MEMORANDUM OF UNDERSTANDING

THIS MEMORANDUM OF UNDERSTANDING (the “Agreement”) is entered into as

of the effective date set forth below by and between the DOWNTOWN DEVELOPMENT
AUTHORITY OF THE CITY OF DORAVILLE, a downtown development authority and
public body corporate and politic (the “DDA”) duly created by the Downtown Development
Authorities Law, O.C.G.A. Section 36-42-1, et seq. (the “Act”) and activated by resolution of the
governing body of the City of Doraville, Georgia (the “City”), and LOTUS GROVE, LLC, a
Georgia limited liability company (the “Company”), each a “Party” and collectively the
“Parties.”

RECITALS

A. The transaction contemplated by this Agreement (the “Transaction”) involves the issuance by
the DDA of its economic development revenue bonds in order to acquire land (the “Leased
Land”), improvements (the “Improvements”) and related building fixtures and building
equipment (the “Equipment”) (collectively the “Project”) in Doraville (the “City”), DeKalb
County (the “County”), Georgia, to be leased (the “Lease”) to the Company for use as mixed-
use commercial facilities and an economic development project under O.C.G.A. Sec. 36-62-
2(6)(N).

B. The structure of the Transaction will provide favorable property tax treatment of the
Company’s investment in the Project.

C. The basis for the Transaction is the public benefit that the citizens of the City, the County and
the State of Georgia (“State”) will obtain from such Transaction, and the interests of the public
will be protected through this Agreement that the DDA will require the Company to enter into
in connection with such Transaction.

D. The Transaction is in furtherance of the public purpose of the Act. The Act provides, at
O.C.G.A. Sec. 36-42-2, that the revitalization and redevelopment of the central business
districts of the municipal corporations of this state develop and promote for the public good
and general welfare trade, commerce, industry, and employment opportunities and promote
the general welfare of this state by creating a climate favorable to the location of new industry,
trade, and commerce and the development of existing industry, trade, and commerce within
the municipal corporations of this state; revitalization and redevelopment of central business
districts by financing projects under the Act will develop and promote for the public good and
general welfare trade, commerce, industry, and employment opportunities and will promote
the general welfare of this state; it is, therefore, in the public interest and is vital to the public
welfare of the people of this state, and it is declared to be the public purpose of the Act, so to
revitalize and redevelop the central business districts of the municipal corporations of this state.

E. The Company’s willingness to proceed with the Project is conditioned upon the agreement of
the DDA to enter into this Agreement with a view towards it providing such favorable property
tax treatment described below. But for such favorable property tax treatment, the Company
would not be locating the Project within the territorial boundaries of the City and in its central
business district.

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 AGREEMENTS

1. THE PROJECT.

1.1. Site Plan. The Project has four components or subprojects (each, a “Pod”). The
Pods will be located on the Leased Land as depicted on Schedule 1.1-A attached hereto and
incorporated herein by reference. The Pods are positioned on the Leased Land approximately as
depicted on the site plan attached as Schedule 1.1-B hereto and incorporated herein by reference
(the “Site Plan”). The Project shall conform in all material respects to the Site Plan. Without
limitation, if the Site Plan depicts surface parking or structured parking for a Pod, the Pod will
contain such parking approximately as depicted.

1.2. Development Schedule. In the table contained on Schedule 1.2 attached hereto and
incorporated herein by reference (the “Development Schedule”), the Pods are numbered
according to their numbering on the Site Plan, and for each Pod the Development Schedule
provides, (a) the permitted use of the Pod (provided, that additional commercial multifamily uses
instead of a hotel is permitted for Pod 3 if the DDA grants its approval therefor), (b) outside dates
for the commencement and completion of the construction and installation of its Improvements
and Equipment, and (c) other information specific to each Pod as set forth therein. A closed retail
facility located on Pod 4 will be demolished for purposes of the Project, and the Development
Schedule contains the outside dates related to same. The Development Schedule represents
requirements with which the Company agrees to comply. The Company will also site develop the
entirety of the Leased Land. Unless the context indicates otherwise, references herein to the
“Project” include all Pods.

1.3. Year 1. For all purposes of this Agreement, including, without limitation, any
Schedules and “Exhibits” hereto, for each Pod its “Year 1” shall be the year commencing on
January 1 immediately following the year in which the first permanent certificate of occupancy is
received for the Pod, but in no event later than the outside date therefor set forth in the
Development Schedule. Subsequent Years shall be numbered sequentially.

1.4. Civic Center. Pursuant to the Development Schedule , the Company will provide a
Civic Center for City events and meetings. The space shall be provided by means of a sublease of
a portion of POD 1 (“Civic Center Sublease) from the Company to the DDA, and, should the
DDA and the City so desire, an intergovernmental agreement between the DDA and the City. That
space will be delivered in a warm shell condition (which shall include, HVAC system, drop ceiling,
electrical and exterior demising walls), and no rental fee or other charge shall be made (other than
for a pro rata portion of common area maintenance and services for the space) throughout the
Performance Period (defined below) for Pod 1. However, if for any year there are fewer than 4
such events or meetings, and if the DDA does not after the end of such year cancel the Civic Center
Sublease, the Company shall be entitled at its option to terminate the Civic Center Sublease. It
shall be a Closing Condition in favor of the DDA that the Company and the DDA enter into a
Civic Center Sublease satisfactory in form and substance to the DDA. The DDA hereby finds and
determines that Pod 1 and the Civic Center are each constitutionally authorized for the DDA to
undertake, in that they involve both a public component (i.e., the Civic Center) and a private

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component (i.e., the remainder of the Project) which are integrated so as to promote and develop
the public purposes of trade, commerce, industry, and employment opportunities and the
revitalization and redevelopment of the City’s central business district.

1.5. Standards; Hero Housing Program. The Project shall also comply with Schedule
1.5 attached hereto and incorporated herein by reference regarding the “Standards” and the “Hero
Housing Program,” as defined on said Schedule.

1.6. Bond Structure. In order to acquire the Project, the DDA will initially issue its
revenue bond (the “Series 2020 Bond”) to the Company in exchange for title to the Project as it
then exists. Thereafter, the Company may elect from time to time to subdivide the Project then
leased to it by the DDA. The purpose of such subdivision shall be to separate a Pod from the rest
of the Project being leased to the Company, thereby permitting the further development or
ownership of the separated Pod by the Company or by another developer or owner or the transferee
of the separated Pod. The Company as to such separated Pod, such other developer or owner, or
such transferee are sometimes referred herein to collectively as “Pod Developers” or individually
as a “Pod Developer”. Upon such election, (a) the Series 2020 Bond held by the Company at the
time shall be apportioned such that it relates to the portion of the Project being retained by the
Company (that does not relate to any other Pod Bond), (b) the Pod Developer shall receive a
replacement bond (a “Pod Bond”) relating to the separated Pod, (c) the DDA will issue to the
Company a bond certificate for the Series 2020 Bond reflecting the remaining balance thereof, and
(d) the Company and the Pod Developer shall each receive and enter into replacement Transaction
Documents (defined below) relating to their Bonds. The Series 2020 Bond and the Pod Bonds are
sometimes referred to collectively as the “Bonds” or individually as a “Bond.” All Bonds will be
issued pursuant to a single resolution (the “Bond Resolution”) adopted by the DDA authorizing
their issuance. For the avoidance of doubt, (i) the Company may develop the Project leased to it at
the time without the necessity of a Pod Bond being issued, and (ii) only the Series 2020 Bond may
be apportioned to create Pod Bonds. Upon issuance of the Series 2020 Bond, (A) the respective
ownership interests in the Project and its Pods of the Company and the Pod Developers,
respectively, shall be evidenced by ownership of the Bonds and related Definitive Documents,
respectively, (B) there may be no fewer than one Bond (including the Series 2020 Bond), nor more
than four Bonds (including the Series 2020 Bond), outstanding at any one time, and (C) the
issuance of 3 Pod Bonds does not result in the Series 2020 Bond becoming a Pod Bond.

1.7. Total Project Costs. “Total Project Costs” include all reasonable costs, fees and
expenses incurred by the Company in connection with the investment in the Project and the
issuance of the Bonds. The Company will be responsible for any costs of or related to the Project,
including, without limitation, those related to any change orders or cost overruns, to the extent that
the Bond proceeds are not available or are not sufficient to pay such costs.

1.8. Need for Assistance; Property Tax Savings; Limitations.

1.8.1. Pursuant to the legislative findings contained in Section 1.14, below, the DDA has
determined that the provision of property tax savings to enable the Project to go forward is
necessary and justified. Accordingly, the Transaction is structured such that the Company will pay
no actual taxes on its leasehold interest in the Project, resulting in property tax savings to the
Company, such property tax savings being reduced by the payments in lieu of taxes (and in the

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case of the within-named Company, by administrative payments) required by this Agreement.
Such net property tax savings are referred to sometimes herein as “Property Tax Credits.”
Property Tax Credits are available to a lessee of the DDA as allocated pursuant to Section 1.8.2,
below, on a dollar for dollar basis provided, that such Property Tax Credits shall not exceed
$41,135,000 in the aggregate for all lessees.

1.8.2. Property Tax Credits shall be allocated by the Company to itself as lessee of the
DDA or to one or more Pod Developers (including the Company, if that is the case) as lessees of
the DDA.

1.8.3. No further Property Tax Credits shall be available for any reason once the total
Property Tax Credits that are actually received by all lessees amount to at least $41,135,000. In no
event shall any Property Tax Credits be available after the first to occur of the following: the
expiration or termination ofwith respect to a lessee’sparticular lease, or the end of Year 25.

1.8.4. When a Pod Bond is issued, the Transaction Documents for the Company and the
Pod Developer shall reflect the allocation of Property Tax Credits by the Company and the above
restrictions as appropriate.

1.9. Closing. As used herein, the “Closing” is the event at which the Series 2020 Bond
is issued, and the other transactions contemplated herein are consummated. References herein to a
“Closing Condition” are to the optional right of a Party hereto, based on a Closing Condition, to
exercise a right provided herein in its favor and to avoid the Closing and terminate this Agreement
as provided in Sections 5.4 and 5.5, respectively, below. In connection with the issuance of the
Series 2020 Bond, the signatories hereto will also enter into an Economic Development Agreement
(“EDA”) to reflect any amendments hereto agreed to prior to Closing (or to reflect that there are
no such amendments).

1.10. The Leased Land. The Leased Land is more particularly described on Schedule 1.1
hereto. The Site Plan depicts the proposed boundaries of the Pods and the Company warrants that
such depiction is substantially final and usable for purposes of this Agreement. The metes and
bounds legal description of the Leased Land as depicted on the Site Plan shall be provided by the
Company to the DDA prior to its adoption of the Bond Resolution and shall be used for purposes
of the initial Transaction Documents. It shall be a Closing Condition in favor of the DDA that it
be satisfied with all matters related to the Leased Land, including, without limitation, the title
thereto, any survey and subdivision plat thereof provided to the DDA prior to Closing,
encumbrances thereon, the condition thereof, and its acquisition thereof. Prior to the issuance of
the first Pod Bond, the Company shall at its expense cause the subdivision of the Leased Land into
separate legally subdivided parcels substantially as depicted as the Pods shown on the Site Plan,
and provide the DDA with a copy of the filed subdivision plat creating such parcels, along with
the metes and bounds legal descriptions for the Leased Land and for each Pod. Such plat and legal
descriptions must be satisfactory to the DDA. Real estate documents of record for the Project shall
be amended of record as and if necessary to reflect such plat and legal descriptions.

1.11. Environmental. Prior to transfer of the Leased Land to the DDA, the Company
shall provide to the DDA, at the Company’s expense, an environmental site assessment report (the
“Phase I Report”) that summarizes the results of an environmental site assessment (the “Phase I

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Assessment”) of the Leased Land. The Phase I Assessment shall have been conducted by an
environmental engineering or consulting firm reasonably acceptable to the DDA and shall be dated
less than 180 days prior to the Closing. In addition, the Phase I Report and the Phase I Assessment
shall comply with ASTM International Designation E1527-13, “Standard Practice for
Environmental Site Assessments: Phase I Environmental Site Assessment Process,” as the same
may be amended, modified or supplemented from time to time. The Phase I Report shall expressly
authorize reliance on its contents, including its conclusions and any recommendations for further
assessment, by both the Company and the DDA. If the Phase I Report contains a recommendation
for further assessment, or if additional assessment or investigation is reasonably requested by the
DDA, the Company shall, at its own expense, commission such further assessment (the “Phase II
Assessment”). Any Phase II Assessment shall be performed by an environmental engineering or
consulting firm reasonably acceptable to the DDA, be conducted and provided to the DDA less
than 180 days prior to the Closing, and comply with ASTM International Designation E1903-11,
“Standard Practice for Environmental Site Assessments: Phase II Environmental Site Assessment
Process,” as the same may be amended, modified or supplemented from time to time (the “ASTM
Phase II Standard”). Any report prepared to summarize the results of such Phase II Assessment
shall be prepared in accordance with the ASTM Phase II Standard, be dated less than 180 days
prior to the Closing, and expressly authorize both the Company and the DDA to equally rely on
its contents, including its conclusions. The DDA’s satisfaction with the Phase I Assessment and
any Phase II Assessment conducted pursuant to this Section 1.5, together with the DDA’s
satisfaction with the environmental condition of the Leased Land, shall be conditions precedent to
the conveyance of such Leased Land to the DDA. Without limitation, no deed shall be deemed
accepted by the DDA if such conditions precedent have not been satisfied as to such conveyance.

1.12. Development of the Project.

1.12.1. Utilities. The Company shall be responsible for the delivery of adequate
water, sewer, natural gas, and electricity to the Leased Land.

1.12.2. Design. The Company shall be responsible for the design of the Leased
Improvements and the selection of the Leased Equipment, respectively.

1.12.3. Construction, Generally. The Company will be responsible for the

construction of the Leased Improvements. Without limitation, the Company will select the
contractor (the “Contractor”) for such construction and enter into an agreement, as
principal and not as agent of the DDA, with the Contractor for the construction of the
Improvements. The Leased Improvements shall be constructed in compliance with
applicable laws, including applicable zoning laws, building codes, environmental laws and
other restrictions.

1.12.4. Acquisition and Installation of Personal Property. The Company will be

responsible for the acquisition and installation, as principal and not as agent for the DDA,
of the Leased Equipment, including, without limitation, payment of the costs thereof.

1.12.5. Permitted Exceptions. Without limitation, the Company shall keep the
Project free and clear of all liens and encumbrances attributable to the Company, except
for Permitted Exceptions, and shall in any event indemnify, hold harmless and defend the

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 DDA and its respective directors members, officers, employees and representatives from
any claim, liability or loss arising out of or related to any such lien or encumbrance
(Permitted Exceptions and others), provided, that said indemnity shall not apply in the case
of any particular indemnitee to any claim, loss or liability which is the result of the gross
negligence or willful misconduct of such indemnitee. Said indemnity shall survive the
expiration or earlier termination of this Agreement. As used herein, “Permitted
Exceptions” shall be defined as the Definitive Documents, any superior encumbrances or
superior security documents permitted by the Definitive Documents, and any liens,
encumbrances, exceptions or other matters of record at the time of each Closing and all
matters set forth on any survey provided to the DDA or otherwise specified in this
Agreement as being acceptable, or defined as such in the Lease.

1.13. Indemnity by the Company. The Company shall indemnify, hold harmless and
defend the DDA and its directors, members, officers, employees and representatives from and
against any and all loss, liabilities and claims (including, without limitation, liens and
encumbrances resulting from construction and installation activities) that may arise out of or relate
to: (a) any act or omission by or attributable to the Company or its vendors, contractors or
subcontractors, agents, employees or representatives, related to the Project; or (b) this transaction,
including the Bonds or the issuances thereof, or the ownership or operation of the Project. The
indemnity contained in this Section 1.13 shall not apply in the case of any particular indemnitee to
any claim, loss or liability which is the result of the gross negligence or willful misconduct of such
indemnitee. Said indemnity shall survive the expiration or earlier termination of this Agreement.
The DDA shall be entitled to receive information from the Company as it may reasonably request,
including, without limitation, the Company’s financial statements compiled (or, if required by the
DDA, audited) by the Company’s Certified Public Accountant, in order to determine that the
financial capability of the Company is sufficient for purposes of the indemnification provisions of
this Agreement and of the hereinafter described Definitive Documents in favor of the DDA. It
shall be a Closing Condition in favor of the DDA that it be reasonably satisfied with such financial
capability.

1.14. Legislative Findings. After careful study and investigation of the nature of the
Project, the DDA hereby finds and determines that,

1.14.1. The Project is located within the area of operations of the DDA (this being
the downtown development area) and constitutes a project which the DDA is authorized to
carry out by the Act, which defines its powers and purposes.

1.14.2. The Project will promote the objectives of the Act.

1.14.3. It is in the public interest to approve this Agreement in order to induce the
Company to incur its obligations hereunder.

1.14.4. The Project will promote the revitalization and redevelopment of the City’s
central business district, thereby developing and promoting for the public good and general
welfare trade, commerce, industry, and employment opportunities and promoting the
general welfare of the State of Georgia (the “State”).

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 1.14.5. The Public Benefit (defined below), including the economic benefits that
will inure to the City, the DDA and the State from the Project and the operation thereof,
and from the taxes to be paid by the Company and the Pod Developers, and by tenant(s) or
user(s) of the Project (the foregoing collectively, the “Private Parties”), will be equal to
or greater than the benefits to be derived by the Private Parties. Therefore, the transactions
contemplated hereby do not violate the prohibition in the Georgia Constitution on the
payment by public bodies of gratuities to private sector persons or entities.

1.14.6. Prior efforts to redevelop the Leased Land by private developers have not
gone forward. Accordingly, the DDA, the City and their citizens have been deprived of the
Public Benefits which, therefore, the DDA finds and determines to be unobtainable but for
this Project. Further, this Project is in need of the Property Tax Credits in order to go
forward, such need having been demonstrated to the satisfaction of the DDA by such
matters as the exceptional costs to be incurred by the Company in going forward and
carrying out the Project. Schedule 1.14.6 attached hereto and incorporated herein by
reference contains a listing of such exceptional costs.

1.14.7. Therefore, this Agreement and the Project are authorized by the Act and
the Constitution of the State.

1.15. Public Benefit. After careful study and investigation of the nature of the Project,
the DDA hereby further finds and determines that the public benefit to be received by the DDA,
the City and the County and their citizens from this Agreement and the Transaction (the “Public
Benefit”) includes, without limitation, the following:

1.15.1. The agreement of the Company to construct and operate the Project in the
City, over time will result, among other things, in positive direct and indirect public
revenues to the City and the County from the Project, even after taking into account the
above mentioned favorable property tax treatment, in addition to economic benefits to their
citizens, as evidenced by the Project’s “Economic and Fiscal Impact Analysis” provided to
the DDA by the Company.

1.15.2. The Project will accomplish the redevelopment of an area much in need of
rehabilitation and will further benefit the City and its citizens by dramatically changing the
landscape, visibility and profile of the existing development, which now contains a vacant
retail facility. The City will also receive the benefit of the demolition of such facility
pursuant to this Agreement, which will contribute to the revitalization and redevelopment
of its central business district.

1.15.3. The Project will create employment opportunities for citizens of the City.

1.15.4. The residential occupants of the multi-family units, the visitors to the retail
and commercial spaces and the visitors to the hotel will provide a significant economic
boost to the City, especially its downtown area.

1.15.5. The Project will provide the City with much needed meeting space at the
Civic Center in Pod 1.

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 1.15.6. The Project will conform to the Standards, thereby diversifying housing
and commercial space available in the City and promoting the revitalization and
redevelopment of the City’s central business district.

1.15.7. The Project will contain the Hero Housing component, thereby facilitating
the security of its residents and of the neighborhood and promoting the revitalization and
redevelopment of the City’s central business district.

1.15.8. Pod 1 of the Project will contain an amenity space that will promote the
redevelopment and revitalization of the City’s central business district by being open for
use by visitors to the Project.

1.15.9. Undeveloped Pods shall be used for parking or kept in a natural vegetative
state and shall remain open and available to the public, thereby providing a benefit to the
public and inducing the revitalization and redevelopment of the City’s central business
district.

1.16. City Approvals. It shall be a Closing Condition that the Company has diligently
submitted and applied to the appropriate governmental body for all the requisite governmental
approvals for the land use for each Pod, as such use is currently contemplated and to the extent
that the Development Schedule contemplates the same being done by Closing.

2. FINANCING OF THE PROJECT.

2.1. Series 2020 Bond. In order to establish the bond-financed sale-leaseback structure
that is necessary for the provision of the favorable property tax treatment for the Project, the DDA
shall issue the Series 2020 Bond. The Company shall be responsible for the sale of such Bond,
which shall be issued in one series and sold to the Company (in such capacity, the “Bond
Purchaser”) in exchange for the Project as it then exists pursuant to a bond purchase agreement
(“Bond Purchase Agreement”) among the DDA, the Company and the Bond Purchaser. It shall
be a Closing Condition in favor of both the DDA and the Company that each of them be satisfied
with the Bond Purchase Agreement.

2.2. Maximum Principal Amount of Series 2020 Bond. Without limitation, the
maximum principal amount of the Series 2020 Bond shall in the aggregate accommodate Total
Project Costs for the Project, including all Pods. Such accommodation shall be made through
structuring such Bond as a draw-down bond with an initial maximum principal amount that is
currently estimated at $120 million. For the avoidance of doubt, after the issuance of a Pod Bond,
the maximum principal amount of all Bonds outstanding at any one time shall not exceed in the
aggregate the initial maximum principal amount of the Series 2020 Bond.

2.3. Transaction Costs. The Company shall be responsible for all transactional costs of
the issuance of the Series 2020 Bond and other matters related thereto, provided that such costs
shall be subject to the Company’s approval, which shall not be unreasonably withheld. Cash
proceeds of such Bond, if any are available for such purpose, may be used to pay such costs or to
reimburse the Company for transaction costs previously paid by it (progress billing shall apply
prior to issuance of each Bond). Such transaction costs include, without limitation: (i) reasonable
legal fees and disbursements of Bond Counsel related to the issuance of such Bond and the

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preparation and distribution of this Agreement and of transcripts; (ii) the reasonable fees and
disbursements of the DDA’s Issuer’s Counsel related to the Transaction; (iii) the court costs
relating to validation of such Bond and recording and filing fees; and (iv) the DDA’s financing
fees provided for on Schedule 2.3 attached hereto and incorporated herein by reference. In
addition, the Company shall pay or reimburse the DDA for all other reasonable third-party costs
incurred by the DDA in connection with its approval of this Transaction, including, without
limitation, any fees of a consultant or consultants for the preparation of a tax generation model, for
financial advisory purposes, for environmental engineering, or for other purposes reasonably
related to the Project. Similar provisions shall apply to the issuance of each Pod Bond except that
individual validation of a Pod Bond is not required.

2.4. Tax Status of the Bond. The interest on the Bonds will not be exempt from federal
income taxation.

2.5. Roles of Counsel. The law firm of Seyfarth Shaw LLP, Atlanta, Georgia, counsel
to the DDA, shall serve as Bond Counsel, and as the DDA’s Issuer’s Counsel, in connection with
the issuance of each Bond. Counsel for the Company shall be a law firm selected by the Company,
or in-house counsel to the Company, which attorney or firm thereof shall provide a customary
legal opinion regarding the Company’s organization, existence and good standing, and the
enforceability and due authorization, execution and delivery of the Definitive Documents.

2.6. Repayment of the Bond. The Company shall be responsible for the repayment of
the Series 2020 Bond, which may be accomplished constructively or by book-entry. Without
limitation, no Bond shall be a general obligation of the DDA, but shall be a special and limited
obligation payable solely from the payments received under the related Lease and other pledged
security. Neither the DDA, the City, the State, nor any other public body shall have any obligation
or liability for repayment of any Bond.

2.7. The Lease. The DDA and the Company shall enter into a Lease of the Project at the
Closing. The Lease shall contain terms and provisions substantially of the type normally included
in bond leases between governmental “conduit” bond issuers and users of bond-financed property.
Such Lease shall provide for the Company to pay “Basic Rent”; i.e., rent equal to debt service on
the Series 2020 Bond, which shall be applied to such payment. The Lease shall also provide for
the payment to the DDA of rent (“Additional Rent”) in an amount sufficient to reimburse the
DDA for all out-of-pocket expenses and advances reasonably incurred by the DDA thereunder
subsequent to the execution of the Lease. Such Lease shall grant to the Company the option, at any
time, to prepay Basic Rent in the amount needed to retire such Bond which may be accomplished
by surrendering the Bond for cancellation. Such Lease will be a triple net type lease. The term of
such Lease (“Lease Term”), shall allow sufficient time for the Savings Schedule. Notwithstanding
the foregoing and any other provision hereof, the Lease Term shall, if not previously terminated,
expire and terminate at the end of the year in which the DDA gives the Flip Determination Notice
(defined below), in connection with which, the Company may exercise the related Purchase Option
on and subject to the terms and conditions hereof and shall in any event accomplish the redemption
or early repayment of such Bond. Pursuant to such Lease, the Company will be responsible, during
the Lease Term, for the Project’s costs of operation and maintenance, insurance (including
property and liability insurance), in amounts customary and reasonable, and (subject to Section
3.2) taxes. Such Lease shall provide customary and reasonable requirements for indemnification

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of the DDA, its members, officers, employees and representatives against any claims, liabilities or
losses relating to such Bond, the Project or the Company’s operations thereat, or to environmental
claims relating to the Project, regardless of whether any environmental claim is based on facts or
circumstances first existing before or after the Closing, and regardless, without limitation, of
whether any such claim relates to any period prior to the Company’s own acquisition of the Leased
Land, provided, that said indemnity shall not apply in the case of any particular indemnitee to any
claim, loss or liability which is the result of the gross negligence or willful misconduct of such
indemnitee. Such Lease will contain appropriate provisions defining defaults by the parties and
providing appropriate remedies

2.8. Purchase Option. Subject to the provisions of the Bond Purchase Agreement, the
DDA, in the Lease related to the Series 2020 Bond or by separate instrument, shall grant the
Company the option to purchase the Project or a portion of the Project (each a “Purchase
Option”), to the extent that the DDA holds title thereto at any time, exercisable for an option
exercise price of $10 plus any Basic Rent, Additional Rent, Recovery Payments (defined below)
or any other amounts due to the DDA that must be paid at such time (including, without limitation,
all payments owed under the Definitive Documents), and if all of such Bond has not theretofore
been retired and such portion is the last portion of the Project, then the Company shall cause such
Bond to be retired or canceled. The Company may exercise its Purchase Option under this Section
2.8 regardless of whether, at the time of the attempted exercise of such Purchase Option, the
Company is in monetary default under such Lease, provided that it must cure any such monetary
default prior to closing under the Purchase Option (unless such default is waived by the DDA). If
the Company purchases the Project or a portion thereof pursuant to an exercise of the Purchase
Option, the DDA shall convey title to the Project or portion to the Company by limited warranty
deed, “as is and where is,” subject, without limitation, to Permitted Exceptions and to any
encumbrances created by the act or omission of the Company.

2.9. Definitive Documents; Transaction Documents. The term “Definitive Documents”

initially means and includes the Bond Resolution and the Series 2020 Bond and its related
“Transaction Documents,” these being its Lease, EDA, Bond Purchase Agreement, deed to
secureAssignment and security agreementSecurity Agreement, and any other related documents
necessary to implement the Transaction. The Definitive Documents shall be prepared by Bond
Counsel and shall be subject to the approval of the DDA, the Company, and the Bond Purchaser
and the legal counsel thereof. The Parties agree to negotiate in good faith to establish the terms
and conditions to be included in the Definitive Documents. It shall be a Closing in favor of each
of the Company and the DDA that they reach an agreement on such terms and conditions. When
a Pod Bond is issued and the apportionment process described in Section 1.6, above, takes place,
the Company’s Transaction Documents shall be canceled and replaced with two new sets of
Transaction Documents, one for the Company relating to the Series 2020 Bond as apportioned,
and one set for the Pod Developer relating to its new Pod Bond. The documentation for the
apportionment shall be created by Bond Counsel at the expense of the Company or the Pod
Developer. The Bond Resolution shall remain in full force and effect and shall apply to all Bonds.
Once a Pod Bond is issued, “Definitive Documents”, in the case of each Bond outstanding, refers
to the Bond Resolution and such Bond, and its related Transaction Documents.

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 2.10. Transfers.

2.10.1. Transfer of this Agreement. Prior to a Closing, the Company may assign
this Agreement and its interests herein, as such Agreement and interest relate to a particular
Pod, to a special purpose entity Affiliate of the Company that is a Qualified Real Estate
Investor or Institutional Investor, each as defined below by a partial assignment. The
effectuation of any such partial assignment shall be by means of a post- Closing subdivision
of the Project as provided above. Without limitation, no Bonds shall be issued at Closing
except to the Company. Otherwise, there shall be no assignment of this Agreement prior
to Closing.

2.10.2. Transfer of the Project, the Lease and the Other Definitive Documents by
the Company. Except as expressly provided in this Section 2.10.2, after the Closing the
Company may not, without the prior written consent of the DDA, assign its interests and
rights under the Lease or other Definitive Documents or sublease all or any part of the
Project. However, the Lease and the other Definitive Documents may be assigned in whole
or in part without the consent of the DDA in the event (i) the assignee is an Affiliate of the
Company having net worth reasonably acceptable to the DDA, or (ii) the Company
consolidates with or merges into another domestic entity or permits one or more domestic
legal entities to consolidate with or merge into it or the Company transfers or conveys all
or substantially all of its assets to another domestic legal entity, but only on the condition
that the assignee legal entity or the legal entity resulting from or surviving such merger or
consolidation (if other than the Company) or legal entity to which such transfer is made is
then solvent and, in the case of either (i) or (ii), the assignee shall expressly assume in
writing and agree to pay and to perform all of the Company’s obligations under the
Definitive Documents.

The foregoing notwithstanding, the Company may assign its interest in the
Project, the Lease and the other related Definitive Documents pursuant to an Exempt
Assignment (defined below) without the approval of the DDA; provided that, any assignee
of the Company shall agree to fully and unconditionally assume all obligations of the
Company arising under such Lease and such other Definitive Documents, including,
without limitation, all indemnity provisions contained in the Lease. Such assumption may
be limited to matters first arising from and after the date of the assignment, provided that
the assignor and assignee have received prior written confirmation from the DDA that the
DDA is satisfied that the Company will have the financial capability thereafter to satisfy,
and will continue to satisfy, its continuing indemnification obligations. Without limitation,
the DDA may condition its satisfaction with such financial capability upon the Company
providing surety satisfactory to the DDA.

The Company shall furnish the DDA, not more than 15 business days
following such assignment, written notification of the name, address an appropriate contact
person for such assignee, together with a description of such assignment transaction.

Any provision hereof to the contrary notwithstanding, any assignment of

this Agreement, the Project, the Lease or the other Definitive Documents, shall be
further subject to the following conditions:

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 (1) no assignment shall relieve the assignor from primary liability for its
obligations under the assigned documents or instruments accruing prior to the
date of such assignment unless the assignor shall have obtained the consent (i)
of the DDA and (ii) after the issuance of the Bond, of the holder of the Bond;
provided, however, in connection with such an assignment, the assignor shall be
automatically released from all liabilities and obligations accruing under the
assigned documents or instruments after the effective date of such assignment if
(x) the DDA approves any such assignment or (y) such assignment or other
transactions are otherwise permitted hereunder and the assignee assumes such
liabilities and obligations;

(2) the assignor shall, within 15 days after the delivery thereof, furnish or cause
to be furnished to the DDA and (after the issuance of the Bond) to the holder of
the Bond a true and complete copy of each such assignment, together with any
instrument of assumption; and

(3) the Lease may only be assigned to a person or entity that is also the holder
of the Bond, so at all times the lessee under the Lease and the holder of the Bond
will be the same (except for a permitted pledge of the Lease).

(a) An “Exempt Assignment” means any of the following assignments:

(i) Any bona fide mortgage or leasehold mortgage;

(ii) The acquisition by any mortgagee or leasehold mortgagee or

its designee of the leasehold interest through the exercise of any right or
remedy of such mortgagee or leasehold mortgagee under a bona fide
mortgage or leasehold mortgage, including any assignment of the leasehold
interest to a mortgagee or the leasehold mortgagee or its designee made in
lieu of foreclosure;

(iii) Any foreclosure sale by any mortgagee or leasehold

mortgagee pursuant to any power of sale contained in a bona fide mortgage
or leasehold mortgage;

(iv) Any sale or assignment of the leasehold interest by any

mortgagee or leasehold mortgagee (or its designee) which has acquired the
leasehold interest by means of any transaction described above;

(v) Any sale or assignment of the leasehold interest to any

Qualified Real Estate Investor; and

(vi) Any sale or assignment of the leasehold interest to any

person if (a) the proposed assignee provides Adequate Financial Assurance
of the payment of rent and other financial obligations under the Lease being
assigned for the period the proposed assignee is the lessee under such Lease,
and (b) the proposed assignee has sufficient commercial real estate

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 experience to properly manage, or oversee the management of, the related
Pod.

(b) “Qualified Real Estate Investor” means any of the following:

(i) Any Institutional Investor; or

(ii) Any person or entity domiciled within the United States of

America and having a minimum net worth of $10,000,000 (either itself or
in its direct or indirect constituent members or partners), as certified by a
reputable firm of certified public accountants, provided such person or
entity has sufficient commercial real estate experience to properly manage,
or oversee the management of, the Pod or Pods related to the subject
transaction.

(iii) Any partnership having as a general partner any person or

entity described in (ii) above, or any corporation, limited liability company
or other person or entity controlling, controlled by or controlled with any
person or entity described in (ii) above.

(c) “Institutional Investor” means any of the following persons:

(i) Any savings bank, savings and loan association, commercial

bank, or trust company having shareholder equity (as determined in
accordance with GAAP accounting) of at least $50,000,000;

(ii) Any college, university, credit union, trust or insurance

company having assets of at least $50,000,000;

(iii) Any employee benefit plan subject to ERISA having assets

held in trust of $50,000,000 or more;

(iv) Any pension plan established for the benefit of the

employees of any state or local government, or any governmental authority,
having assets of at least $50,000,000;

(v) Any limited partnership, limited liability company or other

investment entity having either (A) total assets under ownership or
management of at least $50,000,000, or (B) committed capital of at least
$50,000,000;

(vi) Any corporation, limited liability company or other Person

having shareholder equity (or its equivalent for non-corporate entities) of at
least $50,000,000;

(vii) Any lender of substance which performs real estate lending

functions similar to any of the foregoing, and which has assets of at least
$50,000,000; and

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 (viii) Any partnership having as a general partner or as an investor
limited partner any person or entity described above, or any corporation,
limited liability company or other person or entity controlling, controlled
by or controlled with any person or entity described above.

(d) For purposes of this Section, the term “Adequate Financial Assurance”
means a guaranty of payment of the rent and other financial obligations of Company under
the Lease, including, without limitation, the indemnity obligations of the Company, made
by a Qualified Real Estate Investor or Institutional Investor for the period of time that the
proposed assignee is the Company under the Lease.

(e) As used herein, “Affiliate” means any person or entity (as used herein
“entity” includes, without limitation, any public body) that directly, or indirectly through
one or more intermediaries, controls, is controlled by or is under common control with, a
specified person or entity. As used herein, the term “control” of a person or entity means
the possession, directly or indirectly, of the power: (A) to vote 10% or more of the voting
securities of such person or entity (on a fully diluted basis) having ordinary power to vote
in the election of the governing body of such person or entity, or (B) to direct or cause the
direction of the management or policies of a person or entity, whether through the
ownership of voting securities, by contract or otherwise.

2.11. Statutory Compliance. The Act requires, and the Lease will provide, that the
Company must operate the Project at all times as a “project” permitted by the Act. Therefore, in
the event that the Company proposes to convert any part of the Project to a use that is not permitted
by the Act or the related Definitive Documents, then, in order for the Company to do so, the
Company must exercise the related Purchase Option and thereby remove such part from ownership
by the DDA, whereupon the Savings Schedule shall no longer apply to such removed property.

3. PROPERTY TAX SAVINGS.

3.1. Purpose of Incentives. In order to induce the Company to locate the Project in the
City’s downtown development area, the following economic inducements will be provided for the
Project by the DDA.

3.2. Basis for Savings. Pursuant to the Act, under which the DDA was created and
exists, the DDA will pay no ad valorem property tax on the property comprising the Project. The
Parties agree that the Lease shall be structured so that the Company’s leasehold interest in the
Project is a mere usufruct, or, as to personal property, a nontaxable bailment for hire, and not a
taxable estate for years. Thus, while the Lease is in effect, the Company shall pay no actual taxes
on its leasehold interest in the Project. The Company shall, however, make the payments in lieu of
taxes required by Schedule 3.2 attached hereto and incorporated herein by reference (the “Savings
Schedule”).

3.3. Other Property. The Company shall pay normal ad valorem property taxes with
respect to property it owns which is not titled to the DDA in connection with the issuance of the
Series 2020 Bond.

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 3.4. Reversion to Normal Taxability. If any Purchase Option is exercised upon
termination of the Lease or earlier, in whole or in part, or if the Lease is otherwise terminated or
expires, the Project (or the portion of the Project so purchased pursuant to an exercise of a Purchase
Option) will be taxable according to normal ad valorem property taxation rules that are applicable
to privately owned property.

3.5. Board of Tax Assessors. The provisions of this Agreement relative to the
assessment and taxability of the Project for ad valorem property tax purposes shall be the
obligation and responsibility of the Board of Assessors (and not of the City, the County or the
DDA). It shall be a Closing Condition in favor of both the DDA and the Company that the
validation order for the Bonds become final by December 31, 2020, and specifically adjudge that
the Company has no taxable interest in the Project, as contemplated in this Agreement.
Nonetheless, the Parties acknowledge that the DDA has no control over the administration of the
property tax laws of the State, and shall have no responsibility for adherence by the taxing
authorities to such validation order. Rather, the Company shall indemnify, hold harmless and
defend the DDA, its members, directors, officers, employees, and representatives from and against
any claim, liability or loss related to the imposition of property taxes or assessments on the Project.
Said indemnity shall not apply in the case of any particular indemnitee to any claim, loss or liability
which is the result of the gross negligence or willful misconduct of such indemnitee. Said
indemnity shall survive the expiration or earlier termination of this Agreement.

4. GOALS.

4.1. Inducement. The Company agrees to locate the Project in the City, within the
jurisdiction of the DDA, provided, that nothing herein contained shall obligate the Company to
make any particular level of investment or create any particular number of jobs. Rather, the
Company’s responsibilities regarding such matters shall be governed exclusively by Section 4.2,
below. However, the Project shall conform in all material respects to its description in this
Agreement, including, specifically, the Development Schedule , the Standards, the Hero Housing
Program and the Site Plan. The Company’s agreement to locate the Project in the City would not
be possible but for the incentives being provided by the DDA in connection with each Lease and
each EDA. Such incentives are being provided to induce the Company to locate the Project in the
City, in order to obtain the Public Benefit, which constitutes valuable, non-cash consideration to
the DDA and the citizens of the City and of the State. The Parties acknowledge that the incentives
provided for in this Agreement serve a public purpose through the job creation and investment
generation represented by the Project. The Parties further acknowledge that the cost/benefit
requirements applicable to the DDA in the course of providing such incentives dictate that some
measure of recovery must be applied in the event that the Public Benefit does not for any reason
fully materialize.

4.2. Investment Goal. For purposes of this Agreement, for the period prescribed as the
Performance Period on the Goals Table (the “Goals Table”) included on the “Incentives
Schedule” attached as Schedule 4 hereto and incorporated herein by reference (such period, for
each Pod, the “Performance Period”), the Company shall have an “Investment Goal” of new
investment (cumulatively) being made by the Company and/or Pod Developers in the Project in
the amount of at least $80 million in the aggregate. Through Recovery Payments (defined below),
there shall be accountability for the attainment of the Investment Goal, on a Pod by Pod basis, in

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each year of the “Performance Period” as provided on the Goals Table contained in Schedule 4,
attached hereto and incorporated herein by reference. Schedule 4.2 attached hereto and
incorporated herein by reference provides rules that shall apply to satisfying the Investment Goal.

4.3. Investment Shortfall Percentage. If, for any year in the Performance Period, the
cumulative amount of new capital investment by the Company and/or Pod Developer, as
appropriate, at each Pod is less than the Investment Goal for such Pod that is applicable to that
year, the actual amount of such investment shall be subtracted from the applicable Investment Goal
to obtain the “Investment Shortfall” for the Pod. The amount of investment constituting the
Investment Shortfall shall be divided by the applicable Investment Goal and converted to a
percentage to determine the “Investment Shortfall Percentage” for such Pod. If there is no
shortfall, such percentage shall be 0%.

4.4. Annual Report. On or before March 1 of each year (each, an “Annual Report
Year”) following a year that is in the Performance Period for a particular Pod, the Company shall
provide to the DDA an Annual Report for such Pod for the preceding calendar year. Each Annual
Report shall be in substantially the form of Schedule 4.4 attached hereto and incorporated herein
by reference, as revised for the matters being reported. Each Annual Report shall (a) contain a
statement as to the investment by the Company for purposes of this Agreement and for the
immediately preceding year (each, an “Annual Report Year”), using the methodology prescribed
herein and (b) contain a calculation and statement of the Investment Shortfall Percentage, if any.

4.5. Recovery Payments. If an Annual Report shows that, for the immediately preceding
Annual Report Year, there is an Investment Shortfall Percentage that is greater than 20%, then, the
Company, in such Annual Report, shall calculate the amount of the “Recovery Payment” as
described in Schedule 4, and shall pay the same to the DeKalb County Tax Commissioner at the
time the Annual Report is filed, all pursuant to and as defined in the Goals Schedule. If the
Investment Shortfall Percentage is 20% or less, there shall be no Recovery Payment due. With its
Annual Report, the Company shall include proof of such payment satisfactory to the DDA.

4.6. Failure to File Report and Make Required Payments. If the Company fails to pay
any Recovery Payment when due, interest shall be paid by the Company thereon at the rate of 8%
per annum (or such lesser rate as may be allowed by law) until paid. The Company shall indemnify
the DDA or the Tax Commissioner of DeKalb County, as applicable, for all costs of enforcement,
including any court costs and reasonable and actual attorneys’ fees and court costs.

4.7. Inspection Rights. No more often than once per year, the DDA and its agents shall
be permitted to inspect records of the Company upon no less than ten (10) days’ notice, solely
related to the records pertaining to the Investment Goal related to each Pod, to verify such
information during normal business hours and upon reasonable notice. The Company may
reasonably redact such records to protect the confidentiality of the Company, its employees or its
customers, and to comply with all applicable legal limitations.

4.8. Substantial Failure. The Company further acknowledges and agrees that the failure
of the Company (or a Pod Developer, if the Pod is then leased by the DDA to a Pod Developer) to
achieve any one of the milestones on the Development Schedule applicable to a particular Pod on
or before the related deadline or outside date for same provided on the Development Schedule,

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subject to “Force Majeure” (as such term is defined below), as provided herein, or to construct,
equip, install, operate and maintain a particular Pod in compliance in all material respects with the
requirements (including as applicable and without limitation, as regards the Standards and the Hero
Housing Program) of this Agreement (each a “Substantial Failure”), subject to “Force Majeure”,
as provided herein, will constitute sufficient basis for the DDA, in its sole discretion, to suspend
future utilization, in whole or in part, of the Savings Schedule as it applies to a the particular Pod
deemed to have a Substantial Failure, and to increase the amounts payable by the Company (which
the Company agrees to pay) with respect to such Pod under the Savings Schedule as payments in
lieu of taxes from time to time, in any increment that the DDA sees fit in its sole discretion, up to
100% of normal taxes on such Pod for the remaining term of the related Lease, provided that the
DDA likewise may, in its sole discretion, from time to time, in any increment that the DDA sees
fit, rescind any such increase. For the avoidance of doubt, (i) amounts paid as Recovery Payments
and administrative payments with respect to a Year shall be taken into account in determining the
amount of any increased payments in lieu of taxes due from the Company for such Year, and (ii)
in no event shall the sum of a Recovery Payment with respect to a Year, together with the payments
in lieu of taxes for the same Year, exceed the amount of normal ad valorem property taxes for such
Year.

4.9. Force Majeure. For purposes of this Agreement, the term “Force Majeure” shall mean
the following: a general banking moratorium shall have been declared by federal or Georgia
authorities, or a major financial crisis or a material disruption in commercial banking shall have
occurred (but Force Majeure does not include a mere inability to obtain financing); acts of God;
strikes, lockouts or other industrial disturbances; acts of public enemies; orders of any kind of the
government of the United States of America or of the State of Georgia or any of their departments,
agencies, political subdivisions or officials, or any civil or military authority; insurrections; riots;
epidemics; landslides; lightning; earthquakes; fires; hurricanes; storms; floods; washouts;
droughts; arrests; restraint of government and people; civil disturbances; explosions; breakage or
accident to machinery, transmission pipes or canals; partial or entire failure of utilities; or any
other event not within the control of the Company provided that the Company demonstrates that
there is no alternative means for performing under this Agreement, notwithstanding such event
listed above or other event. Without limitation, increased costs or other difficulties in performing
are not sufficient to constitute Force Majeure, and in no event shall the Company claim Force
Majeure in order to protect the Company against the normal risks of contracting. The Company
agrees, however, to use its reasonable efforts to remedy with all reasonable dispatch the cause or
causes preventing the Company from carrying out its agreements; provided, that the settlement of
strikes, lockouts and other industrial disturbances shall be entirely within the discretion of the
Company, and the Company shall not be required to make settlement of strikes, lockouts and other
industrial disturbances by acceding to the demands of the opposing party or parties when such
course is, in the judgment of the Company, unfavorable to the Company. An event of Force
Majeure may excuse, as provided herein, the non-attainment of the Investment Goal, and/or a
Substantial Failure. Such excuse is available only if the event of Force Majeure is the proximate
cause of such non-attainment of the Investment Goal and/or a Substantial Failure, as applicable. It
is a condition to the Company’s claiming the benefit of Force Majeure, that the Company promptly
certifies to the DDA in writing, (a) what the event of Force Majeure is, (b) the dates of the
commencement and, if the event of Force Majeure has abated, the date of the abatement, of such
event of Force Majeure, and (c) whether the benefit of Force Majeure is claimed for the non-
attainment of the Investment Goal and/or a Substantial Failure, as appropriate, in reasonable detail.

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As regards the Investment Goal, the effect of Force Majeure for such purposes shall be that for
any year in which the Company is entitled to claim, and does claim, the benefit of such provision,
the Company shall be considered in compliance with its Investment Goal, but the Performance
Period shall be extended by another year, which shall immediately follow the Force Majeure year.
The Company’s Investment Goal requirements shall resume as scheduled beginning with the
extension year, and shall continue as scheduled through the same number of remaining years as
would have applied if there had been no event of Force Majeure. As regards Substantial Failure,
the effect of Force Majeure for such purposes shall be that the applicable failure shall be excused
until it is cured but for no longer than one (1) calendar year from when the notice of
commencement of the event of Force Majeure was given or should have been given.; provided,
however, if the Force Majeure event is due to a casualty event at the Project (including fires,
hurricanes, earthquakes and other disasters), the applicable failure shall be excused until it is cured
so long as the Company or applicable Pod Developer is diligently pursuing collection of insurance
proceeds and re-construction of the Property. For the avoidance of doubt, to the extent that the (1)
Georgia State of Emergency relating to unlawful assemblage and violence, and (2) the Georgia
Public Health States of Emergency relating to COVID- 19, become more severe since November
12, 2020 and lead to the impossibility to perform any obligation under this Agreement, as amended,
that is subject to Force Majeure, then riots and pandemic may be asserted as Force Majeure events.
The preceding sentence shall also apply to comparable Georgia State of Emergency orders in the
case of subsequent pandemics, but without applying the phrase “become more severe since the
Effective Date.” The foregoing notwithstanding, (a) a milestone or outside date on the
Development Schedule or the Development Schedule is subject to Force Majeure only if so
specified therein, provided that, all milestones and outside dates in the “Construction Phase”
section of the Development Schedule corresponding to a date after July 2021 are subject to Force
Majeure, and (b) in no event shall Force Majeure apply to, (1) excuse or delay any payment
obligation, or (2) any event or circumstance which should have been foreseen or was foreseeable
at the time of entering into this Agreement.

5. TERMINATION OF AGREEMENT.

5.1. Delay. If, despite the good faith efforts of the Parties, this Agreement is not fully
executed on or before November 16, 2020June 11, 2021, or the Closing has not occurred by
December 31, 2020June 30, 2021, then the DDA or the Company may terminate this Agreement
by written notice to the other Party, without any further liability except as otherwise expressly
provided in this Agreement.

5.2. Approval by Governing Bodies. Upon its execution of this Agreement, each Party
represents and warrants that its governing body or other authorized committee or official thereof
has approved and authorized its entry into such Agreement.

5.3. General Termination Rights. Any Party shall have the right to terminate this
Agreement prior to a Closing, without any further liability except as otherwise expressly provided
in this Agreement, effective immediately upon giving written notice to the other Parties, if:

5.3.1. The other Party is in breach of this Agreement; or

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 5.3.2. There has been commenced or threatened against the DDA, the Company,
or any Affiliate of the Company any proceeding (a) involving any challenge to, or seeking
damages or other relief in connection with, any of the matters that are the subjects of this
Agreement, or (b) that may have the effect of preventing, delaying, making illegal,
imposing limitations or conditions on, or otherwise interfering with, any of such matters.
An uncontested validation proceeding for the Bonds shall not be considered a proceeding
within the meaning of this Section 5.3.2.

5.4. The DDA’s Termination Rights. The DDA shall have the right to terminate this
Agreement, without any further liability except as otherwise expressly provided in this Agreement,
effective immediately upon giving written notice to the Company, if, by Closing (or if this
Agreement specifies another time therefor, then by such time) each Closing Condition set forth
herein in favor of the DDA has not been satisfied. If the DDA does not exercise any such right to
terminate by a Closing (or by such other time specified), then, as of such Closing, such right shall
be deemed waived with respect to the subject thereof.

5.5. The Company’s Termination Rights. The Company shall have the additional right
to terminate this Agreement, without any further liability except as otherwise expressly provided
in this Agreement, effective immediately upon giving written notice to the DDA, if, by Closing
(or if this Agreement specifies another time therefor, then by such time) each Closing Condition
set forth herein in favor of the Company has not been satisfied. If the Company does not exercise
any such right to terminate by Closing (or by such other time specified), then, as of the Closing,
such right shall be deemed waived with respect to the subject thereof.

5.6. Effect of Termination. If any Party terminates this Agreement pursuant to a right
provided herein or if this Agreement expires, this Agreement shall terminate or expire as to all
Parties without any further liability on the part of any Party, except as may theretofore have
accrued, or except as otherwise expressly provided in this Agreement, or shall exist as a result of
any prior breach hereof.

5.7. Extraordinary Termination Right.

5.7.1. The following is an “Extraordinary Event of Default” on the part of the

Company: Failure by the Company to pay when due any payment in lieu of taxes
(including, without limitation, any payment in lieu of taxes as increased pursuant to Section
4.8 hereof) or administrative payment required by the Savings Schedule, or any Recovery
Payment required by Section 4.5 hereof, continued in any case for ten (10) days after the
DDA gives the Company notice of default.

5.7.2. In addition to all of its other rights and remedies available to the DDA at law
or in equity, upon the occurrence of an Extraordinary Event of Default, the DDA may, at
its option terminate the Lease, and upon such termination it shall reconvey the Project to
the Company. Such reconveyance shall be made by quitclaim deed, “as is and where is”,
subject, without limitation, to Permitted Exceptions and to any encumbrances created by
the act or omission of the Company. All accrued liabilities and obligations of the Company
shall survive such reconveyance.

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 5.7.3. The Lease shall contain provisions for the implementation of this Section
5.7. For the avoidance of doubt, the above provisions apply on a per Pod basis so, for
example, such provision would apply to a Pod Developer, if the Pod is then being leased
by the DDA to a Pod Developer

6. MISCELLANEOUS.

6.1. Notices. Any notice, request or other communication required to be given by any
Party pursuant to this Agreement, shall be in writing and shall be deemed to have been properly
given, rendered or made only if personally delivered, or if sent by Federal Express or other
comparable commercial overnight delivery service or express mail (in each case for delivery on
the next business day) addressed to each other Party at the addresses set forth below (or to such
other address as any particular Party may designate for notices to it to each other Party from time
to time by written notice), and shall be deemed to have been given, rendered or made on the day
so delivered or on the first business day after having been deposited with the courier service or the
United States Postal Service:

If to the DDA: Downtown Development Authority of the City of Doraville

3725 Park Avenue
Doraville, GA 30341
Attn: Chair

with a copy to: Seyfarth Shaw LLP

1075 Peachtree Street, N.E.
Suite 2500
Atlanta, GA 30309
Attn: Daniel M. McRae, Esq.

If to the Company: Lotus Grove, LLC

7130 Buford Hwy. N.E.
Suite A-200
Doraville, GA 30340
Attn: Chaz Y. LazarianJohn Mansour, Esq.

with a copy to: Ayoub, Mansour & Bryant, LLC

675 Seminole Ave Suite 301
Atlanta, GA 30307
Attn: John G. MansourCarolina Bryant, Esq.

6.2. No Partnership or Agency. No partnership or agency relationship between or

among the Parties shall be created as a result of this Agreement.

6.3. Survival of MOU. This Agreement shall survive the Closing and the expiration or
termination of the Lease, but may be superseded in whole or in part by the EDA to the extent that
such EDA expressly so provides.

6.4. Governing Law; Jurisdiction and Venue. The Transaction contemplated hereunder
and the validity and effect of this Agreement are exclusively governed by, and shall be exclusively

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construed and enforced in accordance with, the laws of the State, excluding the State’s conflicts
of law rules. The Company consents to jurisdiction over it and to venue in the County.

6.5. Amendments. Any amendments, deletions, additions, changes or corrections hereto

must be in writing executed by the Parties hereto.

6.6. Entire Agreement. This Agreement, together with the Definitive Documents,
constitutes the entire agreement between the Parties with respect to the subject matter hereof.

6.7. Severability. In the event any provision of this Agreement shall be held invalid or
unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render
unenforceable any other provision hereof.

6.8. Counterparts. This Agreement may be signed in counterparts, each of which shall
be an original and all of which together shall constitute one and the same instrument.

6.9. No Personal Liability of DDA Representatives. No official, member, director,

officer, agent, or employee of the DDA shall have any personal liability under or relating to this
Agreement. Rather, the agreements, undertakings, representations, and warranties contained
herein are and shall be construed only as corporate agreements, undertakings, representations, and
warranties, as appropriate, of such public body. Without limitation, and without implication to the
contrary, all Parties hereto waive and release any and all claims against each such official, member,
director, officer, agent, or employee, personally, under or relating to this Agreement, in
consideration of the entry of the DDA into this Agreement.

6.10. No Personal Liability of Company Representatives. No official, member, manager,

director, officer, agent, or employee of the Company shall have any personal liability under or
relating to this Agreement. Rather, the agreements, undertakings, representations, and warranties
contained herein are and shall be construed only as corporate agreements, undertakings,
representations, and warranties, as appropriate, of such entity. Without limitation, and without
implication to the contrary, all Parties hereto waive and release any and all claims against each
such official, member, manager, director, officer, agent, or employee, personally, under or relating
to this Agreement, in consideration of the entry of the Company into this Agreement.

6.11. Execution of Agreement. This Agreement shall not be effective until it has been
fully executed by all Parties hereto.

6.12. Legal Compliance. The Company agrees that it and its officers and employees
acting for it in matters relating to this Agreement shall comply with all applicable provisions of
law, including, without limitation, to the extent applicable, O.C.G.A. § 50-36-1 relating, in part,
to public benefits.

6.13. Consequential Damages. IN NO EVENT SHALL ANY PARTY BE LIABLE TO

ANY PARTY OR ANY PERSON OR ENTITY, WHETHER IN CONTRACT, WARRANTY,
TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE FOR ANY

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SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR
NATURE WHATSOEVER.

6.14. Recitals. The recitals at the beginning of this Agreement are part hereof and are
hereby incorporated herein by reference.

[SIGNATURES BEGIN ON FOLLOWING PAGE]

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 IN WITNESS WHEREOF, the Parties have executed this Agreement and caused it to be delivered Formatted: Left: 0.5", Right: 0.5", Top: 0.5", Bottom:
0.5"
as of the following Effective Date: _____________________, 20202021.

The “DDA”:

DOWNTOWN DEVELOPMENT
AUTHORITY
OF THE CITY OF
DORAVILLE

By:
Chairman

Attest:

Secretary or Assistant Secretary

[SEAL]

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

23
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 The “Company”:

LOTUS GROVE, LLC

a Georgia limited liability company

By:
Name:
Title: John Mansour, Manager

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 SCHEDULE 1.1-A

PARCELS

25
64623192v.10
 SCHEDULE 1.1-B

SITE PLAN

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 SCHEDULE 1.2

DEVELOPMENT SCHEDULE

(attached)

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 Lotus Grove
Milestone/Timeline Schedule
Pod 1 Pod 2 Pod 3 Pod 4
Commercial
Milestone General Site Retail Village Residential Hotel Multifamily
MOU
Execution of MOU with DDA 11/1/2020

Validation of MOU 12/1/2020

Engineers, Land Planners, Architects & Consultants

Engagement of Site Engineers (1) Completed Completed Completed Completed Completed

Engagement of Land Planner & Landscape Architect (2) Completed Completed Completed Completed 1/1/2021

Engagement of Retail Architect (3) Completed Completed

Engagement of Residential/Multifamily Architect 1/1/2021

Engagement of Hotel Architect 12/1/2021

Engagement of Hotel Consultant (4) Completed

Environmental Investigation necessary for Demolition Completed

Geotechnical Investigation and Engineering Completed Completed Completed Completed Completed

Site Plans, Permits, Documents & Submittals

Submittal of Preliminary Site Plan for review, comments and
approval by Doraville Planning Department (5) Completed Completed Completed Completed Completed

Submittal of Final Site Plan/Landscape Plan for approval by Doraville 2/1/2021 2/1/2021 2/1/2021 2/1/2021 2/1/2021

Submittal for demolition permit of existing structure 4/1/2021

Submittal for Land Disturbance Permit 7/1/2021 7/1/2021

Construction Phase
Demolition of existing structure (6) 7/1/2021 7/1/2021

Commencement of Site Work 9/1/2021 9/1/2021 9/1/2021 9/1/2021 9/1/2021

Completion of Construction Documents &

Submittal for Building Permit (Pod 1 & Pod 4) 10/1/2021 10/1/2021

Commencement of Construction (Multifamily - Pod 4) 11/1/2021

Commencement of Construction (Retail - Pod 1) 3/1/2022

Substantial completion of Construction (Retail & Multifamily) 9/1/2023 10/1/2023

Completion of Construction Documents &

Submittal for Building Permit (Pod 2 & Pod 3) 6/1/2022 12/1/2022

Commencement of Construction (Pod 2 & Pod 3) 9/1/2022 2/1/2023

Substantial completion of construction (Pod 2 & Pod 3) 8/1/2024 2/1/2025

Notes:

(1) Kimley Horn Engineering has been retained and has completed a significant portion of planning on the site.
(2) HGOR has been retained and has met with Planning Department to review plans.
(3) Alex Munoz & Associates has been retained as lead architect for the land planning and retail portion of the development.
All schematic work has been completed on Pod 1 (the retail village) and Pod 1 is now in the design & development stage.
(4) Coakley Williams Hotel Management Co. has been engaged. Hilton approved the project for a True by Hilton (LOI in hand).
(5) The Developer has submitted the Site Plan to the City twice, including revisions based on Planning Department's comments.
(6) Demolition of structure to commence within 90 days of delivery of demolition permit.

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 29
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 Lotus Grove
Milestone/Timeline Schedule
Pod 1 Pod 2 Pod 3 Pod 4
Milestone General Site Retail Village Multifamily Hotel Multifamily
MOU
Execution of MOU with DDA 6/11/2021

Validation of MOU Completed

Pod 1 Pod 2 Pod 3 Pod 4

General Site Retail Village Multifamily Hotel Multifamily
Engineers, Land Planners, Architects & Consultants
Engagement of Site Engineers (1) Completed Completed Completed Completed Completed

Engagement of Land Planner & Landscape Architect (2) Completed Completed Completed Completed Completed

Engagement of Retail Architect (3) Completed Completed

Engagement of Multifamily Architect (10) Completed Completed

Engagement of Hotel Architect 3/1/2022

Engagement of Hotel Consultant (4) Completed

Environmental Investigation necessary for Demolition Completed

Geotechnical Investigation and Engineering Completed Completed Completed Completed Completed

Pod 1 Pod 2 Pod 3 Pod 4

General Site Retail Village Multifamily Hotel Multifamily
Site Plans, Permits, Documents & Submittals
Submittal of Preliminary Site Plan for review, comments and
approval by Doraville Planning Department (5) Completed Completed Completed Completed Completed

Submittal of Abatement notice per EPD of existing structure 6/7/2021

Commencement of Abatement of existing structure 6/21/2021

Submittal for demolition permit of existing structure (6) 7/16/21 (6)

Submittal for Land Disturbance Permit 8/1/2021 8/1/2021

Pod 1 Pod 2 Pod 3 Pod 4

General Site Retail Village Multifamily Hotel Multifamily
Construction Phase
Commencement of Demolition of existing structure (7) 8/1/21 (7) 8/1/2021 (7)

Commencement of Site Work (8) 10/1/21 (8) 10/1/2021 (8) 10/1/21 (8) 10/1/21 (8) 10/1/21 (8)

Completion of Construction Documents &

Submittal for Building Permit (Pod 1 & Pod 4) 5/1/2022 11/1/2021

Commencement of Construction (Multifamily - Pod 4) (9) 2/1/22 (9)

Commencement of Construction (Retail - Pod 1) 9/1/2022

Substantial completion of Construction (Retail Pod 1 & Multifamily Pod 4) 12/1/2023 11/1/2023

Completion of Construction Documents &

Submittal for Building Permit (Pod 2 & Pod 3) 6/1/2023 12/1/2022

Commencement of Construction (Pod 2 & Pod 3) 10/1/2023 2/1/2023

Substantial completion of construction (Pod 2 & Pod 3) 9/1/2025 2/1/2025

Notes:
(1) Kimley Horn Engineering has been retained and has completed a significant portion of planning on the site.
(2) HGOR has been retained and has met with Planning Department to review plans.
(3) Alex Munoz & Associates has been retained as lead architect for the land planning and retail portion of the development.
All schematic work has been completed on Pod 1 (the retail village) and Pod 1 is now in the design & development stage.
(4) Coakley Williams Hotel Management Co. has been engaged. Hilton approved the project for a True by Hilton (LOI in hand).
(5) The Developer has submitted the Site Plan to the City twice, including revisions based on Planning Department's comments.
(6) Demolition Permit to be submitted by the later of 7/14/21 or 10 days from receipt of the abatement clearence letter from the EPD.
(7) Demolition of structure to commence on the later of 8/1/21, or 10 days from receipt of the City approved demolition permit.
(8) Commencement of Site Work to begin on the later of 10/1/21, or 10 days from the receipt of the City approved LDP.
(9) Commencement of Construction (multifamily Pod 4) to begin on the later of 2/1/22, or 10 days from the receipt of the City approved
building permit.
(10) Reside Studios Architects has been retained as lead architect for Multifamily Pods 2 & 4.
All schematic work has been completed on Pod 4. Appox 50% of Design & Development is complete.

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 Formatted: Font: Not Bold
SCHEDULE 1.5 Formatted: Left

THE STANDARDS AND THE HERO HOUSING PROGRAM

The “Standards” that the Project shall meet (in addition to meeting other requirements applicable to it) are
as follows:

1. The Project shall be maintained in a Class A condition with no material deferred maintenance.
2. For each Pod with a multifamily use, its landscaping, rental office, club building and other amenities
will be consistent with other Class A developments of this nature and age.
3. For each Pod with a multifamily use, its residential units will be furnished with Class A quality
appliances, finishes, flooring, and countertops of similar projects and age.
4. The Project will contain public art at some location in the Project’s green space.
5. All of the undeveloped Pods shall be kept in a natural vegetative state and shall remain open and
available to the public on the same basis as they are open and available to those renting multifamily
units or otherwise granted access to the Project or a Pod, as appropriate, by the Developer or a Pod
Developer as appropriate.
6. The Project shall conform to (a) its description in this Agreement, and the requirements of this
Agreement, (b) its description in the Site Plan, (c) applicable ordinances for the City’s downtown
area, and (d) all other filings, drawings, renditions, and other representations of the Project proposed
by the Company once approved by the City’s governing body.

The “Hero Housing Program” shall mean a program whereby the Company shall set aside three multifamily
units, which shall either be one or two bedroom units at Pod 1, for police officers employed by the City of
Doraville Police Department, and if not rented by such persons, then for City staff that support the City of
Doraville Police Department (such units being the “Hero Housing Units”). The Company shall offer each
Hero Housing Unit for rent at a rate that is 30% less than the thanthen current rents being quoted to similar
market-rate units available at Pod 1. The Hero Housing Unit shall at all times be substantially similar in
construction and appearance (e.g., square footage, type and brand of appliances, materials used for
countertops, flooring, etc.) to the market-rate units, and shall not be in an isolated area of Pod 1 but shall be
interspersed among market-rate units at Pod 1.

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 SCHEDULE 1.14.6

EXCEPTIONAL COSTS

1) demolition and remediation costs;

2) infrastructure improvements;
3) sub-surface development costs;
4) US Army corps requirements;
5) stormwater and detention facilities;
6) sewer line and sewage facilities;
7) water lines;
8) fire lines;
9) foundational piers or foundation requirements;
10) grading, excavating and fill dirt;
11) retaining walls;
12) internal and external roadway improvements;
13) improvements along Buford Highway;
14) utility relocation necessitated by GDOT land acquisition;
15) hardscapes and softscape improvements (i.e. sidewalks and landscaping);
16) parking structures and surface parking;
17) Civic Center Space;
18) public artwork and public spaces; and
19) all related engineering and architectural fees.

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 SCHEDULE 2.3

FINANCING FEE

In consideration of the issuance of the Series 2020 Bond, the Company shall pay to the DDA a one-time
financing fee equal to 1/8 of 1% of the maximum principal amount of such Bond at the Closing. For the
avoidance of doubt, no financing fee shall be payable upon the issuance of a Pod Bond.

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 SCHEDULE 3.2

SAVINGS SCHEDULE

1. For each Year in the table below (“Savings Table”), the Company will pay to the Tax Commissioner
of the County, for distribution to the appropriate taxing authorities in accordance with their
applicable millage, amounts equal to the corresponding “Payment Percentage”, set forth below, of
the normal ad valorem property taxes that would be payable if legal title to the Project were vested in
the Company instead of the DDA, on January 1 of such Year. The corresponding “Savings
Percentage” is 100% less the payment percentage. Such payments shall constitute payments in lieu
of taxes.
2. If no Pod Bonds have been issued, but Improvements that are part of a Pod on the Leased Land related
to the Series 2020 Bond receive a permanent certificate of occupancy, then the Project shall acquire a
Year 1 of no later than the outside date applicable to that Pod as provided in the Development Schedule
. Such Year 1 shall be retained even if other Improvements are later made on other Pods, provided,
that each such other Pod will acquire its own Year 1 if, in connection with the issuance of a Pod Bond,
it is separated from the Project related to the Series 2020 Bond.
3. When a Pod Bond is issued and a Pod is separated from the remainder of the Project that is related to
the Series 2020 Bond, the separated Pod shall acquire an initial Year 1 of no later than the outside date
provided therefor in the Development Schedule .
4. The applicable Payment Percentages and Savings Percentages are as follows:

SAVINGS TABLE
SAVINGS PAYMENT
YEAR PERCENTAGE PERCENTAGE

1-25 100% 0%
26 and
0% 100%
thereafter

5. Notwithstanding the foregoing, to the extent any property conveyed to the DDA as part of the Project
was subject to ad valorem property taxation in the County prior to such conveyance, the Company
hereby agrees that such property shall be treated as though it remains subject to taxation in the County
until the applicable Year 1, and the Company agrees to make timely payments in lieu of taxes to the
County Tax Commissioner based on the assessed value of such property for ad valorem property tax
purposes immediately prior to the conveyance of such property to the DDA. For the avoidance of
doubt, such requirement shall be equally applicable to a Pod Developer and its Pod.
6. The property tax savings applies to all ad valorem property taxes (school, city, county and other) with
respect to property comprising part of the Project titled to the DDA in connection with the issuance of
a Bond. The Company shall pay normal ad valorem property taxes with respect to property not so
titled to the DDA.
7. In consideration of the DDA’s maintaining its “good standing,” under the laws of Georgia and other
on-going activities required of it pursuant hereto, the Company shall, in addition, make an annual
administrative payment to the DDA in each Year of each Lease to it of any part of the Project,
beginning for Year 1 of the leased property. For Years 1 through 6 thereof, such annual administrative
payment shall be $30,000 per year. For each Year thereafter, beginning with Year 8 thereof, each
annual administrative payment shall be 102% of the administrative payment for the Year before. For
the avoidance of doubt, the annual administrative payment required by this paragraph 6 is in addition
to the financing fee payable in accordance with Section 2.3 of this Agreement.
8. For each Year during the term of each Lease to it of any part of the Project, the Company shall: (i)
obtain from the County Board of Tax Assessors of DeKalb County (the “Assessors”) the assessed
value of the property leased thereunder for such Year based on the fair market value of such property,
pursuant to O.C.G.A. Section 48-5-7, as amended, and (ii) calculate the amount of taxes that would
have been due by the application of all millage rates applicable in the City (school, city, county, and
34
64623192v.10
 other) for such Year as though legal title to such property were held by the Company, and report the
same to the DDA, promptly after such assessed value is available. Such report shall also calculate and
state the amount of the ad valorem property taxes for such Year saved by it by virtue of the Savings
Schedule (offset by the amount of any payments in lieu of taxes and by the amount of any
administrative payments as provided in Section 1.8 of this Agreement), the cumulative amount of
saved ad valorem taxes to date, the amount payable to the Tax Commissioner as payments in lieu of
taxes pursuant to paragraph 2, above, and the amount payable to the DDA as its annual administrative
payment pursuant to paragraph 5, above. The Company shall provide such supporting documentation
as the DDA may reasonably request regarding the Company’s calculations in the foregoing report.
Such calculations, and the underlying support, data and methodology, shall be subject to approval by
the DDA, and if disapproved, the DDA shall make its own calculations, which shall also be based
upon the assessed value established by the Assessors, and which shall be final absent manifest error,
provided, that the Company may at any time to the extent and as provided by law appeal the assessed
value of such property in its own name, provided further, that notwithstanding any such appeal, the
Company shall timely comply with its obligations under this Agreement. The Company may request
that the DDA allow the Company to make such an appeal in the name of the DDA, and the DDA will
give reasonable consideration to any such request but is not obligated to grant it. Notwithstanding any
such appeal, within 10 days of receipt of notice from the DDA that it has accepted the Company’s
calculations or of notice of the DDA’s own calculations, or, if later, by the due date for payment of ad
valorem property taxes in the County generally, the Company shall make payment to the Tax
Commissioner of the County of any related payment in lieu of taxes payable pursuant to paragraph 2,
above, and payment to the DDA of its related administrative payment payable pursuant to paragraph
5, above. If for any reason the assessed value of any property is not available from the Assessors at
least 60 days before the due date for payment of ad valorem taxes in the County generally, then the
Company shall so notify the DDA, and the prior Year’s assessed value shall be used until the current
Year’s assessed value is available whereupon, the Company shall file an amended report with the DDA
using the current Year’s assessed value and either pay to the Tax Commissioner any additional
payment in lieu of taxes that may be due (and pay any additional administrative payment that may be
due), or apply to the Tax Commissioner for a refund to the extent and as provided by law (and apply
to the DDA for a refund of the appropriate portion of its administrative payment).
9. Any provision hereof to the contrary notwithstanding, neither the DDA, the City, the County, nor the
State shall have any obligation or liability to the Company in the event that the operation of the Savings
Schedule or the other Definitive Documents does not provide the Company with cumulative ad
valorem property tax savings in the amount contemplated hereunder.
10. In the Year when no more Property Tax Credits, in whatever category, are available to the Company
with respect to property under a Lease related to the Series 2020 Bond, a “Flip Year” shall occur with
respect to such Lease. Likewise, in the Year when no more Property Tax Credits, in whatever category,
are available to a Pod Developer with respect to property under a Lease related to a Pod Bond, a “Flip
Year” shall occur with respect to such Lease. In a reasonable time (not less than 30 days) after the
DDA is able to determine (whether in the Flip Year or otherwise), based on the calculations provided
for above, that the Flip Year has occurred for a Lease, the DDA shall so notify the Company or the
Pod Developer, as appropriate, in writing (such notice, the “Flip Determination Notice”), and such
notification shall be conclusive. For the Flip Year, the Company or the Pod Developer, as appropriate
shall make an administrative payment to the DDA in the amount of such excess over what Property
Tax Credits were available; for each subsequent Year, if any, through the Year in which the Lease
Term for such Lease is terminated as required by Section 2.7, above, the Payment Percentage shall be
100%.

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 SCHEDULE 4

INCENTIVES SCHEDULE

1. The recovery value (“Recovery Value”) of each of the Incentives provided pursuant to the Sections of
this Agreement identified below shall be as specified in the rows of the table set forth below (the
“Incentives Table”), with any payments to be made by the Company as provided in this Incentives
Schedule to the parties indicated as follows:

INCENTIVES TABLE

Recovery
Section Incentive Recovery Value Factor Recovery Paid To

3.2 Property Tax Actual amount of ad 100% Appropriate Taxing

Savings on each valorem property taxes on Authorities, Pro Rata
Pod each Pod saved each year in Proportion to
Applicable Millage
Rates

2. The following table sets forth the applicable Investment Goal for each Pod.

POD INVESTMENT GOAL (MINIMUM INVESTMENT)

1 $15,000,000
2 $7,500,000
3 $7,500,000
4 $50,000,000
Total $80,000,000

The Performance Period for each Pod shall commence as of the Year of the completion of construction therein
as set forth in the Development Schedule, and shall continue for each Year thereafter while the Lease of such
Pod is in effect. For the avoidance of doubt, capital investments expended on a Pod during its construction
period shall count toward such Pod’s applicable Investment Goal.

3. In each Year in which there is an Investment Shortfall Percentage for a Pod that is greater than 20%,
the Company shall make a payment as provided below with respect to the incentive listed in the
Incentives Table above (each payment, a “Recovery Payment” and collectively, the “Recovery
Payments”) to the respective parties so specified based on the Recovery Value as so determined for
each Year included in the Performance Period in which an Investment Shortfall Percentage is
determined as provided in this Agreement. If the Investment Shortfall Percentage is 20% or less, there
shall be no Recovery Payment due.

4. For each Year for which an Investment Shortfall Percentage for a Pod in excess of 20% is determined
as provided in this Agreement, in order to determine the Recovery Payment such Investment Shortfall
Percentage shall be multiplied times the Recovery Value, the result shall be multiplied times the
corresponding Recovery Factor, the result shall be the Recovery Payment, the Company shall pay the
amount thereof to the Party or parties specified above simultaneously with its delivery of the Annual
Report for the subject year as required by this Agreement. If the Investment Shortfall Percentage is
20% or less, there shall be no Recovery Payment due. For the avoidance of doubt, it is the lessee under
each Lease that shall be responsible for such Recovery Payments. When Pod Bonds are issued, the
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 Transaction Documents for the Bonds issued to the Company and the Pod Developers, respectively,
shall make provision therefor.

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 SCHEDULE 4.2

RULES FOR SATISFYING THE INVESTMENT GOAL

1. Only capital investments in each Pod by the Company shall be counted.

2. Original cost, without regard to depreciation, shall be used in calculating whether the Investment Goal
for each Pod is met, except as provided in 3, below.

3. Transferred Equipment relocated by the Company to any Pod to be used as part of such Pod may be
counted at net book value, or, if requested and substantiated by the Company to the DDA’s satisfaction,
and approved by the DDA, its fair market value.

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 SCHEDULE 4.4
FORM OF ANNUAL REPORT

[DATE]
[DDA]

Re: Memorandum of Understanding (“MOU”) and Economic Development Agreement

(“EDA”) between the Downtown Development Authority of the City of Doraville (the
“DDA”), and the [COMPANY] (the “Company”), regarding the capital project located
in DORAVILLE, Georgia – 20__ Annual Report – Pod [1/2/3/4]

Dear ________:

This letter shall serve as the 20__ Annual Report, as required under the MOU and EDA.

1. Investment Report

As of December 31, 20__, the Company has invested $________ in Pod [1/2/3/4].

The Investment Goal for 20__ was $________. Therefore, the Investment Shortfall Percentage is __%.

2. Recovery Payments

The Investment Shortfall Percentage for 20__ is ___% ((___% + __%) ÷ 2). [IF A RECOVERY
PAYMENT IS DUE, THAT PAYMENT SHOULD BE CALCULATED HERE BASED ON THE
RECOVERY SCHEDULE IN THE MOU.] If the Investment Shortfall Percentage is 20% or less, no Recovery
Payment is due.

Please do not hesitate to let us know if you require any additional information.

Sincerely,

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