Draft Host Agreement

PROJECT DEVELOPMENT AGREEMENT

THIS PROJECT DEVELOPMENT AGREEMENT ("Development Agreement") is entered into as of the day of , 2026 by and between the TOWN OF CLAY, a municipal corporation with an address of 401 NY-31, Clay, New York 13041 ("Town"), and MICRON NEW YORK SEMICONDUCTOR MANUFACTURING LLC, a Delaware limited liability company authorized to do business in New York with an address of 8000 South Federal Way, Boise, Idaho 83716 ("Company").

RECITALS

WHEREAS, the Company intends to invest approximately $100 billion over the

next 20 years to build a leading-edge semiconductor manufacturing complex in the White Pine Commerce Park located at 5171 Route 31 in the Town of Clay to include four individual memory fabrication units (each a “Fab”), together with ancillary support facilities, access roads and parking facilities; and

WHEREAS, the Company has commenced construction of the first Fab and all

ancillary support buildings and infrastructure necessary to enable operation of the first Fab (the “Project”); and

WHEREAS, the Project requires that the Company apply for and the Town to issue

numerous building permits during the course of construction of the Project in accordance with Town of Clay Code §80-4; and

WHEREAS, it is a fundamental principle of the law of the State of New York that a

permit fee must bear a direct relation to the costs of issuing the permit and inspecting or enforcing the permitted activity and that such permit fees must be reasonably necessary to cover the cost of issuance, inspections and enforcement and may not be charged to offset the cost of general governmental functions; and

WHEREAS, the Town has determined, in accordance with Town of Clay Code

§ , that adherence to the Schedule of Fees set forth in Town of Clay Code §105-4 for commercial and industrial building structures for the Project would result in building permit fees which do not bear a direct relation to the costs of issuing the permits and inspecting or enforcing the permitted activity and which would be in excess of the amount necessary to cover the cost of issuance, inspections and enforcement of the permits; and

WHEREAS, the Town has determined, in accordance with Town of Clay Code

§ , to deviate from its Schedule of Fees set forth in Town of Clay Code §105- 4for the Project and to otherwise provide for compensation to the Town in lieu of collecting fees for the issuance of Project building permits in accordance with this Agreement; and

WHEREAS, the Company recognizes that the Project will impact the Town during

its development, construction and operation in a more significant manner than the Project will impact the surrounding community and that the Town will incur additional costs and expenses in connection with the Project; and

WHEREAS, in consideration for the impact on the Town with respect to the Project

and in lieu of the Town collecting building permit fees for the Project, the Company has agreed to make Payments, as defined herein, to the Town;

NOW, THEREFORE, in consideration of the mutual covenants herein contained,

and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Payment. In consideration for the imp.

Project and in lieu of the Town collecting building agrees to provide (i) a payment to the T Thousand Dollars ($20,001,000.00) (“Pro Town in the amount of Ten Million Dollars n the Town with respect to the 26s for the Project, the Company ; t of Twenty Million One (il) a commitment to the the Town in three (3) annual install he date which is thirty (30) days after the date of thi niversary thereof through

2028. The first annu x'Million Six Hundred Sixty

non or after June 1, 2026, to be followed illion Six Hundred Sixty Seven Thousand costs associated with reviewing, managing, and forcing permitted activities associated with the “Project Costs”) and may be used for public wn as a result of the Project. The Project Payment shall ite discretion of the Town. The parties agree to cooperate the Town's expenditure of the Project Payment such that the Company may ind tly assess whether such expenditures may qualify for credit toward the Company's commitment to the Green CHIPS Community Investment Fund, as defined herein. The Town acknowledges that the semiconductor industry is subject to business cycles which may impact the Project’s construction schedule and, as such, in the event the Project’s construction schedule is extended, the Company may delay the third annual payment set forth herein provided, however, that the third annual payment shall be paid in full no later than the date on which the Town issues the final certificate of occupancy for the Project.

and share informati 4938-3168-6069, v. 1 3. Community Investment Payment. Pursuant to that certain Memorandum of Understanding ("MOU") for Micron Community Investment Framework In Central New York dated as of October 27, 2022 between the Company and New York State Urban Development Corporation d/b/a Empire State Development (“ESD”), the Company is committed to invest up to $250 million in the Green CHIPS Community Investment Fund (“Fund”). In accordance with the MOU, the Company maintains sole authority to administer and disperse the money it provides to the Fund after engagement with ESD and, as such, the Company shall administer and disburse the Community Investment Payment, as part of its investment in the Fund, for mutually agreed upon community investment projects which satisfy the requirements of the MOU, including projects related to Workforce Development and Expansion, Edu Community Assets and Organizations, and Affordable Housing. The Com hall disburse the Community Investment Payment to the Town within three (3) f the date of this Agreement assuming the Town presents the Company wit the Town as a result of the Proj for projects mutually agreed u consistent with the MOU.

pplication. Company understands that building permit applications and th plans are subject to ordinary plan review and field inspection and that ift Enforcement Officer determines that the submitted plans do not conform to the requirements of Applicable Building Codes, then Company shall cause the responsible design professional to submit all appropriate revisions to the submitted plans to the Code Enforcement Officer in a timely manner and that any building permits issued in reliance thereon are subject to revocation by the Code Enforcement Officer if necessary or appropriate to protect the public health, safety or welfare. If the Code Enforcement Officer determines that any construction performed pursuant to a building permit issued in accordance with this Agreement does not conform to the requirements of the Applicable Building Codes, then Company shall, without undue delay, 4938-3168-6069, v. 1 modify, at Company's own expense, any component of such construction that does not conform to the requirements of the Applicable Building Codes.

6. Termination. This Development Agreement shall terminate upon the later to occur of (i) payment in full of the Payments to the Town or (ii) the Town’s issuance of all certificates of occupancy for the Project.

7. Representations and Warranties of the Town. The Town makes the following representations and warranties:

a. The Town has the power to enter into thi carry out its obligations hereunder.

evelopment Agreement and to b. The Town has been duly a xecute and deliver this Development Agreement.

Neither the execution and ery of this Develo it Agreement, the | Developme greement will conflict with or resu t he terms, conditions or provisions of any agreement is bound, or will cons 8.

isaction contemplated hereby nor the fulfillment of h the provisions of this Development Agreement will result in a breach of any of the terms, conditions or provisions -or any agreement or instrument to which the Company is foregoing, or result in the creation or imposition of any lien of any nature upon any of the property of the Company under the terms of any such instrument or agreement.

9. Indemnification. To the fullest extent permitted by law, Company shall indemnify, defend and hold the Town harmless, together with the Town’s officers, agents and employees, from and against any and all damages, losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, judgments, suits, actions, proceedings, costs, disbursements and/or expenses (including, without limitation, attorneys’, 4938-3168-6069, v. 1 consultants' and experts' fees, expenses and disbursements) of any kind or nature including, without limitation, for death, personal injury and property damage and claims brought by third parties for personal injury and/or property damage incurred by the Town to the extent caused by (i) the issuance of any building permits pursuant to this Agreement or the design or construction of the Project, or (ii) any breach of this Agreement by Company, or (ii) the acts or omissions of Company arising out of or in connection with this Agreement.

10. Default. In the event either party defaults i in the performance or observance of any of their respective obligations, covenants, con or agreements herein and such default continues for a period of thirty (30) days a’ ritten notice thereof is given to the defaulting party, provided that, if such default is: le of cure but cannot be cured within such thirty (30) day period, the failure of the: party to commence to cure within such thirty (30) day period and to pr with due diligence, shall constitute an Event of Default. Upon an E arty shall retain all of its rights and remedies at law and in equity, i 11. Miscellaneous.

is under this Development rsonally delivered or sent by ceipt upon delivery or by registered or sted, addressed to the parties at their beginning of this Agreement, or at such all have given notice of as herein ests and other communications shall be fficiently given for all purposes hereof, on the date e receipt or refusal thereof as the case may be.

Agreement shail be governed by, and all matters in ith shall be construed and enforced in accordance with ite of New York and the parties hereby agree to submit to isdiction of the federal or state courts located in or for the county and state in which the Project is located.

d. The obligations and agreements of the Town contained herein shall be deemed the obligations and agreements of the Town, and not of any trustee, officer, agent or employee of the Town in their individual capacity, and the trustees, officers, agents and employees of the Town shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby.

4938-3168-6069, v. 1 e. The Town and Company shall be independent contractors. This Development Agreement shall not be interpreted or construed to create an association, joint venture, agency relationship, or partnership between the parties or to impose any partnership obligation or partnership liability upon any party. No party shall have any right, power, or authority to enter into any agreement or undertaking for, or act on behalf of, or to act as or be an agent or representative of, or to otherwise bind, the other party.

nd constitutes the entire spect to the transactions ntemporaneous agreements, ents, oral or written, are jreement nor any provision harged or terminated ification, amendment, only to the extent f. This Development Agreement embodie understanding between the parties wit contemplated herein, and all prio understandings, representations merged into this Agreement. Ne hereof may be waived, mod except by a written agree discharge or termination exec set forth in such instrument.

g. This Development between persons ntered into at arm's length and knowledgeable in business.

ecision that would require

ATURE PAGE TO FOLLOW

4938-3168-6069, v. 1 IN WITNESS WHEREOF, the parties hereto have executed this Project Development Agreement as of the day and year first above written.

TOWN OF CLAY

By:

Name:Joseph A. Bick Title: Deputy Supervisor MICRON NEW YORK SEMICONDUCTOR: MANUFACTURING LLC By:

Name:Scott Gatzemeier Title: President 4938-3168-6069, v. 4

EXHIBIT A

CERTIFICATE OF DESIGN PROFESSIONAL

Building Permit Application No.

The undersigned design professional has provided signed and sealed construction plans to the Town of Clay (“Town”) on behalf of Micron New York Semiconductor Manufacturing LLC (“Company”) for the above referenced building permit application and hereby requests issuance of a building permit with respect thereto. In furtherance of such request, the undersigned design professional certifies t Town and the Company that:

1. The submitted plans are complete and th

conforms with the requirements of Uniforr ction work proposed therein evention and Building Code, regulations applicable to the cons application (“Applicable Building Co ion by the Code Enforcement Officer if public health, safety or welfare.

4938-3168-6069, v. 1