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11 <br /> 1. DEFINITIONS. As used in this Agreement the terms below will have the following meanings: <br /> A. "Affiliate." A company that the Company controls, controls the Company, or is under <br /> common control with the Company. <br /> B. "Baseline Employment." The number of employees, 204, employed by Company as of <br /> the date of execution of this Agreement. <br /> C. "Baseline Valuation." Current assessed valuation of the Subject Property as assessed by <br /> the Orange County Tax Administrator prior to the investment contemplated in this <br /> Agreement. Upon revaluation by the County prior to the Commencement Date the <br /> Baseline Valuation shall be adjusted as determined by the Orange County Tax <br /> Administrator. <br /> D. "Commencement Date." The date in which the Company begins actual production <br /> operations at the Subject Property, after having obtained applicable governmental <br /> approvals, certificates of zoning compliance, and certificates of occupancy. Unless <br /> delayed by causes beyond the control of the Company, the Commencement Date is <br /> anticipated to be no later than December 31, 2026. <br /> E. "Company." Morinaga America Foods, Inc., its Affiliates, successors, and assigns. <br /> F. "Eligible Property." Includes (a)the Subject Property,together with other real property <br /> in the County owned by Company("Additional Property"), and all improvements the <br /> Company or an Affiliate of the Company constructs or installs, or causes to be <br /> constructed or installed, at the Subject Property or any Additional Property, including all <br /> buildings,building systems, and building improvements,the estimated value of which is <br /> described in Exhibit C, and(b) all Personal Property the Company or an Affiliate of the <br /> Company purchases or leases and installs at, or relocates to,the Subject Property or any <br /> Additional Property, the estimated value of which is described in Exhibit C. Does not <br /> include property valued for the Baseline Valuation as noted in Exhibit D,Description of <br /> Existing Real Property and Exhibit E,Description of Existing Personal Property. <br /> G. "Inducement Grant." An economic development grant provided to Company for the <br /> purpose of securing the Company's commitment to expand its manufacturing facility in <br /> Orange County,North Carolina. <br /> H. "Minimum Taxable Investment." The aggregate Qualifying Expenditures made by the <br /> Company that Company anticipates will be made annually as reflected in Exhibit C and <br /> verified by the Orange County Tax Assessor and which will be used for calculating the <br /> annual Inducement Grant payment. <br /> I. "Orange County Facility"or"Facility." The Subject Property and the improvements <br /> now or hereafter located on the Subject Property or any Additional Property, including, <br /> without limitation, the Company-constructed or owned primary and secondary <br /> structures,utilities, and operations and service areas located in Mebane, Orange County, <br /> North Carolina in and on which Company conducts its business or operations. <br /> Revised 2023 Page 2 of 18 <br /> 4863-5202-3475.v5 <br />