hubbard at [email protected]. If you have questions about this supplemental
agreement, please call Bess Hubbard at (615) 708-9298.
Sincerely,

Heidi T. Smith
Vice President
Economic Development
Accepted and agreed to this ________day of _________________________, 2026
THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF OAK RIDGE

By: _________________________________
David Wilson
Chairman

THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF OAK RIDGE
(a Tennessee public nonprofit corporation)
TO

R-50, LLC
(a Delaware limited liability company)

__________________________
LEASE
EFFECTIVE AS OF _____ __, 2026
_________________________

This instrument prepared by:
BASS, BERRY & SIMS PLC (GMM)
900 S. Gay Street, Suite 1700
Knoxville, Tennessee 37902

LEASE
This Lease, made, entered into and effective as of _______ __, 2026 (the “Effective Date”), by and
between THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF OAK RIDGE, a public
nonprofit corporation organized and existing under the laws of the State of Tennessee (“Lessor”), and R50, LLC, a Delaware limited liability company authorized to do business in the State of Tennessee.
(“Lessee”).
W I T N E S S E T H:
WHEREAS, Lessor is a public nonprofit corporation and a public instrumentality of the City of
Oak Ridge, Tennessee, and is authorized under Sections 7-53-101 to 7-53-320, inclusive, Tennessee Code
Annotated, as amended (the “Act”), to acquire, whether by purchase, exchange, gift, lease, or otherwise,
and to own, lease and dispose of properties for certain purposes identified in the Act; and
WHEREAS, in order to encourage Lessee to cause the acquisition, constructing, and equipping of
a manufacturing facility for nuclear reactors and related products in the City of Oak Ridge, Tennessee,
thereby furthering the purposes of the Act, Lessor desires to lease to Lessee and Lessee desires to rent from
Lessor certain real property and equipment hereinafter more particularly described, on the terms and
conditions set forth herein.
NOW, THEREFORE, Lessor, for and in consideration of the payments hereinafter stipulated to be
made by Lessee, and the covenants and agreements hereinafter contained to be kept and performed by
Lessee, does by these presents demise, lease and let unto Lessee, and Lessee does by these presents hire,
lease and rent from Lessor, for the Term (as defined below) and upon the conditions hereinafter stated, the
real property described in Exhibit A attached hereto, together with all facilities and improvements now
existing or hereafter constructed thereon by Lessee or otherwise and the Equipment (as hereinafter defined);
UNDER AND SUBJECT, however, to deed restrictions, covenants, easements, reservations, rights
of way and other encumbrances applicable to the real property and equipment to be leased and existing as
of the date hereof and any other encumbrance hereafter created by Lessee or by Lessor pursuant to Section
6.03 hereof; and
UNDER AND SUBJECT to the following terms and conditions:
ARTICLE I
Definitions
Section 1.01. Definitions. In addition to the words, terms and phrases elsewhere defined in this
Lease, the following words, terms and phrases as used in this Lease shall have the following respective
meanings:
“Abatement Period” shall mean, with respect to the payments in lieu of taxes applicable to the
Leased Property, the fifteen (15) consecutive years occurring during the Term, commencing on the
Completion Date and ending on the date that is fifteen (15) years thereafter.
“Acquisition Deed” shall mean the deed pursuant to which Lessor acquires title to the Leased Land.

“Act” shall mean Tennessee Code Annotated Sections 7-53-101 to 7-53-320, inclusive, as
amended.
“Affiliate” shall mean, with respect to Lessee, another entity that directly, or indirectly through one
or more intermediaries, controls or is controlled by or is under common control with Lessee. For purposes
of this definition, “control” means the power to direct the policies of the other entity, directly or indirectly,
whether through the power to appoint and remove its directors, the ownership of voting securities or interest,
by contract, or otherwise.
“Application” shall mean the application for a payment in lieu of ad valorem taxes incentive
submitted to Lessor by Lessee in accordance with the Incentive Policies.
“Basic Rent” shall mean the amounts described in Section 4.01.
“City” shall mean the City of Oak Ridge, Tennessee.
“Completion Date” shall mean the earlier of (i) December 31, 2029, provided that such date may
be extended if an event of Force Majeure occurs that affects Lessee’s ability to construct the Facility or
commence operations, and (ii) the date on which Lessee commences operations at the Facility, as evidenced
by notice from Lessee to Lessor.
“County” shall mean Roane County, Tennessee.
“Employees” shall mean full-time employees of Lessee at the Facility.
“Equipment” shall mean the machinery, equipment and other tangible personal property described
on Exhibit B attached hereto as supplemented from time to time.
“Facility” shall mean the manufacturing building and related real property improvements to be
constructed on the Leased Land by Lessee, as more fully described in the Application.
“Force Majeure” means fires, floods, tornadoes, other casualties, inability to obtain materials,
conditions arising from governmental orders, directives or regulations, pandemics, epidemics, war or
national emergency, acts of God, delays in governmental permitting or approvals, strikes, lockouts, labor
trouble, civil disorder, riots, insurrections, acts of terrorism, accidents, adverse weather conditions,
governmental inaction, restrictive governmental law or regulation and any other cause, similar or dissimilar,
beyond the applicable party’s control, other than due to a lack of funds. Where this Lease provides that a
party’s obligations are subject to Force Majeure, then delay or non-performance on the part of such party
will be excused upon the occurrence and during the continuance of such event of Force Majeure. Where
this Lease provides that a date or deadline is subject to Force Majeure, then such date or deadline will be
extended for a term equal to the time lost by reason of such event of Force Majeure. The party asserting
that a Force Majeure has occurred shall promptly give notice of the Force Majeure event and in any event
within thirty (30) days of when such event ends.
“Incentive Policies” shall mean the City of Oak Ridge, Tennessee Property Tax Incentive Program
Policies and Procedures in effect at the time of submission of Lessee’s Application.
“Lease” shall mean this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more instruments supplemental hereto.
“Leased Land” shall mean the real property described in Exhibit A attached hereto.
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“Leased Property” shall mean the Leased Real Property and the Equipment.
“Leased Real Property” shall mean the Leased Land, together with the Facility and other
improvements or fixtures constructed or to be constructed on the Leased Land.
“Lessee” shall mean R-50, LLC, a Delaware limited liability company, and its successor and
permitted assigns.
“Lessor” shall mean The Industrial Development Board of the City of Oak Ridge, a Tennessee
public nonprofit corporation.
“Purchase Agreement” shall mean that certain Agreement of Purchase and Sale dated as of October
13, 2025, between Lessor and Lessee pursuant to which Lessee acquired the Leased Land.
“Tax Year” shall mean each annual period beginning on January 1 of each year and ending on
December 31 of each year.
“Term” shall mean the term described in Article III.
ARTICLE II
Representations and Warranties of Lessor and Lessee
Section 2.01.

Representations and Warranties of Lessor.

Lessor makes the following representations and warranties to induce Lessee to enter into this Lease:
(a) Lessor is a public corporation and governmental instrumentality of the State of Tennessee, is
duly incorporated, validly existing and in good standing under the laws of the State of Tennessee;
(b) Lessor is validly organized pursuant to the provisions of the Act;
(c) Lessor is authorized and empowered by the provisions of the Act, and has all requisite corporate
power and authority to execute and deliver and perform its obligations under this Lease;
(d) no consents of any third parties are required nor are any regulatory filings required to be made
in order for Lessor to execute this Lease and consummate the transactions herein, except for a delegation
resolution from the City (which resolution has been obtained);
(e) this Lease has been duly authorized, executed and delivered on behalf of Lessor and constitutes
a legal, valid and binding obligation of Lessor enforceable in accordance with its terms subject to
bankruptcy and other creditors’ rights laws and principles of equity; and
(f) the execution, delivery and performance by Lessor of this Lease will not contravene or constitute
a default under any provision of applicable law or regulation, the articles of organization or bylaws of
Lessor or of any contract, agreement, judgment, order, decree, rule, regulation or other instrument binding
on Lessor.
Section 2.02

Representations and Warranties of Lessee.

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Lessee makes the following representations and warranties to induce Lessor to enter into this Lease:
(a)
Lessee is a limited liability company duly formed, existing and in good standing under the
laws of the State of Delaware, is authorized to conduct business in the State of Tennessee under Tennessee
law, has full power and authority to enter into this Agreement and to perform all obligations contained
herein and therein, and has, by proper action, been duly authorized to execute and deliver this Lease and,
when executed and delivered by the parties thereto, this Lease will constitute the valid and binding
obligation of Lessee enforceable in accordance with its terms subject to bankruptcy and other creditors’
rights laws and principles of equity.
(b)
Neither the execution and delivery of this Lease, nor the consummation of the transactions
contemplated herein by Lessee, nor the fulfillment of or compliance with the terms and conditions of this
Lease, does or will conflict with or result in a breach of the terms, conditions or provisions of any restriction
or internal governing document of Lessee or any agreement or instrument to which Lessee is now a party
or by which it is bound, or any existing law, rule, regulation, judgment, order or decree to which it is subject,
or constitutes a default under any of the foregoing or, except as contemplated hereby, results in the creation
or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of Lessee
under the terms of any instrument or agreement.
(c)
There are no proceedings pending, or to the actual knowledge of Lessee threatened, against
or affecting Lessee in any court or before any governmental authority, arbitration board or tribunal which
involve the possibility of materially and adversely affecting the properties, business, prospects, profits or
condition (financial or otherwise) of Lessee, or the ability of Lessee to perform its obligations under this
Lease. Lessee is not in default with respect to an order of any court, governmental authority, arbitration
board or tribunal.
(d)
No event has occurred and no condition exists with respect to Lessee that would constitute
an Event of Default under this Lease, as defined in Article XIV, or which, with the lapse of time or with
the giving of notice, or both, would become such an Event of Default.
(e)
To the actual knowledge of Lessee, there are no substances, materials, wastes, pollutants
or contaminants located on the Leased Property that are regulated under any environmental law or
regulation except those materials and substances that are maintained in compliance with such laws and
regulations, and Lessee shall not permit material quantities of such substances, materials, wastes, pollutants
or contaminants to exist on the Leased Property during the Term of this Lease except in compliance with
such laws and regulations.
ARTICLE III
Lease Term
Section 3.01. Term. Subject to the provisions contained in this Lease, this Lease shall be in full
force and effect for a Term commencing on the date hereof and ending on the last day of the Abatement
Period, unless previously terminated as provided herein. Notwithstanding the foregoing, the Term of this
Lease may be terminated upon exercise by Lessee of the purchase option (and subsequent closing) described
in Article XV hereof.

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ARTICLE IV
Rent
Section 4.01. Basic Rent. Lessee will pay to Lessor without notice or demand, in such coin or
currency of the United States of America as at the time of payment shall be legal tender for the payment of
public and private debts, as Basic Rent on each January 1 during the Term, the sum of $1.00.
Section 4.02. Additional Rent. Lessee agrees to pay, as additional rent, all other amounts, liabilities
and obligations which Lessee herein assumes or agrees to pay. In the event of any failure on the part of
Lessee to pay any amounts, liabilities or obligations described in this paragraph, Lessor shall have all rights,
powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of the
Basic Rent.
ARTICLE V
Compliance with Laws; Permitted Contests;
Lessee’s Acceptance of Leased Property; Reports
Section 5.01. Compliance with Laws. Lessee shall throughout the Term and at no expense to
Lessor, upon Lessee’s receipt of written notice thereof, promptly cure any violations under all laws,
ordinances, orders, rules, regulations and requirements of duly constituted public authorities, which are or
shall become applicable to the Leased Property, the repair and alteration thereof, and the use or manner of
use of the Leased Property, whether or not such laws, ordinances, orders, rules, regulations and
requirements are foreseen or unforeseen, ordinary or extraordinary, and whether or not they shall involve
any change of governmental policy or shall require structural or extraordinary repairs, alterations or
additions, any violation of which would have a material adverse effect on Lessee’s ability to perform its
obligations under this Lease, irrespective of the cost thereof.
Section 5.02. Permitted Contests. Lessee shall not be required to comply or cause compliance with
the laws, ordinances, orders, rules, regulations or requirements referenced in Section 5.01, so long as Lessee
shall, at Lessee’s expense, contest the same or the validity thereof in good faith, by appropriate proceedings.
Such contest may be made by Lessee in the name of Lessor or of Lessee, or both, as Lessee shall determine
and Lessor agrees that it will, at Lessee’s expense, cooperate with Lessee in any such contest to such extent
as Lessee may reasonably request. It is understood, however, that Lessor shall not be subject to any liability
for the payment of any costs or expenses (including attorneys’ fees) in connection with any such proceeding
brought by Lessee, and Lessee covenants to pay, and to indemnify and save harmless Lessor from, any such
costs or expenses.
Section 5.03. Acceptance of Leased Land. Lessee acknowledges that it has examined the Leased
Land described in Exhibit A attached hereto and the state of Lessor’s title thereto prior to the making of
this Lease and knows the condition and state thereof, including, without limitation, the environmental and
soil conditions, as of the first day of the term of this Lease, and accepts the same in said condition and state;
that no representations as to the condition or state thereof have been made by representatives of Lessor
except for those surviving representation of Lessor in the Purchase Agreement; and that in entering into
this Lease, Lessee is relying solely upon its own examination thereof.
Section 5.04. Reports by Lessee. Not later than January 31st of each year during the Abatement
Period and following the year in which the Abatement Period ends, Lessee shall provide Lessor with a
written report, in such form as shall be reasonably requested by Lessor, that includes the following:

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(a)
A list of all capital expenditures made with respect to the Leased Property during
the prior Tax Year;
(b)
The number of Employees and their salaries as of the end of the prior Tax Year
and the average salary of such Employees;
(c)

The number of Employees who reside in the City;

(d)
A comparison of the items listed in (a) - (c) above with Lessee’s initial projections
as set forth in the Application; and
(e)
Any other information reasonably requested by Lessor as is necessary to determine
Lessee’s compliance with this Lease and the Incentive Policies.
At the request of Lessor, Lessee shall provide reasonable, adequate documentary evidence to
substantiate any information included in any such report to the extent that the same does not compromise
the confidentiality of Lessee’s operations or trade secrets.
Section 5.05. Net Lease. This is a “net lease” and the Basic Rent, additional rent and all other
sums payable hereunder to or for the account of Lessor shall be paid promptly and without set off,
counterclaim, abatement, suspension, deduction, diminution or defense.
Section 5.06. Suitability of Equipment. Lessor makes no warranty, either express or implied,
that the Equipment will be suitable for Lessee’s purposes or needs.
ARTICLE VI
Rent Absolute; State of Title; and Tax Benefits
Section 6.01. No Termination or Abatement for Damage or Destruction, Etc. Except as otherwise
expressly provided herein, this Lease shall not terminate, nor shall Lessee have any right to terminate this
Lease or be entitled to the abatement of any rent or any reduction thereof, nor shall the obligations hereunder
of Lessee be otherwise affected, by reason of any damage to or the destruction of all or any part of the
Leased Property from whatever cause, the loss or theft of the Leased Property or any part thereof, the taking
of the Leased Property or any portion thereof by condemnation or otherwise, the prohibition, limitation or
restriction of Lessee’s use of the Leased Property, or the interference with such use by any private person
or corporation, or by reason of any eviction by paramount title or otherwise, or for any other cause whether
similar or dissimilar to the foregoing, any present or future law to the contrary notwithstanding, it being the
intention of the parties hereto that the Basic Rent and additional rent reserved hereunder shall continue to
be payable in all events and the obligations of Lessee hereunder shall continue unaffected, unless the
requirement to pay or perform the same shall be terminated pursuant to an express provision of this Lease
and except to the extent any additional rent payments pursuant to Section 7.05 may be reduced due to a
decrease in the value of the Leased Property or the removal of any Leased Property from this Lease.
Lessee acknowledges that Lessor has made no representations as to the condition of the Leased
Property except for those surviving representation of Lessor in the Purchase Agreement. This Lease shall
not terminate, nor shall Lessee have any right to terminate this Lease, or be entitled to the abatement of any
rent or any reduction thereof, nor shall the obligations hereunder of Lessee be otherwise affected, by reason
of or due to the condition of the Leased Property.
Section 6.02. No Termination for Insolvency, Etc., of Lessor. Lessee covenants and agrees that it
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will remain obligated under this Lease in accordance with its terms, and that Lessee will not take any action
to terminate, rescind or avoid this Lease, notwithstanding the bankruptcy, insolvency, reorganization,
composition, readjustment, liquidation, dissolution, winding-up or other proceedings affecting Lessor or
any assignee of Lessor in any such proceeding and notwithstanding any action with respect to this Lease
which may be taken by any trustee or receiver of Lessor or any assignee of Lessor in any such proceeding,
or by any court in any such proceeding. Lessor covenants and agrees that it will not voluntarily submit to
any bankruptcy, insolvency, reorganization, composition, readjustment, action for appointment of a
receiver, liquidation, dissolution, winding-up or other proceeding affecting it or any assignee under this
Lease without the prior written consent of Lessee, so long as Lessee is not in default hereunder.
Section 6.03. No Conveyance of Title by Lessor. Lessor covenants and agrees that, except as set
forth herein, during the Term of this Lease, it will not convey, or suffer or permit the conveyance of, by
any voluntary act on its part, its title to the Leased Property to any person, firm, corporation, or other entity
whatsoever, irrespective of whether any such conveyance or attempted conveyance shall recite that it is
expressly subject to the terms of this Lease unless such conveyance is requested by or consented to in
writing by Lessee. Lessor will not create any lien, encumbrance or charge upon its interest in the Leased
Property except for any such lien, encumbrance or charge otherwise created by this Lease or requested by
or consented to in writing by Lessee.
Section 6.04. Tax Benefits. Lessor and Lessee recognize and agree that Lessor has or will have
and will retain legal title under state law to the Leased Property during the Term of this Lease.
Notwithstanding the foregoing, Lessor recognizes and agrees that Lessee shall be entitled to all benefits of
the economic ownership of the Leased Property, and that Lessee and its assigns shall be entitled to the tax
ownership and all tax benefits relating to the Leased Property, including, but not limited to the right to claim
deductions for the depreciation of the Leased Property under United States federal and state tax laws.
Lessor does hereby transfer to the full extent permitted by law all rights, titles and interest in and to the
Leased Property for United States federal and state income tax purposes but not for legal ownership
purposes under state law.
ARTICLE VII
Taxes and Other Charges
Section 7.01. General Covenant. Lessee agrees to pay and discharge, as additional rent, punctually
as and when the same shall become due and payable, each and every cost, expense, and obligation of every
kind and nature, foreseen or unforeseen that is in any manner connected with or arising out of the
possession, operation, maintenance, alteration, repair or use of the Leased Property.
Section 7.02. Taxes and Other Governmental Charges. Lessee agrees, subject to the provisions of
Section 7.05, to pay and discharge, as additional rent, punctually as and when the same shall become due
and payable without penalty, all ad valorem taxes that at any time during the Term shall be or become due
and payable by Lessor or Lessee and that shall be levied, assessed or imposed upon, or that shall be or
become liens upon, the Leased Property or any portion thereof or any interest of Lessor or Lessee therein,
under and by virtue of any present or future law, statute, regulation or other requirement of any
governmental authority.
Section 7.03. Lessee Subrogated to Lessor’s Rights. To the extent of any payments of additional
rent by Lessee under this Article VII, Lessee shall be subrogated to Lessor’s rights in respect to the
proceedings or matters relating to such payments, and any recovery in such proceedings or matter shall be
used to reimburse Lessee for the amount of such additional rent so paid by Lessee.

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Section 7.04. Utility Services. Lessee agrees that Lessor is not, nor shall it be, required to furnish
to Lessee or any other user of the Leased Property any gas, water, sewer, electricity, light, heat, power or
any other facilities, equipment, labor, materials or services of any kind, and Lessee agrees that it shall pay
all costs and expenses related to the foregoing.
Section 7.05. Payments in Lieu of Taxes.
(a)
Recognition of Tax Status. The Act provides that the properties owned by Lessor
are exempt from all taxation in the State of Tennessee, and it is the parties’ expectation that the
Leased Property will be exempt from taxation.
(b)
Payments in Lieu of Taxes. In addition to Basic Rent, Lessee and Lessor agree
that Lessee shall pay to the City and the County as additional rent the payments in lieu of taxes
described in this Section. Lessee shall make payments in lieu of taxes, with respect to the Leased
Property, (A) for each Tax Year (or portion thereof) occurring during the period commencing on
the date hereof through and including the Completion Date, payments in lieu of taxes to the City
and the County in the amount equal to the ad valorem taxes that otherwise would be payable to the
City and the County with respect to the Leased Property if Lessee owned such property, (B) for
each Tax Year (or portion thereof) occurring during the Abatement Period, payments in lieu of
taxes to the City and the County in the amount equal to fifty percent (50%) of the ad valorem taxes
that otherwise would be payable to the City and the County with respect to the Leased Property if
Lessee owned such property, and (C) if this Lease remains in effect for any reason after the
Abatement Period, payments in lieu of taxes to the City and the County in an amount equal to the
ad valorem taxes that otherwise would be payable to the City and the County with respect to the
Leased Property if Lessee owned such property.
Such payments in lieu of taxes, as set forth above, shall not apply with regard to any other
tax assessed against Lessee, its income, its other real property or its other personalty. In the event
Lessee assumes ownership of the Leased Property, Lessee shall begin paying all applicable ad
valorem and other taxes directly to the City and the County, as assessed, but shall not make, from
the date of such acquisition, any payments in lieu of taxes with respect to such property other than
those payments that were unpaid at the time of such acquisition. Lessor and Lessee acknowledge
and agree that Lessee shall pay, when due, the ad valorem taxes with respect to any Leased Property
previously owned by Lessee that accrued prior to the date of this Lease during its period of
ownership.
Lessee acknowledges that (x) the City and the County have agreed to permit Lessee to
make payments in lieu of taxes pursuant to the preceding paragraphs that are less than the ad
valorem taxes that otherwise would have been payable by Lessee if Lessee held title to the Leased
Property based upon certain information provided by Lessee in its Application and (y) the term that
Lessee has been permitted to make such reduced payment in lieu of taxes was determined pursuant
to the Incentive Policies based upon a point system pursuant to which Lessor awards points based
upon job creation and retention, wage levels, capital investment, location and other special
circumstances. The points awarded to Lessee by Lessor pursuant to the Incentive Policies were in
excess of 150 points. Within sixty (60) days after receipt of each report during or after the
Abatement Period that is required to be provided by Lessee pursuant to Section 5.04, Lessor may
elect to calculate the number of points that Lessee would have been entitled to receive for purposes
of determining the term of tax incentives pursuant to the Incentive Policies based upon the
information provided in the report. If the points determined by Lessor following the receipt of any
report are less than 150, Lessor shall determine the percentage that the points calculated based upon
the report bear to 150 points and shall subtract that percentage from 100%. Lessor shall then
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multiply that percentage times the difference between the payments in lieu of taxes otherwise
payable hereunder for such Tax Year and the ad valorem taxes that otherwise would have been
payable to the City and the County for the Tax Year with respect to which the report relates and
shall notify Lessee of such amount. Lessee shall pay such amount to the City and the County as an
additional payment in lieu of taxes with respect to the Tax Year that the report relates. Lessor shall
make the calculation of points required by this paragraph and shall provide a copy of such
calculation to Lessee in writing. Lessee shall make any additional payments required by this
paragraph within thirty (30) days after Lessor provides such calculation in writing to Lessee.
Lessee’s obligation to make payments in lieu of taxes pursuant to this Section shall survive
the termination or expiration of this Lease.
(c)
Credit for Taxes Paid. Nothing contained in this Section 7.05 is intended or shall
be construed to require the payment by Lessee of any greater amounts in lieu of taxes than would
be payable as taxes if the Leased Property were owned by Lessee. It is accordingly understood and
agreed that the amount payable by Lessee in any year under the provisions of this Section 7.05 shall
be reduced by the amount of any ad valorem taxes lawfully levied upon the Leased Property or any
part thereof, or upon Lessee’s leasehold estate therein, and actually paid by Lessee pursuant to the
requirements of Section 7.02 hereof to the City and the County and to the extent that any such tax
payments paid by Lessee pursuant to the requirements of Section 7.02 hereof for any year shall
exceed the in-lieu-of-tax payments for such year otherwise provided in this Section 7.05 the amount
payable by Lessee in any subsequent year under the provisions of this Section 7.05 shall be reduced
by such excess amount.
(d)
Timing of Payments. The payments in lieu of taxes provided in this Section 7.05
to the extent payable for the benefit of the City, shall be due on or before the last day on which ad
valorem taxes are payable without penalty to the City with respect to such Tax Year, and, to the
extent payable for the benefit of the County, shall be due on or before the last day on which ad
valorem taxes are due and payable without penalty to the County with respect to such Tax Year.
The obligation to make any such payments shall survive the termination or expiration of this Lease.
(e)
Additional Improvements and Additional Property. The payments in lieu of taxes
payable hereunder shall only apply to the Leased Land, the Facility and the Equipment conveyed
to Lessor pursuant to Article XII and located within the Facility. In the event Lessee constructs
improvements on the Leased Land other than the Facility, Lessee shall make payments in lieu of
taxes to the City and the County with respect to such additional improvements in an amount equal
to the ad valorem taxes that would otherwise be payable with respect to such improvements if such
improvements were owned by Lessee unless Lessor and Lessee shall agree in writing otherwise.
(f)
Reports. Lessee shall, during the term of this Lease, submit on or before October
1 of each year to the Tennessee State Board of Equalization the annual report required to be
submitted by it pursuant to Section 7-53-305 of the Act and shall also submit such other reports
that may be required by applicable law relating to this Lease.
(g)
Proration. The amount of any payments in lieu of taxes with respect to the Leased
Real Property shall be prorated on a daily basis for any year in which this Lease is in effect (or
otherwise applicable) for less than the entire year with respect to the Leased Real Property. The
parties acknowledge that under present law there is no occasion to prorate the taxes as it relates to
Equipment, but in the event of a change in law or the interpretation thereof such that proration
would be applicable to Equipment, the amount of the payments in lieu of taxes with respect to the

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Equipment shall be prorated in the same manner as payments in lieu of taxes for the Leased Real
Property as permitted under applicable law.
(h)
Cessation of Business or Foreclosure. In the event Lessee ceases the active
operation of its business at the Leased Property after the Completion Date other than as a result of
a Force Majeure, and notwithstanding any provision herein to the contrary, Lessee shall make
payments in lieu of taxes during the period that Lessee ceases such operation equal to the ad
valorem taxes that Lessee otherwise would have been required to make with respect to the Leased
Property if the Leased Property was owned by Lessee. Upon the foreclosure of Lessee’s leasehold
interest in this Lease, any successor to Lessee’s interest hereunder shall, notwithstanding any
provisions herein to the contrary, make payments in lieu of taxes beginning as of the date such
successor acquires Lessee’s leasehold interest hereunder equal to the ad valorem taxes that such
successor otherwise would have been required to make with respect to the Leased Property if the
Leased Property was owned by such successor, unless otherwise agreed by Lessor.
Section 7.06. Proof of Payment. Lessee covenants to furnish to Lessor, promptly upon request,
proof of the payment of any tax, assessment and other governmental or similar charge, and any utility
charges, which is payable by Lessee as provided in this Article.
ARTICLE VIII
Maintenance and Repair
Section 8.01. Maintenance and Repair. Lessor shall not be required to rebuild or to make any
repairs, replacements or renewals of any nature or description to the Leased Property or to make any
expenditures whatsoever in connection with this Lease or to maintain the Leased Property in any way.
Lessee expressly waives the right contained in any law now or hereafter in effect to make any repairs at the
expense of Lessor. Lessee shall keep and maintain in good order, condition and repair (including any such
repair as is required due to fire, storm or other casualty) the Leased Property and every part thereof and any
and all appurtenances thereto, reasonable wear and tear excepted. Lessee shall save Lessor harmless on
account of claims for mechanics, materialmen’s or other liens in connection with any work by Lessee, and
any such liens shall exist only against Lessee’s leasehold interest and shall be discharged, by bond or
otherwise, within thirty (30) days after filing. Lessee shall keep and maintain the Leased Property in
accordance with all directions, rules and regulations of the government agencies having jurisdiction, at the
sole cost and expense of Lessee.
ARTICLE IX
Condemnation
Section 9.01. Condemnation. If during the Term, all or any part of the Leased Property is taken by
the exercise of the power of eminent domain or condemnation, Lessee shall be entitled to and shall receive
the entire award for the taking. If title to or control of all of the Leased Property shall be taken by the
exercise of the power of eminent domain or condemnation, but not otherwise, Lessee may terminate this
Lease by giving written notice to Lessor and thereafter shall have no further liability hereunder except as
specifically provided herein.

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ARTICLE X
Insurance and Indemnification
Section 10.01. Insurance. Lessee shall, at its expense, carry commercial general liability
insurance covering the Leased Property and the use and occupancy of the same in a company or companies
licensed to do business in Tennessee under a policy satisfactory to Lessor both as to amount and coverage
and shall provide evidence of same to Lessor. Lessor shall be listed as an additional insured on such policy.
Lessee shall also insure all improvements on the Leased Property at their full replacement value, with
Lessor being included as an additional insured, and Lessee shall provide evidence of same to Lessor. Each
policy described above shall not be canceled without first giving Lessor not less than thirty (30) days prior
written notice. Lessee shall provide Lessor evidence of all insurance policies contemplated by this Section,
including, upon request, annual certificates of continued coverage.
Section 10.02. Indemnification. Lessee covenants and agrees, at its expense, to pay, and to
indemnify and save Lessor and its directors, agents and employees (collectively, the “Indemnified Parties”)
harmless against and from any and all claims by or on behalf of any person, firm, corporation, or
governmental authority, arising after the date hereof from the occupation, use, possession, conduct or
management of or from any work or activity done in or about the Leased Property or from the subletting of
any part thereof, including any liability for violation of conditions, agreements, restrictions, laws,
ordinances, or regulations affecting the Leased Property or the occupancy or use thereof. Lessee also
covenants and agrees, at its expense, to pay, defend and to indemnify and save the Indemnified Parties
harmless against and from, any and all claims, costs or expenses arising from (i) any condition of the Leased
Property arising after the date hereof, (ii) any breach or default on the part of Lessee in the performance of
any covenant or agreement to be performed by Lessee pursuant to this Lease, (iii) any act or negligence of
Lessee, or any of its agents, contractors, servants, employees or licensees, (iv) the failure of the Acquisition
Deed to convey title to the Leased Land to Lessor on the date hereof other than as described in the
Acquisition Deed, (v) any disputes, demands or claims related to the title of the Leased Land or any liens
or other encumbrances affecting the Leased Land (other than claims originating from an action in violation
of Section 6.01 hereof), or (vi) any accident, injury or damage whatever caused to any person, firm or
corporation or their property on or about the Leased Property and from and against all costs, reasonable
counsel fees, expenses and liabilities incurred in any action or proceeding brought by reason of any claim
referred to in this Section. In the event that any action or proceeding is brought against any Indemnified
Party by reason of any such claims, Lessee, upon notice from such Indemnified Party, covenants to resist
or defend such action or proceeding with legal counsel reasonably acceptable to Lessor. Notwithstanding
anything in this Lease to the contrary, Lessee shall not be required to indemnify any of the Indemnified
Parties in the event of any acts of gross negligence or willful misconduct or intentional misconduct of any
of the Indemnified Parties or for any claim or liability which the Indemnified Parties was not given the
opportunity to contest. The indemnification provided shall survive termination of this Lease.
Section 10.03. Costs of Repossession. Lessee covenants and agrees to pay, and to indemnify
Lessor against, all costs and charges, including reasonable counsel fees, lawfully and reasonably incurred
in obtaining possession of the Leased Property after default of Lessee or upon expiration or earlier
termination of any term hereof, or in enforcing any covenant or agreement of Lessee contained in this Lease.
Section 10.04. Limitation of Liability. This Lease and the obligations of Lessor hereunder shall
be non-recourse as to Lessor, and Lessor shall have absolutely no personal or individual liability with
respect to any of the terms, covenants and conditions of this Lease. Lessee hereby expressly agrees that it
shall look solely to the equity of Lessor or its successor(s) interest in the Leased Premises for the satisfaction
of any remedy of Lessee in the event of any breach by Lessor of any of the terms covenants and conditions
of this Lease. This exculpation of Lessor’s personal liability is absolute and without any exception
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whatsoever. Lessee acknowledges that Lessor is a governmental entity and is subject to the protection of
the Tennessee Governmental Tort Liability Act, Tennessee Code Annotated § 29-20-101 through 29-20408 (as amended from time to time), and nothing contained herein shall constitute a waiver or release of
Lessor’s rights and protections under said Act.
ARTICLE XI
Construction of Facility; Alterations and Additional Improvements
Section 11.01. Construction of Facility. In consideration of Lessor agreeing to enter into this Lease
and in expectation that this Lease will be performed by Lessor, Lessee has acquired the Leased Land,
pursuant to the terms of the Purchase Agreement, and hereby covenants and agrees at its expense to
construct and equip, or cause to be constructed and equipped, on the Leased Land multiple buildings,
consisting in the aggregate of not less than 350,000 square feet, equipped in order for Lessee to mass
produce portable nuclear microreactors (collectively, the “Facility”) as generally depicted on the site plan
attached hereto as Exhibit C. In connection therewith, Lessee agrees to incur capital expenditures of
approximately $278,000,000.00 for the acquisition of the Leased Land, the construction of the Facility, and
the acquisition of the Equipment. Lessee agrees to commence construction of the Facility no later than
December 31, 2026, and agrees to complete the construction of the Facility and obtain a certificate of
occupancy therefor prior to the Completion Date. It is understood and agreed that such Facility, together
with the Equipment, and all other improvements or fixtures from time to time placed on the Leased Real
Property, shall become the property of Lessor and part of the Leased Property.
Section 11.02. Alterations. In addition to the Facility, Lessee shall have the right to construct
buildings and other improvements on the Leased Land from time to time and to make additions to and
alterations to the Leased Real Property, subject to Section 7.05(e). All work done in connection with such
additions, alterations, improvements or construction shall be done promptly, and in good and workmanlike
manner in all material respects, and in compliance in all material respects with all applicable laws,
ordinances, orders, rules, regulations and requirements of all applicable federal, state and municipal
governments and the appropriate departments, commissions, boards and offices thereof. Lessee shall
maintain or cause to be maintained, at all times when any work is in process in connection with any
additions, alterations, improvements or construction at the Leased Land, workmen’s compensation
insurance covering all persons employed in connection with such work and with respect to whom death or
bodily injury claims could be asserted against Lessor, Lessee or the Leased Land.
Section 11.03. Bond Requirements. Prior to the commencement of construction of the Facility,
Lessee shall obtain and deliver, or require each of its contractor(s) and/or subcontractors, as appropriate, to
obtain and deliver to Lessor a payment bond (the “Payment Bond”) from a surety acceptable to Lessor in
form, evidencing and securing Lessee’s obligations to make any payments that are required to be made to
contractors, subcontractors, and providers of materials for the construction of the Facility. The Payment
Bond shall be in an amount that is not less than twenty-five percent (25%) of the cost of construction of the
Facility. Lessor shall be authorized to draw upon the Payment Bond in the event that (a) a contractor, a
subcontractor, or a provider of materials makes a request or demand on Lessor for payment for services
incurred and/or goods procured by Lessee relative to the construction of the Facility and (b) Lessee is not
contesting the same in good faith by appropriate proceedings. Upon request, Lessee shall provide such
documentation from time to time as Lessor may reasonably request, evidencing that Lessee is contesting
any such claim, if applicable. Funds from the draws made by Lessor on the Payment Bond shall be used
solely for the payment of claims of contractors, subcontractors, and providers of materials that are not being
so contested. The Payment Bond shall initially have a term of at least one year, and the expiration date
thereof shall be renewed or extended by Lessee until the Completion Date has occurred and all costs and
expenses relating to the construction of the Facility have been paid, as certified by Lessee. If the expiration
12

date of the Payment Bond is scheduled to occur prior to such time and is not extended at least twenty (20)
days prior to the current expiration date, Lessor shall be entitled to draw on the Payment Bond in the full
stated amount thereof and hold the funds received from such draw in order to secure the payment of
contractors, subcontractors and providers of materials as provided above. After the Completion Date and
the payment by Lessee of all costs and expenses relative to the construction of the Facility, Lessor shall
return any funds that have not been applied for such purposes to Lessee.
ARTICLE XII
Acquisition of Equipment
Section 12.01. Acquisition of Equipment. As of the date of this Lease, Lessee has acquired the
Equipment, if any, shown on Exhibit B for location in the Facility. Upon the execution of this Lease, if any
Equipment is listed on Exhibit B, Lessee shall convey the Equipment shown on Exhibit B to Lessor by a
bill of sale in substantially the form of Exhibit D attached hereto and thereafter, such machinery or
equipment shall become the property of Lessor. Subject to the limitations in the next sentence, Lessee also
may convey to Lessor any machinery and equipment hereafter acquired by Lessee to be located in or
adjacent to and serving the Facility by the Completion Date, by means of a bill of sale in substantially the
form of Exhibit D attached hereto, and thereafter such equipment shall become the property of Lessor and
part of the Equipment subject to the provisions hereof, and Exhibit B shall be deemed to have been
supplemented to include such equipment. Notwithstanding the foregoing, Lessee may not convey
equipment to Lessor pursuant to this paragraph unless such Equipment was acquired by Lessee for the
Facility.
Section 12.02. Installation and Removal of Other Equipment. Lessee may at any time or times
during the Term install or commence the installation in the Facility of any equipment in addition to the
Equipment as Lessee may deem desirable, and Lessee may also remove any such equipment. All such
equipment shall be acquired and installed at the expense of Lessee and shall remain the property of Lessee
and shall not be part of the Equipment unless otherwise added to Exhibit B to the extent permitted herein.
Section 12.03. Alteration, Improvement, Removal and Modifications of Equipment by Lessee.
Lessee may alter, improve and modify the Equipment from time to time as it may determine is desirable
for its uses and purposes. Lessee shall be responsible for all costs of such alterations, improvements and
modifications. All such alterations, improvements and modifications shall become a part of the Equipment
and the property of Lessor as made. Lessee shall use its best efforts to cause all work done in connection
with such alterations, improvements and modifications to be done in a good and workmanlike manner in
all material respects and in compliance with all laws, ordinances, orders, rules, regulations and requirements
of all governmental authorities. Lessee may remove and dispose of any Equipment that Lessee determines
is not necessary for Lessee’s operations provided Lessee purchases such Equipment pursuant to Article
XV.
ARTICLE XIII
Subletting, Assignments and Mortgaging
Section 13.01. Assignment and Subletting. Lessee shall not have the right to sublet the Leased
Premises or any part thereof or assign or otherwise transfer its rights and interest hereunder except (i) with
the prior written consent of Lessor, (ii) Lessee may assign this Lease to any Affiliate of Lessee without the
prior written consent of Lessor, and (iii) Lessee may assign this Lease in connection with a reorganization,
merger, sale of substantially all of the assets of Lessee or similar transaction relating to Lessee without the
prior written consent of Lessor.
13

Section 13.02. Permitted Mortgagees. Notwithstanding Section 13.01 hereof, Lessee is hereby
given the right, at any time and from time to time, to mortgage its leasehold estate in the Leased Property,
provided that any such leasehold mortgage shall be subject and subordinate to the rights of Lessor
hereunder. As used in this Section and throughout this Lease, the noun “mortgage” shall include a deed of
trust, the verb “mortgage” shall include the creation and delivery of a deed of trust, the word “mortgagee”
shall include the beneficiary under a deed of trust, and the terms “foreclose” or “foreclosure” shall include
a trustee’s sale under a deed of trust as well as a foreclosure by judicial process.
Section 13.03. Notice of Defaults. If a mortgagee shall have given Lessor, before any Event of
Default shall have occurred hereunder, a written notice specifying the name and mailing address of the
mortgagee, then Lessor shall not terminate this Lease by reason of the occurrence of any Event of Default
hereunder unless Lessor shall have given the mortgagee a copy of its notice to Lessee of such Event of
Default addressed to the mailing address last furnished by the mortgagee, and such Event of Default shall
not have been cured by said mortgagee as provided in Sections 13.04 and 13.05 hereof.
Section 13.04. Performance by Mortgagee. Lessee irrevocably directs that Lessor accept, and
Lessor agrees to accept, performance by any such mortgagee of any term, covenant, agreement, provision,
condition or limitation on Lessee’s part to be performed or observed as though performed or observed by
Lessee (including, without limitation, exercise of the option to purchase the Leased Property granted to
Lessee by Section 15.01 hereof), irrespective of whether an Event of Default has occurred, provided such
performance by said mortgagee shall occur within the time prescribed therefor in this Lease, plus an
additional grace period of thirty (30) days thereafter or, if said Event of Default is curable but not within
said 30-day period, then within such additional time as may be necessary to cure the same provided the
mortgagee commences the curing thereof within such 30-day period and thereafter prosecutes the curing of
such Event of Default to completion with all due diligence; provided, however, (i) with respect to any Event
of Default hereunder which cannot be cured by said mortgagee until it obtains possession of the Leased
Property, the provisions of Section 13.05 shall apply and (ii) if Lessee fails to maintain commercial public
liability insurance required by Section 10.01 hereof, or if Lessee fails to comply with the requirements in
Section 10.03 hereof, the mortgagee shall only have ten (10) days to cure such Event of Default.
Section 13.05. Cure After Foreclosure. If an Event of Default occurs under this Lease which
cannot be cured by a mortgagee without first obtaining possession of the Leased Property (which shall not
include an Event of Default relating to the maintenance of liability insurance), then, and notwithstanding
any other provision contained in this Lease, Lessor shall not terminate this Lease by reason of such Event
of Default if (i) said mortgagee, within the thirty (30) day grace period set forth in Section 13.04 above,
shall have commenced, and thereafter diligently proceeds with, an appropriate proceeding to foreclose such
mortgage or otherwise obtains possession of the Leased Property, and (ii) said mortgagee shall have cured
such Event of Default within thirty (30) days following its obtaining possession of the Leased Property (or,
if said Event of Default is curable but not within said 30-day period, then within such additional time as
maybe necessary to cure the same provided the mortgagee commences the curing thereof within such 30day period and thereafter prosecutes the curing of such Event of Default to completion with all due
diligence).
Section 13.06. Effect of Foreclosure. During the pendency of any foreclosure proceedings,
mortgagee shall fully perform all the obligations of Lessee under this Lease that can be performed by such
mortgagee without possession of the Leased Property (including, but not limited to, payment of all Basic
Rent, all additional rent, maintenance of insurance, and any and all other monies due and payable by Lessee
hereunder); provided, however, that if such mortgagee obtains possession of the Leased Property during
the time that it is enforcing its foreclosure remedy or as a result thereof, then such mortgagee shall perform
fully all of Lessee’s obligations under this Lease. In the event such mortgagee or any purchaser at a judicial
14

or non-judicial foreclosure sale (“purchaser”) acquires title to the leasehold estate through such a
foreclosure proceeding, or otherwise, it shall thereupon become subrogated to all the rights of Lessee under
this Lease whereupon:
(1)

Lessee shall have no further right hereunder; and

(2)
Such mortgagee or purchaser shall forthwith be obligated to assume and
perform each and all of Lessee’s obligations and covenants hereunder.
Section 13.07. Estoppel Certificate. Upon the written request of any mortgagee or prospective
mortgagee, and for the benefit of said mortgagee, Lessor will promptly deliver to said mortgagee a
certificate as to whether Lessor is aware of any default by Lessee hereunder.
Section 13.08. Further Assignment by Mortgagee. Notwithstanding anything to the contrary
contained in this Article XIII, the mortgagee, on or after acquiring ownership of Lessee’s leasehold estate,
may assign this Lease without the necessity of obtaining Lessor’s consent and, upon any such assignment,
provided such assignee shall assume and agree to perform and be bound by all of the terms hereof, be
released from all liability hereunder, except for obligations occurring during its ownership of said leasehold
estate.
Section 13.09. Joinder. At the request of Lessee, Lessor shall join in any deed of trust hereinafter
recorded with respect to the Leased Property in order to subject Lessor’s interest in the Leased Property to
such deed of trust and to acknowledge that the lien of such deed of trust is superior to Lessor’s interest in
the Leased Property; provided that Lessor’s liability thereunder shall be expressly limited to Lessor’s
interest in the Leased Property.
ARTICLE XIV
Events of Default; Termination
Section 14.01. Events of Default; Termination. If any one or more of the following events (herein
called “Events of Default”) shall happen:
(a)
if Lessee fails to maintain the insurance required by Section 10.01, or if Lessee fails to
comply with the requirements in Section 10.03; or
(b)
if default shall be made in the due and punctual payment of any payment due pursuant to
Section 7.05 hereof, and such default shall continue for more than thirty (30) days after Lessee’s receipt of
written notice of such default to Lessee from Lessor;
(c)
if default shall be made by Lessee in the due performance of or compliance with any of the
terms hereof, other than that referred to in the foregoing subdivisions (a) and (b), and such default shall
continue for sixty (60) days after Lessor shall have given Lessee written notice of such default (or in the
case of any such default which cannot with due diligence be cured within such 60-day period, if Lessee
shall fail to proceed promptly to cure the same and thereafter prosecute the curing of such default with due
diligence, it being intended in connection with any such default not susceptible of being cured with due
diligence within the sixty (60) days that the time of Lessee within which to cure the same shall be extended
for such period as may be necessary to complete the curing of the same with all due diligence);
(d)
if Lessee shall file a voluntary petition in bankruptcy, or shall be adjudicated a bankrupt or
insolvent, or shall file any petition or answer seeking any reorganization, composition, readjustment,
15

liquidation or similar relief for itself under any present or future statute, law or regulations, or shall seek or
consent to or acquiesce in the appointment of any trustee, receiver, custodian or liquidator of Lessee or of
all or any substantial part of its properties or of the Leased Property, or shall make any general assignment
for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become
due; or
(e)
if a petition shall be filed against Lessee seeking any reorganization, composition,
readjustment, liquidation or similar relief under any present or future statute, law or regulation, and shall
remain uncontested, undismissed or unstayed for an aggregate of sixty (60) days (whether or not
consecutive), or if any trustee, receiver, custodian or liquidator of Lessee or of all or any substantial part of
its properties or of the Leased Property shall be appointed without the consent or acquiescence of Lessee
and such appointment shall remain uncontested, unvacated or unstayed for an aggregate of sixty (60) days
(whether or not consecutive),
then in any such event Lessor at any time thereafter and while such Event of Default shall continue may
give a written termination notice to Lessee, which notice shall specify the nature of the Event of Default
and a date of termination of this Lease not less than sixty (60) days after the giving of such notice. Upon
such termination, Lessor shall have the right, but not the obligation, to enter upon the Leased Property and
repossess the Leased Property. This termination right is subject to Lessee’s right to purchase the Leased
Property pursuant to Section 15.01 and at any time prior to the termination of this Lease, Lessee may
exercise its right in Section 15.01 to purchase the Leased Property.
ARTICLE XV
Purchases and Purchase Prices
Section 15.01. Option to Purchase. Lessee shall have an option to purchase the Leased Property
as a whole or in part at any time during the Term and thereafter (subject to the next sentence) for the amount
provided in Section 15.03. After the termination or expiration of this Lease, Lessee’s option to purchase
the property shall expire and terminate after Lessor gives notice to Lessee of such termination or expiration
and notice that Lessee’s option to purchase shall expire or terminate after the date specified in such notice,
which date shall not be earlier than six (6) months from the date such notice is given. To exercise such
option, Lessee shall (i) give Lessor at least ten (10) days’ prior written notice of its intent to exercise any
option granted pursuant to this Section 15.01, which notice shall state the purchase date, and (ii) comply
with the provisions of Section 15.03 hereof. The option to be exercised by Lessee hereunder may be
exercised whether or not a default or Event of Default has occurred hereunder. Lessee shall also have the
option to purchase any item of Equipment upon ten (10) days’ prior written notice of its intent to exercise
its option to purchase such item and upon compliance with Section 15.03. In furtherance of the foregoing,
Lessor agrees to cooperate with Lessee and to execute applications and any subdivision plat(s) that are
reasonably requested by Lessee to subdivide the Leased Land so as to create one or more lots with respect
to any portion of the Leased Land not used for the Facility. Lessee’s option to purchase pursuant to this
Article shall survive the termination of this Lease for the period provided herein.
Section 15.02. Granting of Easements. From time to time during the Term, Lessee shall have the
right, at Lessee’s expense, to cause Lessor (i) to grant easements affecting the Leased Land in order to
provide for utility services, access easements or for other public or private purposes that do not materially
affect the value or use of the Leased Property, or (ii) to dedicate or convey, as required, portions of the
Leased Land for road, highway and utilities and other public purposes.
Section 15.03. Exercise of Option.

16

(a)
To exercise any option contained in Section 15.01, Lessee shall pay, or cause to be paid,
on or prior to the purchase date, as the purchase price the sum of (i) $1.00 plus (ii) with respect to a purchase
of the entire Leased Property, any other amounts that are then due or that have accrued under this Lease.
(b)
On the purchase date for the purchase of the Leased Property pursuant to Section 15.01 or
any portion thereof, Lessor shall convey the Leased Property to Lessee by quitclaim deed and/or bill of
sale, as appropriate, without warranty of any type, conveying Lessor’s interest in the Leased Property being
conveyed. The form of the quitclaim deed and bill of sale pursuant to which property will be conveyed
pursuant to this Section shall be in the forms attached hereto as Exhibit E and Exhibit F respectively. Lessee
shall pay all expenses relating to such conveyance.
ARTICLE XVI
Repossession
Section 16.01. Repossession. If Lessee’s option to purchase the Leased Property pursuant to
Article XV has expired, Lessor, after not less than thirty (30) days’ prior written notice to Lessee, may take
possession of the Leased Property. If Lessee’s option to purchase the Leased Property pursuant to Article
XV has expired, Lessor shall also have the right of entry, repossession, and removal, after not less than
thirty (30) days’ prior written notice to Lessee of its intent to exercise such right and specifying the nature
of the Event of Default, prior to the expiration of the Term and without any obligation on the part of Lessor
to terminate this Lease, provided that such right shall not be in contravention of the laws of the jurisdiction
in which the Leased Property is located and subject to Lessee’s right to purchase the Leased Property
pursuant to Section 15.01 which shall remain in full force and effect as provided therein. In the event of
the exercise of such right without termination of this Lease, this Lease shall continue in full force and effect
for the balance of the Term except that Lessee shall have no right of possession from the date of the exercise
of such right, provided that the exercise of such right shall not preclude the subsequent exercise of any other
right under this Lease, including the right of termination pursuant to Article XIV Lessor shall not be under
any liability for or by reason of any such repossession or removal.
ARTICLE XVII
Reletting
Section 17.01. Reletting. If Lessee’s option to purchase the Leased Property pursuant to Article
XV has expired, Lessor, after not less than thirty (30) days’ prior written notice to Lessee, may relet the
Leased Property or any part thereof for the account and benefit of Lessee for such rental terms, to such
persons, firms or corporations and for such period or periods as may be fixed and determined by Lessor;
provided, however, that Lessor shall not unreasonably refuse to accept or receive any suitable tenant offered
by Lessee. Lessor shall not otherwise be required to do any act or exercise any diligence to mitigate the
damages to Lessee and, subject to the foregoing provisions, Lessor shall not be responsible or liable for any
failure to relet the Leased Property or any portion thereof.
ARTICLE XVIII
Survival of Lessee’s Obligations
Section 18.01. Survival. No termination of the Term pursuant to Article XIV or repossession of
the Leased Property pursuant to Article XV shall relieve Lessee of its liability and obligations hereunder,
all of which shall survive any such expiration or repossession.

17

ARTICLE XIX
Miscellaneous
Section 19.01. Non-Waiver by Lessor. No failure by Lessor or by any assignee to insist upon the
strict performance of any term hereof or to exercise any right, power or remedy consequent upon a breach
thereof, and no acceptance of the Basic Rent, in full or in part, during the continuance of such breach, shall
constitute a waiver of such breach or of such term. No waiver of any breach shall affect or alter this Lease
or constitute a waiver of a then existing or subsequent breach.
Section 19.02. Remedies Cumulative. Each right, power and remedy of Lessor provided for in
this Lease shall be cumulative and concurrent and shall be in addition to every other right, power or remedy
provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise, in any
jurisdiction where such rights, powers and remedies are sought to be enforced, and the exercise or beginning
of the exercise by Lessor of any one or more of the rights, powers or remedies provided for in this Lease or
now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous
or later exercise by Lessor of any or all such other rights, powers or remedies.
Section 19.03. Surrender of the Leased Property. Except as otherwise provided in this Lease,
Lessee shall, upon the expiration or termination of this Lease for any reason whatsoever, after not less than
thirty (30) days’ prior written notice to Lessee and opportunity by Lessee to continue to exercise its option
to purchase the Leased Property pursuant to Article XV, surrender the Leased Property to Lessor in good
order, condition and repair, except for reasonable wear and tear and damage by casualty.
Section 19.04. Acceptance of Surrender. No surrender to Lessor of this Lease or of the Leased
Property or any part thereof or of any interest therein shall be valid or effective unless agreed to and accepted
in writing by Lessor, and no act by any representative or agent of Lessor, and no act by Lessor, other than
such a written agreement and acceptance by Lessor, shall constitute an acceptance of any such surrender.
Section 19.05. No Claims Against Lessor. Nothing contained in this Lease shall constitute any
consent or request by Lessor, expressed or implied, for the performance of any labor or services or the
furnishing of any materials or other property in respect of the Leased Property or any part thereof, nor give
Lessee any right, power or authority to contract for or permit the performance of any labor or services or
the furnishings of any materials or other property in such fashion as would permit the making of any claim
against Lessor. Lessor shall have the right to post and keep posted at all reasonable times on the Leased
Property any notices which Lessor shall be required to post for the protection of Lessor.
Section 19.06. Applicable Law. This Lease shall be governed exclusively by the provisions hereof
and by the applicable laws of the State of Tennessee.
Section 19.07. Severability. In the event that any clause or provision of this Lease shall be held to
be invalid by any court of competent jurisdiction, the invalidity of such clause or provision shall not affect
any of the remaining provisions hereof.
Section 19.08. Notices and Demands. All notices, certificates, demands, requests, consents,
approvals and other similar instruments under this Lease shall be in writing, and shall be effective either
(a) when delivered personally to the party for whom intended, (b) on the second business day following
mailing by a nationally recognized overnight courier service, or (c) on the date of delivery or refusal thereof
by mailing by certified or registered mail, return receipt requested, postage prepaid, in any case addressed
to such party as set forth below or at such other address as a party may designate by written notice given to
the other party in accordance herewith.
18

To Lessor:
The Industrial Development Board of the City of Oak Ridge
1400 Oak Ridge Turnpike
Oak Ridge, Tennessee 37830
Attention: Chairman
with a copy to:

The City of Oak Ridge Legal Department
200 South Tulane Avenue
Oak Ridge, Tennessee 37830
Attention: Tammy Rackard, Esq.
E-mail: [email protected]
To Lessee:
R-50, LLC
1921 E. Maple Ave.,
El Segundo, CA 90245
Attn: Makai Cartman, Senior Operations Manager
E-mail: [email protected]

With a copy to:

Orrick, Herrington & Sutcliffe LLP
353 N. Clark Street, Suite 3600
Chicago, Illinois 60654
Attention: Peter Bergan, Jr.
E-mail: [email protected]

Section 19.09. Headings and References. The headings in this Lease are for convenience of
reference only and shall not define or limit the provisions thereof. All references in this Lease to particular
Articles or Sections are references to Articles or Sections of this Lease, unless otherwise indicated.
Section 19.10. Successors and Assigns. The terms and provisions of this Lease shall be binding
upon and inure to the benefit of the parties hereto and their respective successors and assigns.
Section 19.11. Multiple Counterparts. This Lease may be executed in multiple counterparts, each
of which shall be an original but all of which together shall constitute but one and the same instrument.
Section 19.12. Expenses. Lessee shall pay, upon request from Lessor, all costs and expenses of
Lessor in connection with the negotiation, preparation, execution and administration of this Lease, any
amendments hereto and the performance hereof, including the reasonable fees and expenses of Lessor’s
attorneys. Without limiting the foregoing, in the event that Lessor shall be required to engage legal counsel
for the enforcement of any of the terms of this Lease, whether or not such employment shall require
institution of suit or other legal services required to secure compliance on the part of Lessee, Lessee shall
be responsible for and shall promptly pay to Lessor the reasonable value of said attorneys’ fees, and any
other reasonable expenses incurred by Lessor as a result of such default.
Section 19.13. No Liability of Officers, Etc. No recourse under or upon any obligation, covenants
or agreement contained in this Lease shall be had against any incorporator, members, director or officer, as
such, past, present or future, of Lessor, either directly or through Lessor. Any and all personal liability of
every nature, whether at common law or in equity, or by statute or by constitution or otherwise, of any such
19

incorporator, member, director or officer is hereby expressly waived and released by Lessee as a condition
of and consideration for the execution of this Lease.
Section 19.14. No Liability of City, County, Officers, Etc. The City, the County and their
respective officers and agents shall not in any event be liable for the performance of any obligation or
agreement of any kind whatsoever herein, and none of the agreements or obligations of Lessor contained
in this Lease or otherwise shall be construed to constitute an indebtedness of the City and the County or
their officers or agents, within the meaning of any constitutional or statutory provision whatsoever.
Section 19.15. Limitation of Liability. Notwithstanding any other provision hereof, Lessor’s
liability hereunder shall be limited to its interest in the Leased Property, the rents and additional rents
derived from the Leased Property and the payments to be made pursuant to this Lease, and Lessee shall not
have any recourse against any other assets of Lessor.
Section 19.16. Cost Benefit Analysis. Attached hereto as Exhibit G is the analysis of the costs and
benefits of the payments in lieu of tax provisions of this Lease required by Tennessee Code Annotated
Section 7-53-305(b).
Section 19.17. Interest. In addition to all other amounts payable under this Lease, Lessee shall
also pay interest on any payment due hereunder that is not paid within five (5) days of the date such payment
is due until paid at the interest rate, as it may vary from time to time, that the City would impose on a
delinquent tax payment during the period such payment was due.
Section 19.18. Recording of Lease. This Lease shall not be recorded. A short form or
memorandum of this Lease may, at Lessee’s option, be prepared by Lessee, at Lessee’s expense, and
recorded by Lessee, at Lessee’s expense. Upon Lessor’s request, Lessee shall provide Lessor evidence of
the recordation of such short form or memorandum of lease within a reasonable time.
Section 19.19. Closing Fee. Lessee agrees to pay to Lessor an administrative fee relating to the
execution and delivery of this Lease in the amount of $50,000 on the Effective Date.
Section 19.20. Relationship to Purchase Agreement. This Lease shall not be deemed to amend the
terms of the Purchase Agreement, including, without limitation, Lessor’s repurchase rights pursuant to
Section 9.20 of the Purchase Agreement. If Lessor has the right to repurchase the Leased Land pursuant to
Section 9.20 of the Purchase Agreement, Lessee agrees to purchase the Leased Property pursuant to Article
XV hereof and then convey the Leased Land to Lessor pursuant to the terms of Section 9.20 of the Purchase
Agreement.

[Signatures appear on following pages.]

20

IN WITNESS WHEREOF, THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY
OF OAK RIDGE has executed this Lease by causing its name to be hereunder subscribed by its Chairman
and attested by its Secretary; all being done as of the Effective Date.

LESSOR:
THE INDUSTRIAL DEVELOPMENT BOARD OF
THE CITY OF OAK RIDGE

ATTEST:

By:

Chairman

Secretary

21

IN WITNESS WHEREOF, R-50, LLC has executed this Lease by causing its name to be
hereunto subscribed by one of its duly authorized officers, all being done as of the Effective Date.
LESSEE:
R-50, LLC
By:
Name:
Title:

22

EXHIBIT A
Legal Description of Leased Land

Being the same property conveyed to The Industrial Development Board of the City of Oak Ridge, a public
nonprofit corporation, by R-50, LLC, a Delaware limited liability company, by Quitclaim Deed dated
_________ __, 2026 and recorded __________ __, 2026, of record as Instrument No. ______ in Book
_______, Page _____, in the Register’s Office of Roane County, Tennessee.

23

EXHIBIT B
Leased Equipment
None as of the date of this Lease.

24

EXHIBIT C
Site Plan

EXHIBIT D
BILL OF SALE
Roane County, Tennessee

_____________ ____, 20____

For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
undersigned hereby transfers and conveys to The Industrial Development Board of the City of Oak Ridge,
a public nonprofit corporation (the “Vendee”), all of its right, title, claim and interest in law and equity in
and to all personal property, fixtures, machinery and equipment described on Exhibit A attached hereto.
The undersigned warrants that it has good and lawful right to make this conveyance and that the
property transferred and conveyed is unencumbered.
IN WITNESS WHEREOF, R-50, LLC has caused its name to be signed by its duly authorized
officer on the day and year first above written.
R-50, LLC
By:
Title:

Sworn to and subscribed before me, this ____ day of ___________________, 20___.

My Commission Expires:

Notary Public

EHIBIT E
This Instrument Prepared By:
G. Mark Mamantov, Attorney
BASS, BERRY & SIMS PLC
1700 Riverview Tower
900 South Gay Street
Knoxville, Tennessee 37902
QUITCLAIM DEED
THIS INDENTURE, made this _______ day of ___________________, ______, between:
THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF OAK RIDGE, a
public nonprofit corporation organized under the laws of the State of Tennessee.
First Party, and
R-50, LLC, a limited liability company organized under the laws of the State of Delaware.
Second Party,
WITNESSETH: that said First Party, for and in consideration of the sum of ONE DOLLAR ($1.00) cash
and other good and valuable considerations in hand paid by Second Party, the receipt and sufficiency of
which is hereby acknowledged, has quitclaimed and does hereby quitclaim unto the said Second Party the
following described premises:
SEE LEGAL DESCRIPTION ATTACHED HERETO AS EXHIBIT A AND MADE A PART HEREOF.
THIS CONVEYANCE is made subject to all applicable easements, restrictions and building set back lines
of record.
TOGETHER with all the estate, right, title and interest of the First Party therein, with the hereditaments
and appurtenances thereto appertaining releasing all claims therein.
In this instrument in every case the plural shall include the singular and vice-versa and each gender the
others.
IN WITNESS WHEREOF, this instrument has been executed on behalf of First Party by its duly authorized
officer on the day and year first above written.
THE INDUSTRIAL DEVELOPMENT BOARD OF
THE CITY OF OAK RIDGE
By:

Chairman

STATE OF TENNESSEE

)
)
COUNTY OF _____________ )
Personally appeared before me the undersigned authority, a Notary Public in and for said County
and in said state, _________________________________, with whom I am personally acquainted, and
who, upon oath, acknowledged himself to be the Chairman of The Industrial Development Board of the
City of Oak Ridge, the within named bargainor, a corporation, and that he as such Chairman, being
authorized so to do, executed the foregoing instrument for the purposes therein contained by signing the
name of the corporation by himself as Chairman.
Witness my hand and official seal at office, this _____ day of _________________, ____

Notary Public
My Commission Expires:
Name and address of property owner:

who is responsible for payment of taxes.
CLT CODE:
I hereby swear or affirm that the actual consideration for this transfer, is $1.00.
Subscribed and sworn to before me, this _____ day of ________________, ____.

Affiant
My Commission Expires:

Notary Public

2

EXHIBIT A to Quitclaim Deed
Legal Description of Leased Land

Being the same property conveyed to The Industrial Development Board of the City of Oak Ridge, a public
nonprofit corporation, by R-50, LLC, a Delaware limited liability company, by Quitclaim Deed dated
_________ __, 2026 and recorded __________ __, 2026, of record as Instrument No. ______ in Book
_______, Page _____, in the Register’s Office of Roane County, Tennessee.

EXHIBIT F
BILL OF SALE
Roane County, Tennessee

_____________ ____, 20____

For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
undersigned hereby transfers and conveys to R-50, LLC, a Delaware limited liability company (the
“Vendee”), all of its right, title, claim and interest in law and equity in and to all personal property, fixtures,
machinery and equipment described on Exhibit A attached hereto.
The undersigned makes no warranty as to title of the property transferred and conveyed.
IN WITNESS WHEREOF, The Industrial Development Board of the City of Oak Ridge has caused
its name to be signed by its duly authorized officer on the day and year first above written.
THE INDUSTRIAL DEVELOPMENT BOARD OF
THE CITY OF OAK RIDGE
By:
Title:

Sworn to and subscribed before me, this _____ day of _______________, 20___.

My Commission Expires:

Notary Public

EXHIBIT G
COST-BENEFIT ANALYSIS

Attachment to Cost-Benefit Analysis
Lessor: The Industrial Development Board of the City of Oak Ridge
Lessee: R-50, LLC
Term: The term of the Lease shall commence on the Effective Date of the Lease and end on the last day
of the Abatement Period, with the term of the abatement being fifteen (15) years.
Lease: Lessor and Lessee are entering into the Lease to encourage and facilitate the construction and
equipping of a manufacturing facility for nuclear reactors and related facilities in the City of Oak Ridge,
Tennessee.
PILOT Payments: Lessee shall pay to the City and the County as additional rent the following payments in
lieu of taxes:
(i) For each Tax Year prior to the Abatement Period, Lessee shall make a payment in lieu of
taxes with respect to the Leased Property in an amount equal to one hundred percent (100%) of the ad
valorem taxes that would otherwise be payable if the Leased Property were owned by Lessee; and
(ii) For each Tax Year (or portion thereof) occurring during the Abatement Period, Lessee shall
make a payment in lieu of taxes with respect to the Leased Property to the City and the County in an
amount equal to fifty percent (50%) of the ad valorem taxes that would otherwise be payable if the
Leased Property were owned by Lessee.
Any term not defined herein shall have the meaning assigned by that certain Lease by and between
The Industrial Development Board of the City of Oak Ridge and R-50, LLC.

RESOLUTION RELATING TO PAYMENT IN LIEU OF TAX TRANSACTION
BETWEEN THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF
OAK RIDGE AND R-50, LLC
WHEREAS, the Board of Directors of The Industrial Development Board of the City of Oak Ridge
(the “Board”) has met pursuant to proper notice; and
WHEREAS, to induce R-50, LLC, a Delaware limited liability company (the “Company”), to cause
the acquisition, construction, and equipping of a manufacturing facility for nuclear reactors and related
products on property located in the Heritage Center Industrial Park in the City of Oak Ridge, Tennessee
(the “Property”), the Board will acquire the Property, and the Board will lease the Property to the Company
on the terms and conditions set forth in the Lease referenced herein; and
WHEREAS, the City Council of the City of Oak Ridge, Tennessee has delegated to the Board the
authority to acquire title to the Property and negotiate and enter into a lease agreement with the Company
which provides for the payment in lieu of taxes; and
WHEREAS, there has been submitted to the Board a form of Lease (the “Lease”) between the
Board and the Company, which provides for the Company to make certain payments in lieu of taxes to the
Board, as provided therein, and which the Board proposes to execute to carry out the transaction described
herein and file a copy of such Lease, once executed, with the records of the Board.
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE
INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF OAK RIDGE:
1.
It is hereby found and determined that the acquisition and ownership of the Property will
promote industry, trade, and commerce in the State of Tennessee and will increase employment
opportunities in the City of Oak Ridge, Tennessee.
2.
The Chairman or Vice Chairman of the Board is hereby authorized and directed to execute,
and the Secretary or Assistant Secretary of the Board is authorized to attest, and either is authorized and
directed to deliver the Lease to the Company in substantially the form submitted, which is hereby approved,
with such completions, omissions, insertions and changes as may be approved by the officer executing it,
his or her execution to constitute conclusive evidence of his or her approval of any such omissions,
insertions and changes.
3.
The Board is hereby authorized and directed to own the Property and lease the Property to
the Company, pursuant to the terms of the Lease.
4.
The officers of the Board are hereby authorized and directed to execute, deliver and file
such other certificates and instruments and to take all such further action as they may consider necessary or
desirable in connection with the consummation of the transactions described above, including, without
limitation, executing such documents as any lender of the Company may request to preserve their liens on
the Property.
5.
Any authorization herein to execute any document shall include authorization to record
such document where appropriate.
6.
All other acts of the officers of the Board which are in conformity with the purposes and
intent of this resolution are hereby approved and confirmed.

Adopted and approved on this February 2, 2026.

THE INDUSTRIAL DEVELOPMENT BOARD OF
THE CITY OF OAK RIDGE
By:
Name: David Wilson
Title: Chairman
ATTESTED:
Sasha Little, Secretary

49210358.1

2

A RESOLUTION TO AUTHORIZE THE APPLICATION AND ACCEPTANCE OF A
NUCLEAR ENERGY PROGRAM ECONOMIC DEVELOPMENT GRANT
ON BEHALF OF R-50, LLC
WHEREAS, The Industrial Development Board of the City of Oak Ridge recognizes and supports the
need for new commercial enterprise within the City of Oak Ridge, Tennessee; and
WHEREAS, R-50, LLC, is purchasing approximately 41 acres of real property located in the Heritage
Center Industrial Park located in the City of Oak Ridge; and
WHEREAS, R-50, LLC, has announced the investment in this land includes future plans to construct
and equip facilities to mass produce portable nuclear microreactors, Kaleidos, zero emission power sources;
and
WHEREAS, the State of Tennessee, through the Tennessee Department of Economic and Community
Development (TNECD), offers grants to local communities to finance such infrastructure that assists nuclear
power-related businesses that choose to relocate or grow within the state through its Nuclear Energy Supply
Chain Investment Fund; and
WHEREAS, TNECD has allocated $2,000,000.00 in said funds for new construction costs (hard costs)
for R-50, LLC’s project in Oak Ridge, which funds must be run through The Industrial Development Board of the
City of Oak Ridge; and
WHEREAS, the Chairman requests authorization to submit the formal application, accept said grant
funds, and execute all related documentation.
NOW THEREFORE BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE INDUSTRIAL
DEVELOPMENT BOARD OF THE CITY OF OAK RIDGE:
1.
The Industrial Development Board of the City of Oak Ridge hereby authorizes the Chairman and
his duly authority designee to prepare and submit all necessary and appropriate documentation regarding a
Nuclear Energy Program Economic Development Grant application in the amount of $2,000,000.00 in support
of R-50, LLC, to partially finance construction costs for the Oak Ridge project located on parcels Z2-14 and Z215 at Heritage Center Industrial Development Park totaling $235,000,000.00.
2.
The Industrial Development Board of the City of Oak Ridge hereby authorizes the Chairman to
accept said grant on behalf of the Board if awarded and to execute any and all legal instruments to accomplish
the same.
This Resolution adopted this the 2nd day of February 2026.
APPROVED:

Tammy Rackard
of Counsel to the Board
ATTESTED:

Sasha Little, Secretary

THE INDUSTRIAL DEVELOPMENT BOARD OF
THE CITY OF OAK RIDGE

David Wilson, Chairman

A RESOLUTION TO AUTHORIZE THE CHAIRMAN TO SIGN A PURCHASE AND SALE
AGREEMENT TO SELL A 40.80-ACRE PORTION OF DEVELOPMENT AREA/LOT 6 AND
A 27.93-ACRE PORTION OF DEVELOPMENT AREA/LOT 7, BOTH IN THE
HORIZON CENTER INDUSTRIAL PARK, AT A PURCHASE PRICE OF
$14,500.00 PER ACRE FOR PROJECT REINDEER
WHEREAS, by its Charter of Incorporation, The Industrial Development Board of the City of Oak
Ridge’s (IDB) purpose is to acquire, own, lease, and dispose of properties in order to promote industry
and develop trade by inducing manufacturing, industrial, and corporation enterprises to locate within
the city limits of Oak Ridge; and
WHEREAS, a company has reached out to the IDB Chairman for available land for “Project
Reindeer”; and
WHEREAS, the IDB is the owner of the remaining portions of Development Areas/Lots 6 and 7
at Horizon Center Industrial Park, which collectively total 100.23 acres; and
WHEREAS, Project Reindeer has offered to purchase 40.80 acres of Development Area/Lot 6
and 27.93 acres of Development Area/Lot 7 for a price of $14,500.00 per acre; and
WHEREAS, the IDB Chairman has negotiated terms of a Purchase and Sale Agreement with
Project Reindeer under the authority granted to him by the IDB at the January 5, 2026 meeting, and
those negotiations are almost complete; and
WHEREAS, the negotiated terms of the Purchase and Sale Agreement include: the sale of
40.80 acres of Development Area/Lot 6 for a price $14,500.00 per acre, the sale of 27.93 acres of
Development Area/Lot 7 for a price of $14,500.00 per acre, a closing date no later than 30 days after
the execution of the Purchase and Sale Agreement, and a clawback provision for the IDB to have the
right but not the obligation to repurchase the property if the event certain milestones are not met; and
WHEREAS, the IDB Chairman seeks authorization to enter into the Purchase and Sale
Agreement for Project Reindeer.
NOW, THEREFORE BE IT RESOLVED that The Industrial Development Board of the City of
Oak Ridge (IDB) hereby authorizes the Chairman, David Wilson, or the Chairman’s duly authorized
designee, to execute the Purchase and Sale Agreement for Project Reindeer as outlined above, and to
further execute all necessary legal documents including but not limited to closing statements, closing
affidavits, closing agreements, option agreements, deeds, title insurance documents, tax statements, and
all other customary closing documents for and on behalf of the IDB in order to finalize the sale of the
designated portions of Horizon Center Industrial Park Development Areas/Lots 6 and 7 totaling 68.73
acres at a total purchase price of $996,585.00.
This Resolution adopted this the 2nd day of February 2026.
APPROVED AS TO FORM AND LEGALITY:

THE INDUSTRIAL DEVELOPMENT BOARD OF
THE CITY OF OAK RIDGE

Tammy M. Rackard
of Counsel to the Industrial Development Board

David Wilson, Chairman

ATTESTED:
Sasha Little, Secretary

CITY OF OAK RIDGE, TENNESSEE
PROPERTY TAX INCENTIVE PROGRAM
POLICIES AND PROCEDURES
Section I. General Purpose and ObjectivesThe City of Oak Ridge, Tennessee (the “City”) is committed to improving its local business
environment and economy. In furtherance of this objective, the City has established, in cooperation
with The Industrial Development Board of the City of Oak Ridge, Tennessee (the “IDB”), a program to
provide economic incentives to qualifying entities based on payments in lieu of taxes (a “PILOT”). A
PILOT generally results in a reduction in the amount that a party would pay in local property taxes
thereby providing an incentive to that party. This program is intended to attract and retain, on a basis
competitive with other cities in Tennessee, businesses that provide the types of employment, capital
investment, community involvement and financial impact sought by the City for its citizens.
The City has adopted these Policies and Procedures to guide the IDB in considering and
evaluating on a case-by-case basis whether particular projects in the City will be eligible for a PILOT
incentive. These Policies and Procedures should not be construed to require the City or the IDB to
approve any PILOT incentive. Granting a PILOT incentive is solely within the discretion of the IDB
acting within the parameters of these Policies and Procedures. In order, however, to inform potential
applicants for PILOT incentives of the specific criteria that the IDB will consider in evaluating
applications for PILOT incentives, the City and the IDB have adopted these Policies and Procedures
to provide guidelines for evaluating requests for PILOT incentives.
The IDB is a public nonprofit corporation that was established pursuant to the Tennessee
Industrial Development Corporation Act (the “Act”), Tenn. Code Ann. §§7-53-101 et seq. The IDB’s
statutory purposes include owning and leasing certain real and personal properties, which will have
the effect of maintaining and increasing employment and otherwise promoting new industry,
commerce and trade in Tennessee and, in particular, the City. The IDB will conduct its activities
consistent with the provisions of the Act and the intent of the City as set forth in these Policies and
Procedures
Pursuant to the Act, the City is authorized to delegate to the IDB the authority to negotiate
and accept PILOTs. The City Council of the City has adopted a resolution (the “Delegation
Resolution”) adopting these Policies and Procedures and delegating to the IDB the authority to
negotiate and accept PILOTs consistent with the terms in the Policies and Procedures. The IDB is
not authorized to negotiate and accept PILOTs that are not consistent with these Policies and
Procedures.
The City is located within both Anderson County and Roane County. Both Anderson County
and Roane County have created their own industrial development boards pursuant to the Act.
Pursuant to the Act, the IDB is authorized to provide PILOT incentives that affect both City property
taxes and property taxes of the applicable County, and the industrial development boards of each
County may also provide PILOT incentive both within the corporate limits of the City and elsewhere
in each County. The City expects to enter into intergovernmental agreements with both Anderson
County and Roane County with respect to providing PILOT incentives within the corporate limits of
the City.

1

Section II. Definitions
For purposes of these Policies and Procedures, and in addition to other terms defined herein,
the following terms shall have the following meanings:
“AI Data Center” means a specialized data facility engineered for the unique, high-demand
infrastructure required to train and deploy artificial intelligence models.
“Applicant” means the Person applying to the IDB for a PILOT incentive with respect to a Project.
“Application” means the application submitted to the IDB by an Applicant to receive a PILOT
incentive.
“City Manager” means the person serving in the role of the city manager of the City from time to
time, or such person delegated to act on behalf of the city manager.
“IDB” means The Industrial Development Board of the City of Oak Ridge, Tennessee.
“Lease Agreement” means the lease agreement(s) between the Applicant and the IDB pursuant to
which the IDB leases a Project to the Applicant and agrees upon the terms of a PILOT incentive.
“Local Federal and State Facilities” means the facilities located in the City that are owned or
controlled by the federal or state government including the Oak Ridge National Laboratory and the
Y-12 National Security Complex.
“Nuclear Industry” means the sourcing, research, development and production of products and/or
performing services within the business sector that utilizes nuclear reactions or manipulation to
produce electricity and/or other products.
“Payment-in-Lieu-of Taxes” or “PILOT” means payments established by a IDB to be made in lieu
of ad valorem (land, building and/or equipment) taxes with respect to a Project.
“Person” means any individual, sole proprietorship, corporation, limited liability company (LLC),
association, partnership (general, limited, or limited liability partnership), organization, business,
trustee, individual or government or political subdivision thereof or any governmental agency, with
the legal authority to submit an application for a PILOT incentive.
“PILOT Term” means the period of time, in years, during which a PILOT incentive is in effect
pursuant to a Lease Agreement.
“Project” means the acquisition, construction and/or improvement of land, buildings, structures,
machinery, equipment and related improvements as described in an Application. A Project may include
any expansion to the initial facility that placed in service by the Applicant provided that the Applicant
commits to commence such expansion within three (3) years of the execution of the Applicant’s Lease
Agreement. A Project may include personal property except for multi-family residential rental facilities
and hotels, as to which personal property shall not be eligible for a PILOT incentive.
“Speculative Buildings” means construction of a building with no formal commitment from an end
user for the finished building.
“Targeted Development Area” means an area within the City that has been designated by the City
Council as an area of focus for development or redevelopment. The Targeted Development Areas
as of the date of the approval of these Policies and Procedures by the City Council is attached hereto
as Appendix A.
2

“Technology Company” means an Applicant whose primary business purpose, as determined by
the City Manager, is the implementation and/or development of emerging and/or unique technologies
that will promote innovation and/or economic development.

Section III. Eligible Projects
The following types of Projects shall be eligible for a PILOT incentive and are referred to
herein as Tier 1 Projects:
•
•
•
•
•
•

Projects the primary utilization of which will be in the Nuclear Industry including Projects
that provide goods and/or services that are primarily for use in the Nuclear Industry
Projects to be primarily utilized by one or more Technology Companies
AI Data Centers that support other Tier 1 Projects and/or Local Federal and State
Facilities
Projects to be primarily utilized by one or more businesses whose primary purpose is to
commercialize technology developed at Local Federal and State Facilities or at other Tier
1 Projects
Expansions of existing Tier 2 Projects that manufacture goods that are already located in
the City
New multi-family residential rental facilities that also contain commercial rental space for
businesses that serve the general public, which commercial rental space will not be less
than 10% nor exceed 30% of the square footage of the Project

The following types of Projects shall be eligible for a PILOT incentive and are referred to
herein as Tier 2 Projects:
•
•
•
•

Projects (other than Tier 1 Projects) that manufacture goods
Speculative Buildings, the primary utilization of which is to be entities that would otherwise
qualify as Tier 1 Projects
New multi-family residential rental facilities in Targeted Development Areas
Projects that otherwise would not qualify as a Tier 1, Tier 2 or Tier 3 Project that will
facilitate, in the determination of the City Manager, the redevelopment of a brownfield
area or a Targeted Development Area

The following types of Projects shall be eligible for a PILOT incentive and are referred to
herein as Tier 3 Projects:
•

•

•

Retail projects the primary tenant(s) in which are not presently located in the City and that
are not expected to result in materially reduced sales at existing retail businesses in the
City, provided the City Manager determines that such retail project would not locate in the
City unless a PILOT is provided to the project
Hotels that provide limited or full services and are generally considered in the hotel
industry to be rated “3 star” or above provided the City Manager determines that hotel
occupancy rates in the City demonstrate that additional hotel capacity is needed to
support economic development in the City
New multi-family residential rental facilities that otherwise do not comply with the
requirements of a Tier 1 or Tier 2 Project.

Notwithstanding the foregoing, a Project shall not be an eligible Project for a PILOT incentive
unless (i) the projected capital expenditures relating to the Project meet the minimum Capital
Expenditures shown in Table 1 under Section IV below for the type of Project (if applicable) and (ii)
3

the projected number of jobs to be created by the Project is not less than the minimum number of
jobs shown in Table 1 under Section IV below for the type of Project (if applicable). Moreover, the
following types of Projects shall not be eligible for a PILOT incentive:
•
•
•

Crypto currency (including bitcoin) mining facilities
Warehouse and/or distribution facilities (unless the primary purpose is to support an
eligible Tier 1 or Tier 2 Project)
Office facilities other than office facilities to be primarily used by tenants engaged in
activities that are in support of or ancillary to Tier 1 or Tier 2 Projects if the City Manager
determines that office space occupancy rates in the City demonstrate a need for
additional office facilities
Section IV. PILOT Incentive Term and Abatement

The term that a PILOT incentive will be provided shall be equal to the construction period for
the Project, as set forth in the Lease Agreement, plus the applicable term for the tax incentive as
determined pursuant to this Section and Section VII below. The maximum authorized term for a
PILOT, after the construction period, for a PILOT incentive is shown in Table 1 below for each Tier
of Project. The actual term of the PILOT incentive shall be based upon a recommendation of the
City Manager to the IDB as provided in Section VII below subject to such maximum term.
The amount of the annual PILOT paid pursuant to a Lease Agreement shall be equal to a
base amount plus a percentage of the taxes that would otherwise be payable with respect to the
applicable Project in excess of the base amount as is provided below. The base amount shall be
equal to the property taxes payable with respect to property on which the Project will be located prior
to the approval of the PILOT incentive. The portion of the PILOT that is a percentage of the taxes
that would otherwise be payable with respect to the Project in excess of the base amount shall
depend on which applicable Tier for the Project and shall not result in the PILOT incentive exceeding
the maximum tax reduction set forth in Table 1 below. The actual percentage for purposes of
determining the PILOT incentive shall be based upon a recommendation of the City Manager to the
IDB as provided in Section VII below, with the City Manager’s recommendation being primarily based
upon, particularly in the case of manufacturing or similar projects, the amount of capital expenditures
relating to the Project, provided, however, that the City may consider such other factors such as job
creation and wages that the City Manager deems relevant. All PILOT payments shall be payable
to the City and the applicable County based upon their relative tax amounts that would otherwise be
payable.
Table 1: Incentive Parameters:
Tier

Tier 1

Minimum Capital
Expenditure
(exclusive of real
property acquisition
costs)
$10,000,000

Tier 2

$10,000,000

Minimum
Jobs (FTEs)

Maximum
PILOT Term
(after
completion)

Maximum Tax Reduction (%
Abatement above base taxes)

15

15 years

Up to 50% (Tier 1 multi-family
follows special schedule below)

15

10 years

Up to 40% (Tier 2 multi-family
follows special schedule below)

4

Tier 3

$10,000,000

15 (not
required for
hotels

5 years

Up to 30% (Tier 3 multi-family
follows special schedule below)

Tier 1 MultiFamily

No minimum capital
expenditure
requirement but
minimum of 80 units
No minimum capital
expenditure
requirement but
minimum of 80 units
No minimum capital
expenditure
requirement but
minimum of 80 units

Not required

10 years

100% (Years 1–2), 80% (3–4),
60% (5–6), 40% (7–8), 20% (9–
10)

Not required

10 years

Up to 30%

Not required

5 years

Up to 30%

Tier 2 MultiFamily
Tier 3 MultiFamily

Multi-family residential rental projects that have received an allocation for federal low-income
housing tax credits from the Tennessee Housing Development Agency shall not be treated as Tier 2
or Tier 3 Project but shall be eligible for a maximum term of the PILOT incentive of 15 years after
Project completion and an abatement of all real property taxes other than the base taxes described
above.
Section V. Post-Closing Compliance and Monitoring
Through the implementation of the PILOT incentive program pursuant to these Policies and
Procedures, the IDB intends to produce substantial and measurable changes and improvements to
and for the economic and commercial environment of the City. Accordingly, each Lease Agreement
with an Applicant will contain, in the manner determined by the IDB, in consultation with the City
Manager, certain commitments relating to economic development as to which the Applicant’s Project
will be evaluated. In most cases, this evaluation will be based upon job creation, wage levels and
capital expenditures, but when the primary purpose of the Project does not relate to job creation
(such as multi-family residential projects or hotels), different metrics for compliance will be used. The
IDB will annually (or at such other times as it deems appropriate) evaluate each Project receiving a
PILOT incentive to ensure compliance with the Lease Agreement applicable to the Project, including
compliance with economic development commitments. A failure to comply with such commitments
will result in a reduction or elimination of the PILOT incentive as will be provided in the Lease
Agreement.
In order to assist the IDB in determining compliance with the Lease Agreements and in
gathering information to help the IDB evaluate the effectiveness of its PILOT program, each Person
who is a party to a Lease Agreement with the respective IDB shall provide to the IDB certain
information in the manner described in the Lease Agreement, which information shall include, but
not be limited to, information necessary to determine whether the Applicant is in compliance with its
economic development commitments.
Section VI. Fees
The following fees will be payable by the Applicant in connection with any PILOT incentive.

5

1.
Application Fees - An Application fee must be submitted with each
completed Application. The Application Fee shall be calculated using the following chart:
Estimated Project Capital Expenditures
at the Time of Application

Application Fee

Less than $100,000,000

$5,000

$100,000,000 or more but less than $1,000,000,000

$10,000

$1,000,000,000 or more

$15,000

2.
Closing Fees - A closing fee computed by the City’s staff as described in this
paragraph will be paid to the respective IDB prior to or at the execution of the Lease
Agreement. Closing fees for PILOT incentives are based on the benefits that an Applicant will
receive (i.e. value of the tax savings over the applicable PILOT Term) rather than on the total
Project investment. The closing fee for a PILOT incentive transaction with the IDB will be 5%
of the expected tax savings for the Applicant, as estimated by City’s staff, with a minimum
closing fee of $1,500 and a maximum fee of $50,000. The Applicant receiving the PILOT
incentive will also be responsible for paying expenses of the IDB relating to the transaction
(i.e. attorney’s fees, publication fees, etc.).
3.
Lease Amendments - If an Applicant requests an amendment to an existing
Lease Agreement, the Applicant will pay a fee of $1,000 at the time of the request.
4.
Assignment Fee - If the IDB approves the assignment of a Lease
Agreement, the Applicant shall pay an assignment fee of 1% of the tax savings for the
assignee following such assignment, as estimated by the IDB, for the first $1,000,000 of
projected savings and 1/2% of the projected savings in excess of $1,000,000 with a
minimum fee of $4,000 and a maximum fee of $25,000. The Applicant shall also be
responsible for all expenses, including attorney’s fees incurred by the IDB, in connection
with such assignment.

6

Section VII. Application and Approval Process
An Application shall initiate the process for requesting a PILOT incentive by submitting an
Application in the form attached hereto as Appendix B to the City Manager and the IDB. Upon the
receipt of such Application, the City Manager shall determine whether the Applicant’s Project is
eligible for a PILOT incentive and whether such PILOT incentive is in the best interests of the City.
If the City Manager makes such determination, the City Manager shall develop a summary of terms
relative to the PILOT incentive and will submit such terms to the Applicant. Such summary of terms
shall include the recommended PILOT term and percentage of abatement of taxes to be achieved
through the PILOT incentive. This summary of terms is not binding on the City or the IDB. If the
Applicant approves such summary of terms, the City Manager shall provide the summary to the IDB
and request the IDB to approve the necessary documentation, including the Lease Agreement, to
implement the PILOT incentive. Such documentation shall be prepared by counsel to the IDB and
the City for review by the Applicant and its counsel. The process for applying for and implementing
a PILOT incentive is described in more detail in Appendix C.
Section VIII. Support of Economic Development
Recipients of PILOT incentives will be expected to assist with economic development and
support job growth in the City. Therefore, each Lease Agreement will set forth certain requirements
and/or expectations with respect to economic development engagement by the recipient of the
PILOT incentive. For example, a recipient of a PILOT incentive may be required to provide
externships to local educators and/or internships for high school students, TCAT students, other
college students and/or students enrolled in other trade programs. Recipients of PILOT incentives
shall also be expected to participate in local job fairs. Any requirements or expectations of the type
described in this Section will be set forth in the Lease Agreement.
Section IX. Assignment of Lease Agreement
Lease Agreements will not be assignable without the prior consent of the IDB. An Applicant
seeking an assignment of an Agreement shall confer with the IDB to determine the proper procedure
in the specific transaction. The IDB, in consultation with the City Manager, will then determine
whether the assignment will be approved or whether a new Application should be filed by the
assignee.
Section X. Build-to-Suit Projects
The City and the IDB acknowledge that certain Projects may be constructed under a “build-tosuit” delivery method for use by a tenant. While the developer of the Project may not be an eligible
Applicant on its own for a PILOT incentive, the ultimate user of the Project may be an eligible Applicant
for a PILOT incentive under these Policies and Procedures. Such Projects shall be considered for a
PILOT incentive under these Policies and Procedures, provided that the Applicant demonstrates that
the benefits of the PILOT incentive shall run in favor of the Person that is undertaking a business that
is eligible for a PILOT incentive. In such cases, the developer of the Project as well as the Person
that will be the ultimate tenant of the Project should jointly apply for the PILOT incentive. In such
cases, a separate Lease Agreement may be entered into for real property improvements with the
developer, with a separate Lease Agreement with the ultimate tenant for equipment.
Section XI. Expansion of Existing Projects
An existing business in the City that desires to expand its facilities may be eligible for a PILOT
incentive if the proposed expansion in and of itself would constitute an eligible Project for a PILOT
incentive. Such expansions are unique to document appropriately if the expansion is located on the
same tax parcel as existing improvements. In such cases, the entire tax parcel will need to be
conveyed to the IDB in order to provide the PILOT incentive. No reduction in taxes would be provided,
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however, through the PILOT incentive for existing facilities (with the Applicant agreeing to make a
PILOT payment equal to the taxes on such facilities), and the PILOT incentive would only apply to the
expansion.
Section XII. Other Incentives
If the Applicant takes any action, including receiving any incentive or seeking the change in
any method of taxation either administratively or by legislation, from any other governmental entity
that adversely affect the City or the relevant County, including any incentive or change from the state
or federal government, such action may disqualify the Applicant from consideration for a PILOT
incentive or, at the option of the City and the IDB, reduce the amount of the PILOT incentive available
to the Applicant pursuant to the Lease Agreement.
Section XIII. Interpretation and Implementation of Policies and Procedures
The City Manager, in consultation with the City Attorney, is authorized to provide
interpretations and clarifications of these Policies and Procedures to the IDB, which interpretations
and clarifications shall be conclusive and can be relied upon by the IDB. Additionally, the City
Manager is authorized to retain third-party consultants (at the expense of the Applicant) to determine
compliance with these Policies and Procedures, including, but not limited to, consultants to evaluate
hotel occupancy rates, the necessity of PILOT incentives for retail projects and the need for additional
office space to support Tier 1 and Tier 2 Projects.
Section XIV. Environmental Report Requirements
Each Applicant shall submit with its Application the most recent Phase I Environmental Site
Assessment Report (unless the Project consists only of new equipment) with respect to the proposed
Project site. All such reports must grant to the IDB the right to rely on such reports. All Phase I
Environmental Site Assessments submitted to the IDB should substantially conform to the ASTM
standards. An Environmental Assessment or Environmental Impact Statement performed by or on
behalf of the U.S. Department of Energy may substitute for an Environmental Site Assessment. The
environmental contamination of a Project site may be a basis for rejecting an Application if the IDB’s
counsel advises the IDB that the respective IDB or the City would have any obligation to remediate
the contamination if the IDB acquires the Project site.
Section XV. Miscellaneous
These Policies and Procedures shall not be construed to create any type of contract or
agreement between the IDB or the City and any third party, including any Applicant. Notwithstanding
any provision of these Policies and Procedures to the contrary, the IDB retains the right, in its sole
discretion, not to enter into any Lease Agreement with any Applicant and not to approve any Application
for a PILOT incentive. If any Applicant does not enter into a Lease Agreement within six (6) months of
the adoption of a resolution by the Board of Directors of the IDB authorizing such Lease Agreement,
the Applicant must then provide the IDB a written report detailing the status of the Applicant’s Project
and whether the Applicant still intends to close on the approved PILOT incentive. If any Applicant does
not enter into a Lease Agreement with respect to a proposed Project within one year of the adoption
of a resolution by the Board of Directors of the IDB authorizing such Lease Agreement, that Applicant’s
Application shall be deemed to be withdrawn, and the Applicant shall be required to resubmit a new
Application if the Applicant wants the IDB to continue to consider the Applicant’s Project for a PILOT
incentive.

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Section XVI. Conflicts of Interest
Each director of the IDB shall be responsible for disclosing any material interest that he or she
may have in or with a Project or an Applicant or any financing source for a Project. Any IDB director
having any material interest in or with a Project or an Applicant or financing source for a Project shall
submit to the IDB’s counsel an explanation of that interest, and the IDB’s counsel shall advise both the
IDB and IDB director whether the director should recuse himself or herself from consideration of the
Application. Such recommendation of the IDB’s counsel shall be conclusive. If recusal is
recommended, the IDB will then consider the Application without participation from the director or
directors who recuse themselves.
To avoid conflicts of interests, the IDB’s counsel will disclose to the IDB if he has a professional
legal relationship with or material interest in a Project or an Applicant or any financing source for the
Project, and in the event of such a conflict involving the IDB’s counsel, the IDB will retain special
counsel to represent it in connection with the particular Project being considered. The IDB, however,
may waive any such conflict in appropriate circumstances.
Section XVII. Effective Period of Policies and Procedures
The City Manager and IDB may negotiate PILOT incentives and enter into pursuant to these
Policies and Procedures for a period of time as is authorized by the City Council in the Delegation
Resolution as such resolution may be amended from time to time. After such date, the IDB shall not
be authorized to enter into a Lease Agreement that provides for PILOT incentives pursuant to these
Policies and Procedures unless authorized to do so by the City Council of the City.
Section XVIII. Modifications
No amendment to these Policies shall be effective unless such amendment has been
approved by the City Council and the Board of Directors of the IDB.

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LIST OF APPENDICES:
APPENDIX A – TARGETED DEVELOPMENT AREAS
APPENDIX B – APPLICATION FORM
APPENDIX C – SUMMARY OF PILOT APPLICATION AND APPROVAL PROCESS
48572718.8

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