DEVELOPMENT AGREEMENT THIS DEVELOPMENT AGREEMENT (the “Agreement”) is made as of the 19" day of October, 2021, by and among DEVELOPMENT AUTHORITY OF CLAYTON COUNT" public body corporate and politic (“Authority”), CLAYTON COUNTY, GEORGIA, a political subdivision of the State of Georgia (the "County”), and ROMAN UNITED CONSTRUCTION, LLC, a Georgia limited liability company (“Roman” or the “Developer”). The Authority, the County, and Roman are sometimes referred to collectively as the “Parties” or individually as a “Party”. WITNESSETH: WHEREAS, the Authority is the owner of that certain 7.12 +/- acre tract of land located at 5711 Jonesboro Road, in Clayton County, Georgia, more particularly described as Tax Parcel 12146A BOIS, together with that certain 6.22 +/- acre tract of land located at 1555 Millirons ‘Way, Morrow, in Clayton County, Georgia, more particularly described as Tax Parcel 12146 BOI, together with that certain 3.00 +/- acte tract of land located at 1546 Millizons Way, Morrow, in Clayton County, Georgia, more particularly described as Tax Parcel 12146A BO18, together with that certain 0.83 +/- acre tract of land adjacent thereto, in Clayton County, Georgia, more particularly described as Tax Parcel 12146A B013, together with that certain 1.32 +/- acre tract of land located at 5803 Jonesboro Road, in Clayton County, Georgia, more particularly described as Tax Parcel 12146A BO10, together with that certain 0.87 +/- acre tract of fand located at 5764 Jonesboro Road, Morrow, in Clayton County, Georgia, more particularly described as Tax Parcel 12146A BO12, together with that certain 2.78 +/- acre tract of land located at Huie Drive, Morrow, in Clayton County, Georgia, more particularly described as Tax Parcel 12145B A006, together with that certain 4.35 +/- acre tract of land located at Huie Drive, ‘Morrow, in Clayton County, Georgia, more particularly described as Tax Parcel 12145B A006Z, and all more specifically described on Exhibit A attached hereto and incorporated by reference (collectively, the “Property”); and WHEREAS, the Authority and Roman entered into a Memorandum of Understanding, dated as of February 10, 2021, approved by the County (the “MOU”, for the development of the Property, a true and correct copy of which is attached hereto as Exhibit B and incorporated herein by this reference; and WHEREAS, the Parties desite to enter into this Development Agreement further specifying the rights and obligations of each Party with respect to the development of the Property as agreed in the MOU; and NOW, THEREFORE, for and in consideration of the premises and of the covenants hereinafter contained, Ten and 00/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Authority and Roman, intending to be legally bound by the tennis hereby, hereby agree to the following: 18845190_1/50.80041 Page 1 of 19ARTICLE I DEFINITIONS In addition to the terms defined above, the following capitalized terms set forth in this Article I are used herein with the meanings assigned thereto below: “Agreement” means this Agreement and any amendments or supplements hereto, including the Exhibits attached hereto. “Approved Lender” means such lenders as may be approved in writing by the Authority ARTICLE I DEVELOPMENT PLAN AND DEVELOPMENT OF THE PROPERTY Section 2.01 Development Plan. Roman shall submit a site plan to the Authorit the County for the development of the Property (the “Site Plan”) within one hundred eighty (180) days of the date of this agreement. The Site Plan shall include, at a minimum, the items identified in item 7 of the MOU. The Site Plan must be approved by both the County and the Authority before any work begins. The Site Plan shall designate specifically the location of the Business Incubator, and such location must be approved by the County. Roman shall not deviate fiom the approved Site Plan in any material manner without the prior written consent of the Authority and the County. Section 2.02 Development in Compliance with Development Plan. The Parties hereby acknowledge and agree that the development of the Property by Roman shall be in all respects in conformity with the Site Plan and that reimbursement of a portion of the Development cost in the amount of approximately $4 million, pertaining solely and exclusively to the Business Incubator, is appropriate and authorized by applicable law. Roman agrees that the Property shall continue to be operated in compliance with the Site Plan, as amended, throughout the tetm of this Agreement, Section 2.03 Reimbursement_of Development Costs of Business Incubator, In consideration of the Development of the Property and the Developer's agreements as herein set forth, the County hereby agrees to make SPLOST funding available to Developer in an amount equal to but not in excess of $4 million for the construction of the Business Incubator, including related site work and infrastructure therefor, which shall occur on or before the Construction Completion Date (as defined below). As used in this Agreement, “Completion of the Business Incubator” shall occur on the issuance of a Certificate of Occupancy, but in no event later than January 1, 2025 (“Construction Completion Date"). (@) Method and Timing of Payment. The County shall make the SPLOST funding available to Roman upon submission of draw requests in the form attached hereto as Exhibit B, submitted to the County’s SPLOST Program Manager or other designated individual, with a copy to the Authority. Draw requests may be submitted no more often than monthly. Upon approval of each respective draw 18845190_1/50,80041 Page 2 of 19request by the SPLOST Program Manager, the County shall disburse the approved amount within thirty (30) days of the date of approval (b) Source of Funds. The County's obligation to make the payments provided under this Agreement shall be limited to the availability of SPLOST funding. Section 2.04 Transfer of Property. (@) _ The Parties acknowledge that 2 portion of the Property is subject to certain covenants related to existing bond financing. The existing bonds mature in 2024, unless optionally redeemed and paid off sooner. Therefore, the Parties agree that the Authority shall lease the Property to Roman, with the approval and consent of the County, pursuant to a Ground Lease, The term of the Ground Lease shall be the same as the remaining term on the existing bonds and shall in the substantially in the form attached hereto as Exhibit C, subject to such additions, deletions, and changes as the Parties may agree hereafter; the execution and delivery of the Ground Lease Agreement shall be conclusive evidence of the agreement of the Parties to any and all terms therein which vary from the form attached. Upon the expiration of the Ground Lease Agreement, or the earlier termination thereof in the event the existing bonds are satisfied and paid in full at a time earlier than the expiration of the Ground Lease Agreement, the Parties agree that Roman shall purchase, and the Authority shall sell, the Property for the price of Ten Dollars ($10.00), within sixty (60) days of the expiration or earlier termination of the Ground Lease Agreement. The Parties acknowledge that the County’s approval of the agreement and sale is required, and the County agrees that it shall not unreasonably withhold its consent or approval. ‘The sale of the Property shall be governed by a separate Purchase and Sale Agreement, substantially in the form attached hereto as Exhibit D, subject to such additions, deletions, and changes as the Parties may agree hereafter; the execution and delivery of the Purchase and Sale Agreement shall be conclusive evidence of the agreement of the Parties to any and all terms therein which vary from the form attached. (b) Roman further agrees that, upon Completion of the Business Incubator, it shall subdivide the Property and convey the portion where the Business Incubator resides, together with all improvements thereon, including but not limited to the Business Incubator facility itself (the “Incubator Property”) to the County within thirty (30) days of the Completion of the Business Incubator. The Incubator Property shail not be less than the amount of land containing the entire footprint of the Business Incubator facility, together with so much additional property as to comply with then-existing ordinances governing setbacks and development minimum requirements for commercial property to include parking, landscaping and all other improvements designed for primary use by occupants and visitors of the Business Incubator, together with sueh easements on, over, under, across, or through the remaining Property as necessary or convenient for the ongoing operation, maintenance and repair of the Business Incubator facility, including but not limited to easements for utilities, drainage, and access. In the event the Completion of the Business Incubator oceurs prior to the transfer of the Property to Roman in accordance with this Section 2.04, or while the Ground Lease is in effect, the Parties agree that the Ground Lease then in effect shall terminate as to the Incubator Property, and the same shall be conveyed to the County by the Authority. The Parties agree specifically to execute any and all documents 18845190_1/50.80041 Page 3 of 19necessary so that fee simple title to the Incubator Property vests in the County not later than thirty (G0) days after Completion of the Business Incubator, ot, if the Bonds remain in effect with respect to the Incubator Property, as soon thereafter as the Bonds shall no longer affect the Incubator Property Section 2.05 Joint Venture, The Parties agree that Roman and the Authority shall enter into a separate Joint Venture, Parinership, or similar agreement specifying the agreement of the parties regarding the ongoing operation and management of the Project upon completion, including but not limited to payment of management and operating costs and the division of profits thereafter, the Authority’s share of which profits shall not be less than 20%. Section 2.06 Proof of Funds, Roman shall provide to the County and to the Authority within thirty G0) days of the date of this Agreement evidence of the availability of funds to fully develop the Property. Such evidence shall be in a form reasonably satisfactory to the County and to the Authority, The Parties specifically agree that provision of a valid letter of credit shall satisfy this requirement. In the event satisfactory proof of funds is not supplied within thirty (30) days of the date of this agreement, this Agreement shall terminate automatically without further notice or act by any Party hereto. ARTICLE IL BUSINESS INCUBATOR Section 3.01 Building Standards. Roman acknowledges and agrees that the Business Incubator shall be built according to and in compliance with all applicable building and safety codes and in accordance with current standards for all County buildings. Roman shall work with the County’s Director of Buildings and Maintenance on all matters pertaining to the construction and development of the Business Incubator. Section 3.02 Building Approval. Roman acknowledges and agrees that the County shall have final approval of the building plans, including design and layout, for the Business Incubator. The County shall have the right to approve the Business Incubator plans at 30%, 60%, and 90% of the design process. Roman shall submit the design plans to the County at each of the foregoing points, with a copy to the Authority, and the County shall notify Roman within thirty (30) days of approval or any concerns or desired changes. If the County does not provide such feedback within thirty (30) days, the submittal shall be deemed to be approved. Not ater than 120 days after issuance of the Notice to Proceed, Roman shall select an architectural and engineering firm (the “Designer”) to design the Business Incubator, and shall notify the County and the Authority of its selection in writing. The County shall have the right to approve the selection, but such approval shall not unreasonably be withheld. If the County does not provide written notice of its approval or rejection of the selected Designer within thirty (30) days of Roman's notification of its selection, the selected Designer shall be deemed to be approved, If the County does not approve of the selected Designer, Roman shall have an additional thirty (30) days to select an alternate Designer and provide written notice of said selection to the County and the Authority. The County shall have thirty (30) days to approve the alternate Designer, which approval shall not unreasonably be withheld. If the County does not 18845190_1/50,80041 Page 4 of 19provide written notice of its approval or rejection of the selected Designer within thirty (30) days of Roman’s notification of its selection, the alternate Designer shall be deemed to be approved. Not later than thirty (30) days after the approval of the Designer by the County, the Parties shall comtnence the design process. The County shall designate a “point person” as the primary point of contact for all ‘matters pertaining to plan approval, including design and layout. Upon the execution of this Agreement, that person shall be the County COO or his designee. Section 3.03 Obligations Subject_to Commencing Construction _of Business Incubator, The County’s obligation to make the payments required by Section 2.03 herein, shall be subject to Developer having commenced construction of the Business Incubator on the Property on or before January 1, 2024; provided, however, that if Developer fails to commence construction on or before January 1, 2024, this Agreement shall be void and of no effect. As used herein, “commence(d) construction” shall mean sustained on-going activities on the Property related to the Business Incubator in accordance with the construction schedule to be provided by the general contractor and approved by the County and the Authority, with no break in activities on the Property for more than ten (10) consecutive days, and provided that on or before January 1, 2023, Developer shall have (i) closed the construction loan with an Approved Lender with ail equity required having been deposited by Developer with the Approved Lender, (ii) executed the Construction Contract, and (iii) obtained all necessary governmental approvals and construction permits for the Business Incubator. ARTICLE IV MISCELLANEOUS Section 4.01 Binding Agreement. This Agreement shall be fully binding on all Parties to. the Agreement, their heirs, suecessors and assigns, in accordance with its terms. Section 4.02 Assignment, Except as herein provided, no Party to this Agreement may assign its rights and obligations under this Agreement without the prior written consent of the other Party except as expressly provided for herein; provided, however, that without in any way releasing the Authority from any of its obligations hereunder, the Authority may assign or delegate all or certain of its obligations under this Agreement to another appropriate entity. Section 4.03 Governing Law: Severability. The laws of the State of Georgia shall govern the interpretation of this Agreement. If any provision hereof is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other provision hereof. Section 4.04 Amendment. This Agreement may be amended at any time by a writing which refers to this Agreement and is executed by all Parties hereto. Section 4.05 Other Documents. The parties agree to execute and record such other documents as may be necessary for the implementation and consummation of this Agreement, 18845190_1/50.0041 Page 5 of 19Any approvals or consents required hereunder shall not be unreasonably withheld by the party from whom such approval or consent is sought. Section 4.06 Third Parties. The parties hereto acknowledge that nothing herein expressed or implied in this Agreement is intended or shall be construed to confer upon or give any person or entity other than Roman or the Authority any rights or remedies under or by reason of this Agreement. Section 4.07 Cooperation. Roman and the Authority agree to cooperate and assist each other to comply with and fulfill the terms and provisions of this Agreement, Section 4.08 Written Notices. Whenever under the terms of this Agreement notice is required, or whenever a notice or communication is sent by one party to the other, the same shall be accomplished by certified mail, return receipt requested, postage prepaid, or by recognized overnight courier service addressed as follows Authority: Development Authority of Clayton County 1588 Westwood Way Morrow, GA 30260 Attn: Chair With a copy to: M. Michelle Youngblood Freeman, Mathis & Gary 661 Forest Parkway, Suite E Forest Park, GA 30297 County: Clayton County, Georgia 112 Smith Street Jonesboro, GA 30236 Attn: Chairman With a copy to Clayton County, Georgia 112 Smith Street Jonesboro, GA 30236 Attn: Chief Staff Attorney Roman: Roman United Construction, LLC 517 Vinings Oaks Run SE. Mableton, GA 30126Attn: Jacques Roman 18845190_1/50,80041 Page 6 of 19and/or to such other addresses as any of the parties above mentioned shall designate by written notice. Any such notice shall be deemed to have been sent on the date it is deposited in the U.S. Mail as aforesaid, and shall be deemed received three (3) business days thereafter, provided, however, in the event any such notice is sent by overnight courier service, such notice shall be deemed received upon delivery by such service. Section 4.09 Binding on Successors and Assigns. Except as otherwise provided in this Agreement, all covenants, agreements, provisions and conditions of this Agreement shall be binding on and inure to the benefit of the Parties hereto, their respective personal representatives, successors and assigns. Section 4.10 Conflicting Provisions, This Agreement supplements the terms and conditions contained in the MOU, provided, however, to the extent of any conflict between the terms and conditions of this Agreement and the MOU, the Parties agree that this Agreement supersedes the MOU and that the terms and conditions of this Agreement shall prevail. Section 4.11 Foree Majeure. In the event either party hereto shall be delayed or prevented from the performance of any act required under this Agreement by reason of acts of God, strikes, lockout, riots, insurrection, war, terrorism, or other reason of a like nature not the fault of the party delayed in performing work or doing acts required under the terms of this Agreement ("Force Majeure"), but excluding failure to obtain financing, failure to obtain necessary governmental approvals or permits, or other similar inherent development risk factors, then performance of such act shall be excused for the period of the delay, and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay; provided that in the event of the occurrence of a Force Majeure event, the affected party shall provide written notice of the occurrence of the Force Majeure event to the other party within five (5) days of the occurrence of the Force Majeure event. The failure of the affected party to provide written notice of the Force Majeure event shall prevent the affected party from being excused from the delay in performance and prevent the affected party from receiving an extension for the period equivalent to the period of such delay. The party receiving the written notice of the occurrence of a Force Majeure event, in its sole, absolute and reasonable discretion, shall have the right to dispute the occurrence of the Force Majeure event. Section 4.12 Right of Reversion. In the event Developer or its successors and/or assigns fails to comply with any obligations of Developer under this Agreement, the Deed, the MOU, or the Site Plan (the “Documents”), or if Developer fails to commence construction (as defined in Section 3.03 of this Agreement) on or before January 1, 2024, or if Developer fails to complete construction on or before the Construction Completion Date, or if said Business Incubator is not constructed in compliance with the Documents, the Property shall revert to the Authority (collectively, the “Authority's Right of Reversion”). The Authority shall exercise the Authority's Right of Reversion by filing in the real estate records of Clayton County, Georgia, an affidavit indicating that the Authority has exercised its right of reversion. Upon the filing of such affidavit, the Property shall automatically, without further action, vest in fee simple in the Authority. Developer's execution of this Agreement evidences Developer's agreement to and acceptance of Authority's Right of Reversion, and Developer further waives any objection to the 18845190_1/50.80041 Page 7 of 19form or operation of the Authority's Right of Reversion as well as any effect said Authority's Right of Reversion may have on the marketability of title to said Property. Section 4.14 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument, Section 4.15 Relationship of Parties. Nothing in this Agreement shall create between Roman and the Authority the relationship of principal and agent, joint venturers, partners or any other similar or representative relationship, and Roman shall not hold itself out as an agent (except as expressly provided herein), representative, partner or joint venturer of the Authority or the County. The creation of a joint venturer, partner, or similar relationship shall be established and governed by a separate joint venture agreement, partnership agreement, or similar agreement. Section 4.16 Termination, In accordance with the Purchase and Sale Agreement under Section 2.04 of this Agreement, the Developer shall have the right to examine title to the Property at Developer's sole cost and expense, to obtain a current survey of the Property at Developer's sole cost and expense, and to inspect the Property, including environmental assessments, to evaluate the suitability of the Property for development as contemplated in the MOU and herein. If, after such Inspections or Environmental Assessments, the Developer finds the Property unsuitable, in Developer’s sole discretion, the Developer shall have the right to terminate the Purchase and Sale Agreement and this Agreement by sending a written notice of termination to the Parties on or before the expiration of the Due Diligence Period under the Purchase and Sale Agreement, and the Parties shall have no further obligations, rights, or duties under this Agreement, except as expressly provided herein. If either the County or the Authority has not approved the Site Plan within sixty (60) days of the submission of the same by the Developer to the County and the Authority, respectively, then Developer shall have the right to terminate this Agreement upon ten (10) days written notice to all Parties. [Remainder of page intentionally left blank] [Signatures appear on following page] 18845190_1/50.80041 Page 8 of 19[Signatures to Development Agreement] IN WITNESS WHEREOR, the parties have signed and sealed this Agreement the day and year first above written. ROMAN UNITED CONSTRUCTION, LLC Unofficial Witness By Jacques Roman, Manager Notary Public DEVELOPMENT AUTHORITY OF CLAYTON COUNTY Unofficial Witness By Regina Deloach, Chair Notary Public CLAYTON COUNTY, GEORGIA By fut > jrehda James, Clerk Nelary Public Development Agreement FINAL (clean). DOCX/50.80041 Page 9 of 19[Signatures to Development Agreement) IN WITNESS WHEREOF, the parties have signed and sealed this Agreement the day and year first above written. ROMAN UNITED CONSTRUCTION, LLC ek Unofficial Witness DEVELOPMENT AUTHORITY OF CLAYTON COUNTY fofficial Witnes; jina Deloach, Chair CLAYTON COUNTY, GEORGIA Brenda James, Clerk By Jeffrey E. Turner, Chairman Notary Public Development Agreement FINAL (clean). DOCX/50.80041 Page 9 of 19EXHIBIT A THE “PROPERTY” ‘That certain 7.12 +/- acre tract of land located at 5711 Jonesboro Road, in Clayton County, Georgia, known as Tax Parcel 12146A BOS, and being more particularly described as follows: All that tract or parcel of land lying and being in Land Lots 145 and 146 of the 12th District of Clayton County, Georgia, containing 7.134 acres and being more particularly described as follows: Beginning at a 1/2" iron pin placed at the southerly right of way line of Huie Road (60 foot right of way) and the westerly right of way line of Georgia State Highway Number $4 a.k.a, Jonesboro Road (tight of way varies); thence along said right of way line of Jonesboro Road South 23°44'51" East at a distance of 222.47 feet to a 1/2" iron pin placed; thence North 69°20'00" East at a distance of 25 feet to a 1/2" iron pin placed; thence South 20°40'00" East at, a distance of 120.88 feet to a 4” iron pin placed; leaving said right of way line thence South 73°06'43" West at a distance of 257.00 feet to a 1/2" iron pin placed; thence South 27°39'58" West at a distance of 70.00 feet to a 1/2" iron pin placed; thence South 12°09'S1" West at a distance of 12.00 fect to a /2" iron pin placed; thence South 76°55'24" East at a distance of 103.00 feet to a '/2" iron pin placed; thence South 09°38'29" West at a distance of 25.00 feet to a'/2" iron pin placed; thence South 88°13'58" West at a distance of 437.74 feet to an angle iron found on the Land Lot line common to Land Lots 145 and 146; thence along said Land Lot Line North 00°59'30” West at a distance of 16.45 feet to a 1/2" iron pin placed; thence along a curve to the right having a radius of $0.66 feet and an arc distance of $3.42 feet and being subtended by a chord bearing of South 80°51°33" West a distance of 50.98 feet to a point; thence along a curve to the right having a radius of 38.03 feet and an are distance of 36.28 feet, and being subtended by a chord bearing of North 46°22'46" West at a distance of 34.92 feet to a ‘/2" rebar found; thence North 15°51'S8" West at a distance of 19.41 feet to a /2" rebar founds thence along a curve to the right having a radius of 27.75 feet and an arc distance of 18.66 feet and being subtended by a chord bearing of North 01°40'46" East at a distance of 18.32 feet to a 1/2" rebar found; thence along a curve to the left having a radius of 40.51 feet and an are distance of 23.09 feet and being subtended by a chord bearing North 01°01'24" East at a distance of 22.78 feet to a 1/2" rebar found; thence North 17°20'21" West at a distance of 411.06 feet to a '/2" pin placed on the southerly right of way line of Huie Road, thence along, said right of way line North 87°07'29" East at a distance of 124.24 feet to a '/2" iron pin placed; thence North 86°57'49" East at a distance of 68.19 feet to a point; thence North 87°02'21" East at a distance of 280.34 feet to a point; thence North 88°09'15" East at a distance of 193.96 feet to a'/2" iron pin placed and THE TRUE POINT OF BEGINNING. Property herein conveyed is subject to all restrictions and easements of record, including the following, attached hereto and incorporated herein by this reference. Declaration of Easements and Restrictive Covenants dated August 28, 1992, as recorded in Deed Book 1825, Page 70, Clayton County, Georgia records. 18845190_1/50.80041 Page 10 of 19UCC Financing Statement from Ingles Markets, Inc. to Fleet Capital Corp., filed 6/8/98, as recorded in Deed Book 3454, Page 194, Clayton County, Georgia records. Indemnity Agreement from Lake City Developers, Ltd. to Georgia Department of ‘Transportation, dated 6/23/92, filed 11/3/92, in Deed Book 1840, Page 543, Clayton County, Georgia records. Water Easement from Lake City Developers, Ltd., to Clayton County Water Authority dated 9/10/92, filed 9/21/92 in Deed Book 1827, Page 272, Clayton County, Georgia records Sanitary Sewer Easement from Lake City Developers, Ltd., to Clayton County Water Authority dated 9/10/92, filed 9/21/92, in Deed Book 1827, Page 274, Clayton County, Georgia records. Right of Way Deed from Lake City Developers, Ltd., to Georgia Department of Transportation, dated 12/16/91, filed 12/18/91, in Deed Book 1754, Page 208, Clayton County, Georgia records. Easement from Lake City Developers, Ltd., to Georgia Power Company dated 4/3/92, filed 9/28/94, in Deed Book 2161, Page 114, Clayton County, Georgia records, Easement from Lovie W. Peacock, to Georgia Power Company, dated 2/12/50, filed 2/24/50, in Deed Book 75, Page 318, Clayton County, Georgia records. This being the same property conveyed by quitclaim deed recorded in the real estate records of Clayton County, Georgia, at Deed Book 11048, Page 128; Together with ‘That certain 6.22 +/- acre tract of land located at 1555 Millirons Way, Morrow, in Clayton County, Georgia, known as Tax Parcel 12146A BO11, and being more particularly described as follows: All that tract or parcel of land lying and being in Land Lot No. 146 of the 12th District of Clayton County, Georgia, containing 6.27 acres and commencing at a made corner on the west original line of said land lot a distance of 635.5 feet South, 114 ° East, of the northwest original comer of said land lot and running thence South 1° East along the original west line of said land lot a distance of 523.5 feet to a made corner; thence North 87° East 616.0 feet to made corner; thence North 20 1/2° West 574.5 feet; thence South 87° West 429.0 feet to the point of beginning. A plat of the above described property, made September 4, 1952, by R.S. Mundy, County Surveyor of Clayton County, is of record at Page 205 of Plat Book No. 3, Clerk's Office of Clayton Superior Court and is, by reference, made a part of this description herein. 18845190_1/50.80041 Page 11 of 19ALSO: All that tract or parcel of land lying and being in Land Lot 146 of the 12th Land District of Clayton County, Georgia, being a lot in the "Pierce A. Peacock Property" as per plat recorded in Plat Book 2, Page 260, Clayton County Records, and being more particularly described as follows: BEGINNING at a point on the southwesterly side of State Highway No. 54, 850 feet Southeasterly from the intersection of the southwesterly side of State Highway No. 54 with the north line of Land Lot 146; running thence southeasterly along the southwesterly side of State Highway No. 54, 191.5 feet; thence west 300 feet; thence northwesterly 191.5 feet; thence east, 300 fect to the southwesterly side of State Highway No. 54 and the point of beginning, Said property is subject to the following: Right of Way Easement fiom Mrs. Bakes G. Fort to Georgia Power Company dated July 17, 1937 and recorded July 19, 1937 in Deed Book 31, Pages 460-461, Clayton County, Georgia Records. Right of Way Easement from Pierce A. Peacock to Georgia Power Company dated February 21, 1950 and recorded March 3, 1950 in Deed Book 75, Pages 317-318, aforesaid records, Sanitary Sewer Line Easement from James H. Davis to Clayton County Water Authority dated April 16, 1959 and recorded April 30, 1959 in Deed Book 193, Page 71, aforesaid records. Right of Way Deed from James H. Davis to the Department of Transportation recorded in Deed Book 953, Page 519, aforesaid records. This being the same property conveyed by warranty deed recorded in the real estate records of Clayton County, Georgia, at Deed Book 4318, Page 309; Together with That certain 3.00 +/- acre tract of land located at 1546 Millions Way, Morrow, in Clayton County, Georgia, known as Tax Parcel 12146 BO18, and being more particularly described as follows: ALL THAT TRACT OR PARCEL OF LAND SITUATE, LYING AND BEING LOCATED IN LAND LOT 146 OF THE 12TH LAND DISTRICT OF CLAYTON COUNTY, GEORGIA AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS TO FIND THE TRUE POINT OF BEGINNING, COMMENCE AT AN IRON PIN FOUND (1/2" REBAR BENT) AT THE INTERSECTION OF THE NORTH RIGHT-OF-WAY OF WESTWOOD WAY WITH THE WEST RIGHT-OF-WAY OF GEORGIA STATE HIGHWAY NUMBER 54; THENCE. ALONG SAID RIGHT-OF-WAY, IN A GENERALLY NORTHWESTERLY DIRECTION, FOLLOWING THE BREAKS THEREOF, A 18845190_1/50.8004) Page 12 of 19DISTANCE OF 816.88 FEET TO A CONCRETE MONUMENT SET BEING THE TRUE POINT OF BEGINNING: THENCE ALONG A CURVE HAVING A RADIUS OF 50.00 FEET BEING SUBTENDED BY A CHORD WHICH BEARS SOUTH 21° 29' 48" WEST A DISTANCE OF 67.28 FEET HAVING AN ARC DISTANCE OF 73.80 FEET; THENCE SOUTH 63° 47' 34" WEST A DISTANCE OF 266.32 FEET TO THE BEGINNING OF A CURVE HAVING A RADIUS OF 225.00 FEET BEING SUBTENDED BY A CHORD WHICH BEARS SOUTH 76° 14' 42" WEST AN ARC DISTANCE OF 97.90 FEET; THENCE SOUTH 88°42'37" WEST A DISTANCE OF 216.16 FEET TO A CONCRETE MONUMENT SET: THENCE NORTH 01° 17' 23" WEST, A DISTANCE OF 224.62 FEET TO A CONCRETE MONUMENT SET; THENCE NORTH 61° 38' 26" EAST, A DISTANCE OF 62.42 FEET TO A CONCRETE MONUMENT SET: THENCE NORTH 88° 42' 37" EAST. A DISTANCE OF 96.71 FEET TO A CONCRETE MONUMENT SET: THENCE NORTH 01° 17° 23" WEST, A DISTANCE OF 21.97 FEET TO A CONCRETE MONUMENT SET; THENCE NORTH 88° 42' 37" EAST, A DISTANCE OF 399.02 FEET TO A CONCRETE MONUMENT SET ON THE SOUTHWEST RIGHT OF WAY OF GEORGIA STATE HIGHWAY NUMBER 54; THENCE SOUTH 20° 09' 19" EAST ALONG SAID RIGHT OF WAY A DISTANCE OF 84.33 FI ‘0 THE TRUE POINT OF BEGINNING. SAID TRACT CONTAINING 3.006 ACRES TOGETHER WITH A PERPETUAL SLOPE EASEMENT OVER THE FOLLOWING DESCRIBED LAND; ALL THAT TRACT OR PARCEL OF LAND SITUATE, LYING AND BEING LOCATED IN LAND LOT 146 OF THE 12TH LAND DISTRICT OF CLAYTON COUNTY, GEORGIA AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: TO FIND THE TRUE POINT OF BEGINNING, COMMENCE AT AN IRON PIN FOUND (1/2" REBAR BENT) AT THE INTERSECTION OF THE NORTH RIGHT-OF-WAY OF WESTWOOD WAY WITH THE WEST RIGHT-OF-WAY OF GEORGIA STATE HIGHWAY NUMBER 54; THENCE ALONG SAID RIGHT-OF-WAY, NORTH 19° 58" 00" WEST, A DISTANCE OF 155.19 FEET TO A POINT; THENCE NORTH 20° 09' 26" WEST, A DISTANCE OF 190.33 FEET TO A CONCRETE RIGHT-OF-WAY MONUMENT; ‘THENCE SOUTH 88° 46' 31" WEST, A DISTANCE OF 16.55 FEET TO A CONCRETE RIGHT-OF-WAY MONUMENT; THENCE NORTH 20° 09" 26" WEST. A DISTANCE OF 22.78 FEET TO A POINT; THENCE NORTH 69° 50' 34" EAST, A DISTANCE OF 15.66 FEET TO A POINT; THENCE NORTH 20° 11' 21" WEST, A DISTANCE OF 379.80 FEET TO A CONCRETE MONUMENT SET; THENCE ALONG A CURVE HAVING A RADIUS OF 50.00 FEET BEING SUBTENDED BY A CHORD WHICH BEARS SOUTH 21° 29' 48" WEST A DISTANCE OF 67.28 FEET AND HAVING AN ARC DISTANCE OF 73.80 FEET TO A POINT; THENCE SOUTH 63° 47' 34" WEST A DISTANCE OF 266.32 FEET TO A POINT AT THE BEGINNING OF A CURVE HAVING A RADIUS OF 225.00 FEET, BEING SUBTENDED BY A CHORD WHICH BEARS SOUTH 76° 14' 42" WEST. AND AN ARCDISTANCE OF 97.90 FEET TO A POINT; THENCE SOUTH 88° 42' 37" WEST, A DISTANCE OF 216.16 FEET TO A CONCRETE MONUMENT SET BEING THE TRUE POINT OF BEGINNING; THENCE SOUTH 88° 42' 37" WEST, A DISTANCE OF 25.62 FEET TO A POINT; THENCE NORTH 01° 17' 23" WEST, A DISTANCE OF 275.00 FEET TO A POINT; THENCE NORTH 88° 42' 37" EAST, A DISTANCE OF 177.92 FEET TO A 18845190_1/50.80041 Page 13 of 19CONCRETE MONUMENT SET; THENCE SOUTH 01°17' 23" EAST, A DISTANCE OF 21.97 FEET TO A CONCRETE MONUMENT SET; THENCE SOUTH 88° 42' 37" WEST, A DISTANCE OF 96.71 FEET TO A CONCRETE MONUMENT SET; THENCE SOUTH 61° 38' 26" WEST, A DISTANCE OF 62.42 FEET TO A CONCRETE MONUMENT SET; THENCE SOUTH 01° 17' 23" EAST, A DISTANCE OF 224.62 FEET TO THE POINT OF BEGINNING. SAID TRACT CONTAINING 0.257 ACRES. TOGETHER WITH AN EASEMENT FOR INGRESS AND EGRESS OVER THE FOLLOWING DESCRIBED LAND: ALL THAT TRACT OR PARCEL OF LAND SITUATE, LYING AND BEING LOCATED IN LAND LOT 146 OF THE 12TH LAND DISTRICT OF CLAYTON COUNTY, GEORGIA AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: TO FIND THE TRUE POINT OF BEGINNING, COMMENCE AT AN IRON PIN FOUND (1/2" REBAR BENT) AT THE INTERSECTION OF THE NORTH RIGHT-OF-WAY OF WESTWOOD WAY WITH THE WEST RIGHT-OF-WAY OF GEORGIA STATE HIGHWAY NUMBER 54; THENCE ALONG SAID RIGHT-OF-WAY, NORTH 19° 58' 00" WEST, A DISTANCE OF 155.19 FEET TO A POINT; THENCE NORTH 20° 09' 26" WEST, A DISTANCE OF 190.33 FEET TO A CONCRETE RIGHT-OF-WAY MONUMENT; THENCE SOUTH 88° 46' 31" WEST. A DISTANCE OF 16.55 FEET TO A CONCRETE RIGHT-OF-WAY MONUMENT; THENCE NORTH 20° 09' 26" WEST, A DISTANCE OF 22.78 FEET TO A POINT; THENCE NORTH 69° 50! 34" EAST, A DISTANCE OF 15.66 FEET TO A POINT: THENCE NORTH 20° 11’ 21" WEST, A DISTANCE OF 379.80 FEET TO A CONCRETE MONUMENT SET BEING THE TRUE POINT OF BEGINNING; THENCE SOUTH 20° 09' 28" EAST, A DISTANCE OF 148.51 FEET TO A POINT AT THE BEGINNING OF A CURVE HAVING A RADIUS OF 50.00 FEET, BEING SUBTENDED BY A CHORD WHICH BEARS NORTH 69° 49° 41" WEST, A DISTANCE OF 72.39 FEET, AND AN ARC DISTANCE OF 80.95 FEET TO A POINT; THENCE SOUTH 63° 47' 34" WEST, A DISTANCE OF 250.49 FEET TO A POINT AT THE BEGINNING OF A CURVE HAVING A RADIUS OF 275.00 FEET BEING SUBTENDED BY A CHORD WHICH BEARS SOUTH 76° 14 45" WEST A DISTANCE OF 118.71 FEET, AND AN ARC DISTANCE OF 119.65 FEET TO A POINT; THENCE SOUTH 88° 42' 37" WEST, A DISTANCE OF 216.16 FEET TO A POINT; THENCE NORTH 01° 17' 23" WEST, A DISTANCE OF 50.00 FEET TO A CONCRETE MONUMENT SET; THENCE NORTH 88° 42! 37" EAST, A DISTANCE OF 216.16 FEET TO A POINT AT THE BEGINNING OF A CURVE HAVING A RADIUS OF 225.00 FEET, BEING SUBTENDED BY A CHORD WHICH BEARS NORTH 76° 14! 42" EAST A DISTANCE OF 97.13 FEET AND AN ARC DISTANCE OF 97.90 FEET TO A POINT; THENCE NORTH 63° 47' 34" EAST, A DISTANCE OF 266.32 FEET TO A POINT AT THE BEGINNING OF A CURVE HAVING A RADIUS OF 50.00 FEET, BEING SUBTENDED BY A CHORD WHICH BEARS NORTH 21° 29' 48" EAST A DISTANCE OF 67.28 FEET, AND AN ARC DISTANCE OF 73.80 FEET TO THE POINT OF BEGINNING. SAID TRACT CONTAINING 0.752 ACRES. 18845190_1/50.80041 Page 14 of 19Subject to the following: 1. Easement from Pierce A. Peacock to Georgia Power Company, dated February 21, 1950, filed for record February 24, 1950, recorded in Deed Book 75, page 317, Clayton County records. 2. Sewer Easement from James H. Davis to Clayton County Water Authority, dated April 16, 1959, filed for record April 28, 1959, recorded in Deed Book 193, page 71, Clayton County records. Sewer Easement from J. H. Bell to Clayton County Water Authority, dated April 14, 1959, filed for record August 27, 1959, recorded in Deed Book 201, page 22, Clayton County records. 4, Sewer Easement from Fred S. Owens and Virginia T. Owens to Clayton County Water Authority, dated may 28, 1959, filed for record August 27, 1959, recorded in Deed Book 201, page 23, Clayton County records. 5. Restrictions and casements contained within that certain Right of Way Deed from James H. Davis to Department of Transportation, recorded in Deed Book 953, page 519, Clayton County records. 6. Easements contained in Warranty Deed from Development Authority of Clayton County to United States Postal Service, dated September 21, 2000, filed for record September 21, 2000, recorded in Deed Book 4546, page 344, Clayton County records, 7, All matters as shown on ALTA/ACSM Survey for Development Authority of Clayton County and Chicago Title Insurance Company, prepared by Ronnie Joiner, GRLS No. 2488, of Moreland Altobelli Associates, Inc., dated March 3, 2016; last revised Aptil 7, 2016. This being the same property conveyed by warranty deed recorded in the real estate records of Clayton County, Georgia, at Deed Book 10874, Page 640; Together with That certain 0.83 +/- acre tract of land adjacent thereto, known as Tax Parcel 12146A BO13, and being mote particularly described as follows: All that tract or parcel of land situate, lying and being located in Land Lots 145 and 146 of the 12th Land District of Clayton County, Georgia and being more particularly described as follows: To find the TRUE POINT OF BEGINNING, COMMENCE at the intersection of the north right-of-way of Clayton State Boulevard with the east right-of-way of Georgia State Highway 18845190_1/50.80041 Page 15 of 19Number 54; thence North 56° 50' 52" West, a distance of 167.37 feet to a point on the west right-of-way of Georgia State Highway No. 54; thence along said right-of-way, North 20° 09" 26" West a distance of 190.33 feet to a point; thence South 88° 46’ 31" West, a distance of 16.55 feet to a point; thence North 20° 09' 26" West, a distance of 379.80 feet to a point, being the TRUE POINT OF BEGINNING; thence along a curve concave to the west having a radius of 50.00 feet and a central angle of 84° 33! 58" and being subtended by a chord which bears South 21° 29' 48" West 67.28 feet; thence southerly and southwesterly along said curve, an are distance of 73.80 feet; thence South 63° 47' 34" West, a distance of 266.32 feet to the beginning of a curve concave to the north having a radius of 225.00 feet and a central angle of 24° 55' 50” and being subtended by a chord which bears South 76° 14' 42" West 97.13 feet; thence Southwesterly and Westerly along said curve, an are distance of 97.90 feet; thence South 88° 42' 37" West tangent to said curve, a distance of 331.71 feet to a point; thence North 01° 17' 23" West, a distance of 275.00 feet; thence North 88° 42 37" East, a distance of 666.87, feet; thence South 20° 09' 19" East, a distance of 84.33 feet to the TRUE POINT OF BEGINNING. Said tract contai ig 3.83 acres, more or less. This being the same property conveyed by quitclaim deed recorded in the real estate records of Clayton County, Georgia, at Deed Book 5879, Page 159; Together with ‘That certain 1.32 +Y- acre tract of land located at $803 Jonesboro Road, known as Tax Parcel 12146A BO10, and being more particularly described as follows: All that tract or parcel of land lying and being in Land Lot 146 of the 12th District of Clayton County, Georgia, being an unnumbered lot of the Pierce A. Peacock property as per plat recorded in Plat Book 260, Clayton County Records and being more particularly described as follows: BEGINNING at a point on the southwesterly side of State Highway No. 54, said point being located 1041.50 feet southeasterly as measured along the southwesterly side of Highway No. 54 from the intersection of the southwesterly side of said highway with the north land lot line of Land Lot 146; running thence Southeasterly along the southwesterly side of said highway a distance of 191.5 feet to an iron pin; thence Westerly 300 feet to an iron pin; thence Northwesterly 191.5 feet to an iron pin; thence Easterly 300 feet to the southwesterly side of State Highway No. 54 and the point of beginning, This being the same property conveyed by quitelaim deed recorded in the real estate records of Clayton County, Georgia, at Deed Book 4157, Page 289. 18845190_1/50.80041 Page 16 of 19Together with ‘That certain 0.87 +/- acre tract of land located at 5764 Jonesboro Road, Morrow, in Clayton County, Georgia, known as Tax Parcel 12146A BO12, and being more particularly described as follows: All that tract or parcel of land lying and being in Land Lot 146 of the 12th District of Clayton County, Georgia, according to survey made by R. $. Mundy, C.S, dated November 29, 1949, for Pierce A, Peacock, recorded in Plat Book 2, Page 260, Clayton County Records, and more perticularly described as follows: BEGINNING at a point on the southwest side of Highway 54 a distance of 658.5 feet southeasterly from the land lot line and running thence Westerly 300 feet; thence Southeasterly 191.5 feet; thence Easterly 300 feet to @ point on the southwest side of Highway 54; thence Northwesterly along the southwest side of Highway 54 a distance of 191.5 feet to the point of beginning, Subject to the following: (a) Easement from Pierce A. Peacock to Georgia Power Company dated February 21, 1950 and recorded March 3, 1950 in Deed Book 75, Pages 317-318, Clayton County, Georgia Records. (b) Sanitary Sewer Line Easement from Fred I. Owens and Virginia T. Owens to Clayton County Water Authority dated May 28, 1959 and recorded August 28, 1959 in Deed Book 201, Page 23, aforesaid records. This being the same property conveyed by quitclaim deed recorded in the real estate records of Clayton County, Georgia, at Deed Book 4157, Page 286; Together with That certain 2.78 +/- acre tract of land located at Huie Drive, Morrow, in Clayton County, Georgia, known as Tax Parcel 12145B A006, and that certain 4.35 +/- acre tract of land located at Huie Drive, Morrow, in Clayton County, Georgia, known as Tax Parcel 12145B A006Z, being more particularly deseribed as follows: All that tract or parcel of land lying and being in Land Lot 145 of the 12th Land District of Clayton County, Georgia and being more particularly described as follows: To locate the point of beginning, commence at the intersection of the easterly right of way line of Georgia Highway 54 and the northerly right of way line of Clayton State Boulevard; thence run North 56° 50' 52" West a distance of 167.37 feet in the westerly right of way line of Georgia Highway 54; thence leaving said right of way line run South 89° 33' 35" West a distance of 935.86 feet, said point being the TRUE POINT OF BEGINNING; thence run South 18845190_1/50.80041 Page 17 of 19along the land lot line separating Land Lots 143 and 146 South 01° 00' 59” East a distance of 341.93 feet to a point marked by an iron pin; thence run South 89° 13' 01" West a distance of 164.74 feet to a point in the run of Jesters Creek; thence run along the run of Jesters Creek North 40° 13° 48" West a distance of 14.91 feet; thence run along the run of Jesters Creek North, 02° 08' 45" East a distance of 145.19 feet to a point; thence run along the run of Jesters Creek North 00° 47' 21" East a distance of 105.37 feet to a point; thence run along the run of Jesters Creek North 32° 14' 55" West 102.63 feet; thence run along the run of Jesters Creek North 12° 04 27" West a distance of 96.43 feet to a point; thence run along the run of Jesters Creek North 20° 23' 47" West a distance of 105.72 feet to a point; thence run along the run of Jesters Creek North 26° 17' 07" West a distance of 104.14 feet to a point; thence run along the run of Jesters Creek North 08° 50° 17" West a distance of 127.76 feet to a point; thence run along the run of Jesters Creek North 13° 59' 30" East 113.80 feet to a point; thence run along the run of Jesters Creek North 55° 11" 56” West a distance of 61.41 feet to a point; thence run along the run of Jesters Creek North 08° 51’ 52" East a distance of 125.56 feet to a point; thence run along the run of Jesters Creek North 18° 20' 57” West a distance of 150.30 feet to a point; thence run along the run of Jesters Creek North 14° 37' 50" East a distance of 91.85 feet to a point; thence run along the run of Jesters Creek North 03° 48" 30" West a distance of 11.54 feet to a point; thence run along the run of Jesters Creek North 11° 44° 47" West 89.73 feet to a point in the Southerly right of way line of Huie Road; thence run along said right of way line North 88° 56" 38” East a distance of 185.49 feet to a point, thence run South 16° 55' 09" East a distance of 411.06 feet to a point; thence run along a curve to the right (said curve being subtended by a chord bearing South 01° 26' 52" West, a chord distance of 22.85 feet and a radius of 40.51 feet) an are distance of 23.16 feet to a point; thence run along a curve to the left (said curve being, subtended by a chord bearing South 02° 05' 08" West, a chord distance of 18.32 feet and a radius of 27.75 feet) an are distance of 18.67 feet; thence running South 15° 22' 49" East a distance of 19.42 feet; thence running along a curve to the left (said curve being subtended by a chord bearing South 45° 44’ 25" East, a chord distance of 34.92 feet, and a radius of 38,03 feet) an arc distance of 36.28 feet; thence running along a curve to the left (said curve being subtended by a chord beating North 83° 45' 10” East a chord distance of 47.19 feet, and a radius of 50.66 feet) an are distance of 49.09 feet to a point; thence running South 00° 33 22" East a distance of 16.78 feet to a point in the land lot line separating Land Lots 145 and 146; thence running South along said land lot line to the TRUE POINT OF BEGINNING. Subject to the following: 1. That certain twenty foot permanent sewer easement from W. H. Reynolds to Clayton County Water Authority dated July 29, 1974 and recorded July 30, 1974 in Deed Book TAI, Page 25, Clayton County, Georgia Records. 2. That certain Declaration of Easements and Restrictive Covenants by Lake City Developers, Ltd. dated August 28, 1992 and recorded September 14, 1992 in Deed Book 1825, Pages 70-79, Clayton County, Georgia Records. 3. That certain Memorandum of Lease between Lake City Developers, Ltd. and Brunos, Inc, dated September 28, 1992 and recorded October 29, 1992, aforesaid records. 18845190_1/50.80041 Page 18 of 19This being the same property conveyed by warranty deed recorded in the real estate records of Clayton County, Georgia, at Deed Book 4384, Page 275. All of the Property herein described is subject to all easements of record, as well as all matters which would be revealed by a physical inspection or by survey thereof. 18845190_1/50.80041 Page 19 of 19EXHIBIT B DRAW REQUESTDRAW REQUEST Request No. Date: To: Clayton County, Georgia (the “County”) CC: Development Authority of Clayton County (the uthority”) From: Roman United Construction, LLC (the “Developer”) Pursuant to Section 2.03 of the Development Agreement between and among the County, the Developer, and the Authority, the Developer hereby requests disbursement for the following, items shown on Exhibit “A” attached hereto and incorporated herein, as follows: Description: Amount of this Request: $ Total of all Requests to date (including this Request): $ ‘The undersigned, a duly authorized officer of the Developer, hereby represents and certifies to the County and the Authority that all amounts requested herein are for goods and services rendered solely and exclusively to and for the Business Incubator, that all goods have been delivered and all services have been provided, that there are no outstanding liens affecting the Business Incubator related to the provision of said goods and services, and that no portion of this Request is duplicative of any portion of any previous Request. Certified this day of 20HaHey Roman United Construction, LLC By: Its:EXHIBIT C GROUND LEASEGROUND LEASE This Ground Lease (this “Lease”) is effective as of December __, 2021 (the “Effective Date”), by and between the DEVELOPMENT AUTHORITY OF CLAYTON COUNTY, a public body corporate and politic (“Landlord”) and ROMAN UNITED CONSTRUCTION, LLC, a Georgia limited liability company (“Tenant”). WITNESSETH: WHEREAS, Landlord is the owner of that certain 7.12 +/- acre tract of land located at S711 Jonesboro Road, in Clayton County, Georgia, more particularly described as Tax Parcel 12146A BOIS, together with that certain 6.22 + acre tract of land located at 1555 Millirons Way, Morrow, in Clayton County, Georgia, more particularly deseribed as Tax Parcel 12146A BO11, together with that certain 3.00 +/- acre tract of land located at 1546 Millirons Way, Morrow, in Clayton County, Georgia, more particularly described as Tax Parcel 12146A BO18, together with that certain 0.83 +/- acre tract of land adjacent thereto, in Clayton County, Georgia, more particularly described as Tax Parcel 12146A BO13, together with that certain 1.32 +/- acre tract of land located at $803 Jonesboro Road, in Clayton County, Georgia, more particularly described as Tax Parcel 12146 BO10, together with that certain 0.87 #/- acre tract of land located at 5764 Jonesboro Road, Morrow, in Clayton County, Georgia, more particularly described as Tax Parcel 121464, BO12, together with that certain 2.78 +/- acre tract of land located at Huie Drive, Morrow, in Clayton County, Georgia, more particularly described as Tax Parcel 12145B A006, together with that certain 4.35 +/- acre tract of land located at Huie Drive, Morrow, in Clayton County, Georgia, more particularly described as Tax Parcel 12145B A006Z, and all more specifically described on Exhibit A attached hereto and incorporated by reference (collectively, the “Land”); and WHEREAS, Landlord and Tenant entered into a Memorandum of Understanding, dated as of February 10, 2021, approved by Clayton County (the “MOU"), for the development of the Property; and WHEREAS, Landlord and Tenant entered into a Development Agreement (the “Development Agreement”) further specifying the rights and obligations of each Party with respect to the development of the Property as agreed in the MOU; and WHEREAS, on or about the date hereot, Landlord and Tenant are entering into a Joint Venture Agreement (the “JV Agreement”) further specifying the rights and obligations of each Party with respect to the development and improvement of the Land as agreed in the MOU and the Development Agreement; and WHEREAS, this Lease, the MOU, the Development Agreement and the JV Agreement are sometimes hereinafter referred to as the “Project Documents”; and WHEREAS, pursuant to the terms of the MOU and the Development Agreement, Landlord desires to lease to Tenant, and Tenant desires to lease from Landlord the Land; los71311_s0.93968NOW, THEREFORE, in consideration of the mutual agreements contained in this, Lease, and in consideration of the investments to be made in the Land by Tenant as set forth in the Project Documents, Landlord leases to Tenant, the Land, Landlord and Tenant agree that improvements to be constructed on the Land (the “Improvements” will belong to Tenant during the term of this lease and afterward, except as otherwise provided in the Project Documents. The Land and the Improvements are sometimes referred to herein as the “Property.” This Lease is made upon the following terms and conditions: L Ter. (@) Initial Term. The initial term of this Lease (the “Term”) shall commence on the date hereof (the “Commencement Date”), and end on the date fifty (50) years after the Effective Date; provided, however, that the Lease will be deemed to have expired upon. ‘the purchase of the Property by Tenant in accordance with Section 18 below. I Ret. 2.1 Rent. Rent shall be Ten Dollars per annum. Landlord and Tenant acknowledge that Tenant has paid the first ten years of Rent in advance. 2.2 Net Lease. Except as otherwise specifically provided, this Lease is a “net” Lease. Tenant shall pay all rent and all other charges due under this Lease without notice or demand and free from any charges, taxes, assessments, impositions, claims, damages, expenses, deductions, set-offs, counterclaims, abatements, suspensions or defenses of any Kind. It is the intention of the parties that the obligations of Tenant shall be separate and independent covenants, that the rent and all other charges payable by Tenant shall continue to be payable in all events, and that the obligations of Tenant shall continue unaffected unless the requirement to pay or perform the same shall have been terminated or modified pursuant to an express provision of this Lease. Except as otherwise specifically provided in this Lease, Tenant shall pay and be responsible to Landlord for all costs, expenses, obligations, liabilities and acts necessary to and for the proper use, operation, maintenance, care and occupancy of the Land. UL. CONSTRUCTION OF IMPROVEMENTS; ALTERATIONS. 3.1 Construction of Improvements. Tenant shall construct the Project and perform all other construction related or other obligations required by and in accordance with the Project Documents. 3.2 Alterations. At any time during the Term, Tenant, at its sole expense, (i) shall make all interior, exterior and structural alterations and additions to any portion of the Improvements required by applicable law, regulation, ordinance, or order and/or the any Sub-Tenant Lease and (ii) may make other interior, exterior and structural alterations 19377311_/3093968,and additions to any portion of the Improvements as is convenient to Tenant. All alterations and additions made in accordance with this Section shall become part of the Improvements and shall remain the property of Tenant during the Term and, upon expiration of this Lease, shall pass to and become the property of Landlord, except as otherwise provided in the Project Documents. TV. Use oF LAND; REPAIR AND MAINTENANCE. 41 Permitted Uses. Tenant shall use or cause the use of the Land for the construction and development of the Project. 4.2 Repairs and Maintenance. Throughout the Term, Tenant, a its sole cost and expense, shall keep and maintain the Land and any Improvements in good condition and repair, natural wear and tear and depreciation excepted. Provided, however, that Tenant shall not be required to make any repairs or replacements of Improvements to the extent that the same are required of a Sub-Tenant pursuant to Sub-Tenant Lease. V. COMPLIANCE WITH LAWS AND AGREEMENTS; HAZARDOUS WASTE. 5.1 Compliance with Laws. During the Term, Tenant shall comply with and cause the Property and Project to be in compliance with all laws, ordinances and regulations, and other governmental rules, orders and determinations, whether or not presently contemplated (collectively, “Legal Requirements”) applicable to the Land or the ‘uses conducted on the Land and in accordance with the Sub-Tenant Leases. 5.2 Hazardous Waste. (a) Tenant shall not cause or permit any Hazardous Substance (as hereinafter defined) to be brought, kept or used in or about the Land by any Sub- Tenant, their subtenants, agents, employees, contractors, or invitees except in ‘commercial quantities similar to those quantities usually kept on similar Land by others in the same business or profession. Tenant shall require all Sub-Tenants to store, use and dispose of such materials in compliance with all applicable federal, state and local laws, including, without limitation, Applicable Environmental Law (as hereinafter defined). If any Hazardous Substance is released or otherwise results in any contamination of the Land or any adjoining property or the air, soil, surface water or ground water as a result of the actions of Tenant, any Sub-Tenant, or any other person, Tenant shall promptly take all actions, at its sole expense, as are necessary to return the affected area(s) to an acceptable environmental condition, including, without limitation, any investigation or monitoring of site conditions or any clean up, remediation, response, removal, encapsulation, containment or restoration work required because of the presenee of any such Hazardous Substance on, in or under the Land or any release or suspected release or threat of release of any such Hazardous Substance in the air, soil, surface water or ground water (collectively, the “Remedial Work”), Tenant shall obtain all necessary licenses, manifests, permits and approvals to perform the Remedial 1937311 1780 93963Work. Tenant shall perform all Remedial Work and the disposal of all waste generated by the Remedial Work in accordance with all Applicable Environmental Law. (b) Tenant shall indemnify, save harmless and defend Landlord, Landlord's managers and members and Affiliates, and its and their respective stockholders, members, directors, officers, agents and representatives (each an “Indemnified Party” and collectively the “Indemnified Parties”) from and against any and all claims (including, without limitation, third party claims for personal injury or real or personal property damage), actions, administrative proceedings (including informal proceedings), judgments, damages, punitive damages, penalties, fines, costs, liabilities, interest or losses (including, without limitation, diminution in value of the Land or adjoining property and sums paid in settlement of claims, attorney’s fees, consultant fees, expert fees and any fees and expenses incurred in enforcing this indemnity) incurred by, sought from or asserted directly or indirectly against Landlord or any Indemnified Party during or after the Term as. result ofthe presence of any Hazardous Substance on, in or under the Land or any release of any Hazardous Substance into the air, soil, surface water or ground water, due to the actions of tenant or its agents, employees or contractors and actions of Tenants in the Land, or as a result of a breach by Tenant of its obligations under Section 5.2(a) above. Tenant shall assume, pursuant to the foregoing indemnity, any liabilities or responsibilities which are assessed against Landlord in any action described under Section 5.2(b) above. Tenant shall provide to Landlord copies of all communications, filings or other writings, photographs or materials given to or received from any person, entity or agency in connection with any cleanup or Remedial Work conducted by Tenant, and shall notify Landlord of, and permit Landlord’s representative to attend, any meetings or oral communications relating thereto. (©) As used herein, the term “Hazardous Substance” means any hazardous or toxic substance, material, or waste which is or becomes regulated by any local governmental authority, the State of Georgia or the United States Government, including, without limitation, (i) any substance, chemical or waste that is or shall be listed or defined as hazardous, toxic or dangerous under Applicable Environmental Law, (ii) any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any federal, state ot local governmental authority pursuant to any environmental, health and safety or similar law, code, ordinance, rule, regulation, order or decree and which may or could pose a hazard to the health and safety of occupants or users of the Leased Property or any part thereof, any adjoining property or cause damage to the environment, (iii) any petroleum products, (iv) PCBs, (v) leaded paint, and (vi) asbestos. As used herein, the term “Applicable Environmental Law” shall include the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. §§ 9601 er se., the Resource Conservation and Recovery Act (“RCRA”), 42 U.S.C. §§ 6901 et seq., the Federal Water Pollution Control Act, 33 U.S.C. §§ 1251 er seq., the Clean Air Act, 42 U.S.C. §§ 7401 et seq., the Hazardous Materials ‘Transportation Act, 49 U. S. C. §§ /80/ et seg., the Toxic Substances Control Act, 4 193773111150 93965,15 U. S.C. §§ 2601 ef seq., and the Safe Drinking Water Act, 42 U.S.C. §§ 300f through 300j-26, as such Acts have been or are hereafter amended from time to time; any so called superfund or superlien law; and any other federal, state and local statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to of imposing liability or standards of conduct conceming any hazardous, toxic or dangerous waste, substance or material as now or any time hereafter in effect. (@ _Inconnection with any indemnity obligation created in the Lease, the indemnified party shall promptly notify the indemnifying party of any suit, claim or threatened claim and so long as the indemnifying party demonstrates reasonable financial responsibility the indemnifying party shall control all defense (although with counsel reasonably satisfactory to the indemnified party) and settlement of any claim and the indemnified party shall render such cooperation as is reasonably necessary to defend the claim, VI. MECHANICS’ OR MATERIALMEN’S LIENS. ‘Tenant will not ereate or permit to be created or to remain, and will promptly discharge, at its sole cost and expense, any lien, encumbrance or charge upon the Land, any part thereof or upon Tenant’s leasehold interest, which arises out of the use or occupaney of the Land by Tenant or by reason of any labor or materials furnished or claimed to have been furnished to Tenant or any subtenant of Tenant, or by reason of any construction, addition, alteration or repair of any part of the Land. If any such lien is filed against the Land, Tenant shall, within 30 days after notice of the filing thereof cause sueh lien to be released or discharged with respect to the Property by payment or bonding. ‘Nothing contained in this Lease shall be construed as constituting the consent or request of Landlord, expressed or implied, to or for the performance by any contractor, laborer, materialman, or vendor of any labor or services or for the furnishing of any materials for any construction, alteration, addition, repair or demolition of or to the Land or any part thereof. Notice is hereby given that Landlord will not be liable for any labor, services or materials furnished or to be furnished to Tenant, or to anyone holding the Land or any part thereof through or under Tenant, and that no mechanic’s or other liens for any such labor, services or materials shall attach to or affect the interest of Landlord in and to the Land. VII. ‘TAXES, ASSESSMENTS AND OTHER CHARGES. As additional rent hereunder, Tenant shall pay: (i) all taxes, assessments, levies, fees, fines, penalties and all other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, which are during the Term hereof (and whether payable before, during or after the Term) imposed or levied upon or assessed against (A) the Land, (B) the Improvements on the Land, (C) any Base Rent or any additional rent or other sum payable by Tenant hereunder, or (D) this Lease, the leaschold estate hereby created or which arises in respect of the operation, possession or use of the Land; and (ii) all gross receipts or similar taxes (i.e., taxes based upon gross income which fail to take into account all customary deductions (e.g. depreciation and interest) relating to the Property imposed or levied upon, assessed against or measured by any Rent. If Tenant fails to pay any of the foregoing at least 10 days before they become delinquent, Landlord, 5 193773111180 93963after notice to Tenant, may pay such delinquent taxes, assessments, levies, fees, fines, penalties and governmental charges, and all expenditures and costs incurred thereby shall be payable as additional rent hereunder within 30 days after such notice to Tenant. If the Land or any portion thereof is included in a tax parcel with other properties, Tenant shall be responsible for only that portion of taxes and assessments allocated to the Land, as reasonably determined. Landlord shail furnish to Tenant copies of tax bills together with statements of the amount due from Tenant, Tenant shall pay these amounts within 20 days after receipt of Landlord's statement. Tenant's obligations under this Section shall survive the expiration of this Lease. The parties will cooperate to have tax bills sent directly to ‘Tenant and for Tenant to pay such tax bills directly. ‘VIII. UniLities. Tenant at its sole cost and expense shall obtain and promptly pay for all utility services furnished to or consumed on the Land, including, but not limited to, electricity, gas, water, sewer, heat, telephone, garbage collection, and all charges related to any of these services. The parties will cooperate to have utility bills sent directly to Tenant. TX, LIABILITY, FIRE AND CASUALTY INSURANCE. 9.1 Liability, Casualty, and Other Insurance. During the Term, Tenant shall pay all premiums for and provide and keep in force, at its sole cost and expense, such insurance coverage as may be required by Tenant’s lender and any Sub-Tenant. All such insurance shall name Landlord as an additional insured. 9.2 Indemnity. (9) Except with respect to the gross negligence or willful misconduct of Landlord, as to which no indemnity is provided, Tenant shall indemnify, save harmless and defend (with counsel acceptable to Landlord) Landlord and the Indemnified Parties from and against ‘any and all claims (including, without limitation, third party claims for personal injury or real or personal property damage), actions, administrative proceedings (including informal proceedings), judgments, damages, punitive damages, penalties, fines, costs, liabilities, interest or losses (including, without limitation, diminution in value of the Land and sums paid in settlement of claims, attorney’s fees, consultant fees, expert fees and any fees and expenses incurred in enforcing this indemnity) incurred by, sought from or asserted directly or indirectly against Landlord or any Indemnified Party during or after the Term arising out of or resulting from (i) the use or occupancy of the Land or any business conducted thereon, (ii) any act, fault, omission to act or misconduct by Tenant or any affiliate of Tenant or any employee, agent, licensee, or contractor of Tenant during the Term, (iii) any accident, injury or damage whatsoever caused to any person or property during the 198773111180 93963‘Term in or about the Land or outside of the Land where such accident, injury or damage results or is claimed to have resulted from any act, fault, omission to act or misconduct by Tenant, or any affiliate of Tenant, or any employee, agent, licensee, or contractor of Tenant, ot the condition of the Land or Improvements, (iv) any accident, injury or damage whatsoever caused to any employee, agent, licensee, invitee or patient of Tenant or any subtenant, or (v) any breach by Tenant or any affiliate of Tenant in the performance or observance of the terms, covenants, or provisions of this Lease. (9) Except with respect to the gross negligence or willful misconduct of Tenant, and except as to matters indemnified by any Sub-Tenant under a Sub-Tenant Lease, as to which no indemnity is provided, Landlord shall indemnify, save harmless and defend (with counsel acceptable to Tenant) Tenant and the Indemnified Parties from and against any and all claims (including, without limitation, third party claims for personal injury or real or personal property damage), actions, administrative proceedings (including informal proceedings), judgments, damages, punitive damages, penalties, fines, costs, liabilities, interest or losses (including, without limitation, diminution in value of the Land and sums paid in settlement of claims, attorney’s fees, consultant fees, expert fees and any fees and expenses incurred in enforcing this indemnity) incurred by, sought from or asserted directly or indirectly against Tenant or any Indemnified Party during or after the Term arising out of or resulting from (i) any act, fault, omission to act or misconduet by Landlord or any affiliate of Landlord or any employee, agent, licensee, or contractor of Landlord during the Term, (ii) any accident, injury or damage whatsoever caused to any person or property during the Term outside of the Land where such accident, injury or damage results or is claimed to have resulted from any act, fault, omission to act or misconduct by Landlord, or any affiliate of Landlord, or any employee, agent, licensee, or contractor of Landlord, (ii) any accident, injury or damage whatsoever caused to any employee, agent, licensee, invitee or patient of Landlord, or (iv) any breach by Landlord or any affiliate of Landlord in the performance or observance of the terms, covenants, or provisions of this Lease. 9.8 Risk of Loss. During the Term, the risk of loss or of decrease in the enjoyment or beneficial use of the Land or Project in consequence of the damage or destruction theteof by fire, the elements, casualty, thefis, riots, wars or otherwise, or in consequence of foreclosures, attachments, levies or executions is assumed by Tenant and, in the absence of the gross negligence or misconduct of Landlord, Landlord shall in no event be answerable or accountable therefor (except for the obligation to account for awards to the extent provided in Section 10 below), and so long as no Event of Default has 19377311 180.95965,occurred and is continuing and subject to the terms of this Lease, Landlord waives all rights and disclaims any interest in any insurance adjustments and settlements with respect to damage to the Project. 9.9 Waiver of Subrogation. Landlord and Tenant and all parties claiming under them mutually release and discharge each other from all claims and liabilities arising from or caused by any casualty or hazard covered in whole or in part by the casualty and liability insurance to be carried on the Land by the other Party, or in connection with any improvements on or activities conducted on the Land, and waive any right of subrogation which might otherwise exist in or accrue to any person on account thereof, and evidence such waiver by endorsement to the required insurance policies, provided that such release shall not operate in any case where the effect is to invalidate or increase the cost of such. insurance coverage (provided that in the case of increased cost, the other party shall have the right, within 30 days following written notice, to pay such increased cost, thereby Keeping such release and waiver in full force and effect). X. CONDEMNATION AND CASUALTY. 10.1 Casuatty, At any time during the Term, if any buildings or improvements now or hereafter on the Land are damaged and/or destroyed in whole or in part by fire, theft, the elements, or any other cause, this Lease shall continue in full force and effect, and Tenant, at its sole cost and expense, shall repair and restore the damaged or destroyed improvements according to the original Project plans and specifications or according to such modified plans and specifications as shall be determined by Tenant, as approved by the Landlord, and as approved by Clayton County with respect to the Business Incubator facility. 10.2 Application of Insurance Proceeds. Any and all fire or other insurance proceeds that become payable at any time during the Term because of damage to or destruction of any improvements on the Land shall be paid to Tenant. 10.3 Condemnation. If, during the Term, a portion of the Land shall be taken by condemnation or other eminent domain proceedings pursuant to any law, general or special, by an authority (“Condemning Authority”) having the power of eminent domain, or is sold to a Condemning Authority under threat of the exercise of that power, this Lease shall continue and there shall be no termination of this Lease or abatement of Base Rent. ‘Tenant shall be entitled to the full award with respect to the award for the taking as to the Improvements, other than the Business Incubator facility. Clayton County shall be entitled to any and all awards relating to the Business Incubator facility, and Landlord shall be entitled to any award relating to the Land. 19977311 1/50.93968,XI ASSIGNMENT AND SUBLETTING; SALE AND LEASING OF IMPROVEMENTS. 11.1 General. Tenant may not, directly or indirectly, sell, assign, sublease or otherwise transfer all or any portion of the Land or Tenant's interest in this Lease without first obtaining the prior written consent of Landlord. 11.2 Permitted Assignments. Without limitation of Section 11.1 Tenant may sell, assign and transfer the Land and its interest in this Lease to a real estate investment trust, commercial bank or other lending institution in connection with and as collateral security for the construction and permanent financing of the Project. 113 Permitted Subleases. Without limitation of Section 11.1, Tenant shall be entitled to execute subleases with respect to the Project on any terms desired by Tenant, (‘Sub-Tenant Leases”), provided all subleases conform to and comply with the Project Documents. Tenant shall supply a copy of all subleases and current contact information for all subtennts to Landlord upon request, within seven (7) days of such request. XIL Perirrep Contests. Tenant shall not be required, nor shall Landlord have the right, to pay, discharge or remove any taxes, charges, liens or encumbrances, or to comply with any legal requirements applicable to the Land, so long as no Event of Default has occurred and is continuing, and so long as Tenant notifies or has notified Landlord that Tenant contests, or intends to contest, in good faith, the existence, amount or validity of the matter in question by appropriate proceedings. This right of Tenant to withhold performance while proceedings are pending shall apply only if Tenant's proceedings effectively prevent any sale, forfeiture or loss of the Property or Landlord’s rights under this Lease, and only if the proceedings do not subject Landlord to the risk of any criminal liability or any eivil liability and, if required by the appropriate taxing authority or Landlord, only if Tenant posts cash. or bond collateral sufficient in amount to pay and discharge any such lien, charge or encumbrance. Nothing contained in this Section shall be deemed to relieve Tenant from any obligation to pay the Base Rent or other sum required to be paid under this Lease. Tenant shall give such reasonable security as may be demanded by Landlord to insure ultimate payment of the amounts and compliance with the Legal Requirements contested, and/or any potential sale or forfeiture of the Property or any Base Rent or other sum required to be paid by Tenant under this Lease. XII EVENTS oF DEFAULT: REMEDIES. 13.1 Events of Default. If one or more of the following events (each an “Event of Default”) shall occur: (a) Tenant fails to pay any installment of Base Rent within ten (10) days after the date due and fails to cure such default within ten (10) days after notice from Landlord, or Tenant fails to pay within thirty (30) days after the date due (and 19307311_115083963notice of such from Landlord) any other amount to be paid under this Lease by Tenant; (b) Tenant shall abandon the Land, or the Improvements now or hereafter constructed thereon, where such abandonment continues for a period of thirty (30) days after notice thereof by Landlord to Tenant; (©) Tenant defaults under the terms or conditions of any Fee Mortgage and fails or cure such default within the cure periods, if any, provided therein; or () Tenant fails to perform or observe any other covenant or condition to be performed or complied with by Tenant under this Lease, and Tenant does not cure such failure within 30 days after written notice by Landlord to Tenant (or, if the failure is of such a nature that it cannot reasonably be completely cured or remedied within such 30-day period, Tenant fails to commence to cure the default during the 30-day period, or does not thereafter, diligently prosecute such remedy or cure to completion). then, and in any of those events, Landlord shall have the right to the remedies described in Section 13.2. 13.2 Landlord Remedies. If any Event of Default shall have occurred, Landlord, subject to the limitations in Section 20.14 hereof, may exercise any one or all of the following remedies in addition to all other rights and remedies provided by law or equity, from time to time, to which Landlord may resort cumulatively or in the alternative: (2) Landlord may, at Landlord’s election, re-enter the Land and the Improvements thereon, and without terminating this Lease, at any time, relet the Land and Improvements, or any part of them, for the account, and in the name of ‘Tenant or otherwise, all upon commercially reasonable rates and terms reasonably determined by Landlord, without hereby obligating Landlord to relet the Land and the Improvements or make an effort to relet either or both of them in whole or in part, at any time. Any reletting may be for the remainder of the Term or for any longer or shorter period. Landlord may execute any leases made under this provision either in Landlord’s name or in Tenant’s name, and Landlord shall be entitled to all rents from the use, operation or occupancy of the Land or Improvements, or both. Landlord shall have the further right, at Landlord's option, to make such reasonable and necessary alterations, repairs, replacements and/or restorations which shall not operate or be construed to release Tenant from liability hereunder. Tenant shall nevertheless pay to Landlord upon demand all sums required of Tenant under this Lease, plus Landlord’s reasonable expenses hereunder. No act by or on behalf of Landlord under this provision shall constitute a termination of this Lease. (6) Landlord may, at Landlord’s election, use Tenant’s personal property and trade fixtures or any of such property and fixtures without compensation and without liability for use or damage, or store them for the account 10 19977311 115093965and at the cost of Tenant. The election of one remedy for any one item shall not foreclose an election of any other remedy for another item, or for the same item at a later time. (©) Landlord may terminate this lease upon ten (10) days written notice to Tenant. 13.3. Landlord's Right to Cure Defaults. If an Event of Default shall have occurred and be continuing, Landlord, without being under any obligation to do so and without waiving such Event of Default, may make such payment and/or remedy such Event of Default for the account of Tenant (and enter the Land for such purpose) and thereupon Tenant shall be obligated, and hereby agrees, to pay Landlord, upon demand, all costs, expenses and disbursements (including reasonable and actual attorneys’ fees) incurred by Landlord in taking such remedial action. 13.4 Remedies Cumulative. Suit or suits for the recovery of such damages, or any installments thereof, may be brought by Landlord from time to time at its election, and nothing contained herein shall be deemed to require Landlord to postpone suit until the date when the term of this Lease would have expired nor limit or preclude recovery by Landlord against Tenant of any sums or damages which, in addition to the damages particularly provided above, Landlord may lawfully be entitled by reason of any default hereunder on the part of Tenant. All the remedies given to Landlord and all rights and remedies given to it at law and in equity shall be cumulative and concurrent, 13.5 Tenant's Liability Affer Default. If Tenant shall default in the performance of any of its obligations under this Lease, Landlord, without thereby waiving such default, may (but shall not be obligated to) perform the same for the account and at the expense of Tenant, without notice in a case of emergency, and in any other case only if such deftult continues after the expiration of the curing period applicable, if any, under Section 13.1. Any expenses incurred by Landlord in connection with any such performance, and all costs, expenses, and disbursements of every kind and nature whatsoever, including reasonable attomeys’ fees including appellate, bankruptey and post-judgment proceedings involved in collecting or endeavoring to collect the rent or any additional rent or any part thereof or enforcing or endeavoring to enforce any rights against Tenant or Tenant’s obligations hereunder, shall be due and payable upon Landlord’s submission of an invoice therefor. All sums advanced by Landlord on account of Tenant under this section, or pursuant to any other provision of this Lease, and all rent, if delinquent or not paid by Tenant and received by Landlord when due hereunder, shall bear interest at 10% per annum, from the due date thereof until paid and the same shall be and constitute additional rent and be due and payable upon Landlord’s demand therefor. 13.6 Default by Landlord. Landlord shall be in default under this Lease if Landlord fails to perform any of its obligations hereunder and said failure continues for a period of 30 days after written notice thereof from Tenant to Landlord (unless such failure cannot reasonably be cured within 30 days and Landlord shall have commenced to cure said failure within 30 days and continues diligently to pursue the curing of the same). If, uw 193773111180 93963Landlord shall be in default under this Lease, Tenant shall be entitled to all rights and remedies under Georgia law. XIV. HoLpinc Over, If Tenant remains in possession of the Land or any part thereof after the expiration of the Term or any extension thereof, Tenant shall become a tenant at sufferance and shall pay the Landlord a rent at the rate of 125% of the previously applicable Base Rent and percentage rent, if applicable, on a monthly basis so long as the Tenant remains a holdover tenant, Notwithstanding that Landlord may allow Tenant to continue in possession after the expiration or sooner termination of this Lease, neither that nor the provisions of this Section shall constitute a waiver of any of Landlord’s rights under this Lease. Further, notwithstanding the payment of rent by Tenant and acceptance thereof by Landlord as, provided in this Section, Tenant shall be in continuing breach of this Lease at any time or uring any period in which Tenant is a holdover tenant. XV. SURRENDER. Except as otherwise provided in the Project Documents,the Improvements and any other leasehold improvements shall be the sole property of Tenant at the expiration of t Lease without any compensation to Landlord. By expiration of this Lease, Tenant may remove any of Tenant's trade fixtures, furniture, furnishings, and other personal property from the Land and Tenant shall repair any damage that may result to the Land from such removal. XVI. FINANCING, 16.1 Tenant's Financing. Tenant shall have the right during the Term to subject, Tenant’s leasehold interest in the Land to one or more mortgages, deeds of trust, assignments of lease, security agreements or other methods of financing or refinancing (a “Leasehold Mortgage,” any holder of which is called a “Morfgagee”), or to any one or more extensions, modifications or renewals or replacements of a Mortgage subject, however, to the following: (a) Each Leasehold Mortgage or other security instrument acquired by the Mortgage shall be subject and subordinate to all rights and interests of Landlord herein and shall be a lien only on Tenant’s interests in and to this Lease and the leasehold estate and shall not be a lien on Landlord's interest in the Land or any portion of the Land or Landlord’s reversionary interest in the Improvements, unless otherwise provided in Section 18 below. Each Leasehold Mortgage shall be subject to the terms and provisions of this Lease, and the Mortgagee, or anyone claiming by, through or under the same, shall not, by virtue thereof, acquire any greater rights hereunder than Tenant has under this Lease. For purposes of clarity, a Leaschold Mortgage SHALL be entitled to exercise Tenant's right to purchase set forth in Article 18 below; 12 193773111150 939683(b) Landlord shall not be liable for the payment of the sum secured by such Leasehold Mortgage, nor for any expenses in connection with the same, and neither such Mortgage nor any instrument collateral thereto shall contain any covenant or other obligation on Landlord’s part to pay such debt, or any part thereof, or to take any affirmative action of any kind whatsoever or to perform or observe any obligation or agreement other than its obligation to subject its interest in the Land to the Leasehold Mortgage; (©) _ No Leasehold Mortgage may secure any indebtedness unrelated to the Land and Improvements or serve as eross-collateral for any loan made to Tenant, that is seoured by real property other than the Land; and (@) Tenant shall detiver to Landlord copies of all documents recorded to evidence any and all Leasehold Mortgages and all notices of default received by ‘Tenant from the Mortgage; and as stated above, the Leasehold Mortgage shall be required, as a condition to Landlord's consent to the Leasehold Mortgage, to deliver copies of default notices to Landlord simultaneously upon mailing to Tenant, (©) Landlord may not mortgage its Fee interest in the Land, except for the terms of the Development Authority of Clayton County Revenue Refunding Bonds, Series 2015A and 2015B. Landlord shall not modify or extend the terms of the bond financing without the consent of Tenant, which consent shall not unreasonably be withheld. 16.2 Tenant's Obligations. Tenant shall cause a true, complete and correct copy of the original of each Leasehold Mortgage, together with written notice containing the name and post office address of the holder thereunder, to be delivered to Landlord. Tenant shall, from time to time, when and as requested by Landlord, deliver to Landlord a certificate from the Mortgagee certifying as fo the amount of the unpaid principal balance under the Leasehold Mortgage held by such person, together with accrued interest thereon, and whether or not such Mortgagee has given a written notice of default. XVII. Ricuts oF MorTGAGEe. 17.1 Notice to Mortgage. If an Event of Default shall have occurred and be continuing, Landlord shall send a copy of the written notice of the Event of Default to Mortgage at its address as provided in writing to Landlord by Tenant. Mortgage shall hhave 30 days beyond the period allowed to Tenant and after delivery of the written notice from Landlord within which to cure or remove the Event of Default, if such Event of Default is capable of being cured within such period, and if the Event of Default is not capable of being cured within such period, then Mortgage shall have a reasonable time thereafter to effect such cure, provided that Morigagee promptly commences to cure the same and thereafter pursues the curing of the Event of Default with diligence. Notwithstanding any other provision of this Lease, Landlord shall not have any right pursuant to this Lease or otherwise to terminate this Lease due to Tenant’s default or otherwise, B17.2. Acceptance of Cure. Landlord will accept performance by Mortgagee of any covenant, agreement or obligation of Tenant contained in the Lease with the same effect as though performed by Tenant. 17.3 New Lease. If this Lease is terminated in the event of the rejection or disaffirmance of this Lease pursuant to bankruptcy laws or other laws affecting creditors’ rights, Landlord will enter into a new lease of the Property with Mortgagee, or any party designated by the Mortgagee, within 30 days after the request of Mortgage referred to below. The new lease shall be effective as of the date of termination, rejection or disaffirmance of this Lease and shall be upon the same terms and provisions contained in this Lease (including the amount of the Base Rent and other sums due fiom Tenant hereunder), provided said party also accepts Tenant's obligations under the Project Documents, subject to the approval of Clayton County, Georgia. In order to obtain a new lease, Mortgage must make a written request to Landlord for the new lease within 90 days afer Mortgagee is notified of the effective date of termination, rejection or disaffirmance of the Lease, as the case may be, and the written request must be accompanied by a copy of the new lease, duly executed and acknowledged by Mortgagee or the party designated by Mortgage as tenant. In addition, Mortgagee must cure all Events of Default under the Lease that can be cured by Mortgagee and pay to Landlord all Base Rent and other sums that would have been due and payable by Tenant under this Lease but for the rejection, disaffirmance or termination. If Mortgagee, or the party so designated by the Mortgagee, shall have entered into a new lease with Landlord pursuant to this Section 17.3, then any Event of Default under this Lease that cannot be cured by Mortgagee shall be deemed cured. Any new lease made pursuant to this Section 17.3 shall have the same priority as this Lease. Mortgagee’s rights under this Section 17.3 are in addition to, and not limited by, Mortgagee’s right to cure under Section 17.1. The provisions of this Section 17.3 are a separate and independent contract made by Landlord and Mortgage. From the effective Gate of termination, rejection or disaffirmance of this Lease to the date of execution and delivery of such new lease or the expiration of the period during which Mortgagee may make a request, Mortgagee may, upon payment of the Base Rent and any other sums as may be due from Tenant and performance of Tenant’s obligations under this Lease, use and enjoy the leaschold estate in accordance with the terms of this Lease without hindrance by Landlord. 17.4 Delay for Foreclosure. If the Landlord has given Mortgage notice of Tenant’s Event of Default under Section 17.1 and Mortgage desires to cure the Event of Default butis unable to do so while Tenant is in possession of the Property, then Mortgage shall have the right to postpone the specified date for effecting a cute of the Event of Default for a period reasonably sufficient to enable Mortgage or its designee to acquire Tenant's interest in this Lease by foreclosure of its Mortgage or otherwise, as long as Mortgagee pays Landlord the Base Rent and other sums due under this Lease during the postponement and performs Tenant's other obligations under this Lease which may be performed by Mortgagee pending foreclosure. Mortgagee shall exercise the right to extend the cure period by giving Landlord notice prior to the last date that Landlord would otherwise be entitled to elect a cure and by tendering to Landlord any Base Rent and other charges then in default 14 19379311 178093965,175 No Surrender. If any Mortgage is in effect, Landlord will not accept a voluntary surrender of this Lease. If any Mortgage is in effect, this Lease shall not be modified or amended without the prior written consent of Mortgage. 17.6 Nonliability for Covenants. ‘The provisions of this Section 17 are for the benefit of Mortgagee and Landlord and may be relied upon and shall be enforceable by Mortgage and Landlord. Neither Mortgage nor any other holder or owner of the indebtedness secured by the Mortgage or otherwise shall be liable upon the covenants, agreements or obligations of Tenant contained in this Lease, unless and until Morigagee or that holder or owner acquires the interest of Tenant, except as expressly provided otherwise in Sections 17.3 and 17.4, 17.7. Certain Conditions; Rights of Landlord. In order for any Mortgage to be entitled to the benefits provided by this Article XVII and in order for such Leasehold Mortgage not to violate the prohibitions set forth in Section 11, the Mortgagee must expressly agree in a written agreement with Landlord in recordable form as follows: (i) that the Mortgagee will give Landlord notice of any written notice of default given by mortgagee to Tenant after default by Tenant under the Leasehold Mortgage, (ii) that Landlord will have the option, but not the obligation, to cure said default within such 30- day period if it shall so choose, unless such default is of such a nature that it cannot be completely cured within such 30-day period, in which event Landlord shall have such longer period as shall be reasonably necessary to cure such default if Landlord shall so choose, provided Landlord commences such cure with such 30-day period and thereafter diligently prosecutes such cure to completion within 90 days, and (iii) that the Mortgage will accept cure of any such default by Landlord. ‘Tenant hereby consents to any cure by Landlord of any default by Tenant under the Leasehold Mortgage. Tenant shall reimburse Landlord for all payments, costs and expenses made, paid or incurred, together with interest thereon (which payments costs, expenses and interest shall be considered additional rent hereunder), by Landlord in connection with the cure of any such default or the acquisition of any loan by Landlord, including attomney’s fees, immediately upon receipt of Landlord's written demand for reimbursement, XVIII. PURCHASE OF PROPERTY Within thirty (0) days after Landlord provides Tenant with notice that the bond financing referenced in Section 16.1(e) above has been repaid by Landlord and the Property is released from the any lien relating thereto, Landlord shall sell and Tenant shall purchse the Property from Landlord for the price of Ten Dollars ($10.00). For purposes of clarity, this includes without limitation all Land and Improvements. The closing will be at the offices of Tenant's attorney or by mail and shall be at a time agreed by the Parties. Either party may extend the date for closing from time to time as reasonably necessary to prepare for Closing. The parties will execute such documents, including without limitation Landlord’s execution of a limted warranty deed, as are reasonably required by Tenant’s title company to insure Tenant's fee simple interest in the Property. 15 19377311_1180 93963XIX. QuIET ENJOYMENT AND TITLE. So long as Tenant pays the rent and performs Tenant’s covenants, Tenant shall peacefully and quieily hold the Property throughout the Term free from hindrance or molestation by Landlord and others claiming by, through, or under the Landlord, but subject, however, to the Permitted Encumbrances and the terms of this Lease. XX. MISCELLANEOUS, 20.1. Notices. Any notice required or permitted to be given to a party under the provisions of this Lease shall be in writing and shall be deemed given if sent by nationally -tecognized overnight air courier, or if mailed by certified or registered United States mail, postage prepaid, return receipt requested, addressed as follows: Landlord: Development Authority of Clayton County 1588 Westwood Way Morrow, GA 30260 Attn: Chair E-mail: larry.vincent@claytoncountyga.gov With a copy to: M. Michelle Youngblood Freeman, Mathis & Gary 661 Forest Parkway, Suite E Forest Park, GA 30297 E-mail: myoungblood@fmglaw.com Tenant: Roman United Construction, LLC 517 Vinings Oaks Run SE Mableton, GA 30126 Attn: Jacques Roman Exmail: jroman@romanunited.com With a copy to: Martin Bagwell Luke, P.C. Attn: Mitchell T, Bagwell, Esq. 400 Northridge Road, Suite 1225 Atlanta, Georgia 30350 E-mail: mbagwell@mbllawfirm,com Either party may, from time to time, change its notice address by written notice to the other party at its then-current mailing address, in accordance with the provisions of this section, 16 193793111730 83965,20.2 Waiver of Covenants. No waiver of any condition or covenant of this Lease shall be deemed to imply or constitute a further waiver of the same or any other like condition or covenant. 20.3 Estoppel Certificate. When needed by either party in connection with mortgage financing or proposed Transfer of the Land or Improvements, the other party shall execute an Estoppel Certificate to evidence (a) the existence or non-existence of any default under this Lease, any amendment to this Lease, or any prepayment of rentals and (b) such other facts with respect to this Lease as may be reasonably required. 20.4 Recording. Either party may record this Lease. 20.5 No Waiver. No waiver of any condition or covenant of this Lease shall be deemed to imply or constitute a further waiver of the same or any other condition or covenant, and nothing contained in this Lease shall be construed to be a waiver on the part of Landlord of any right or remedy in law or otherwise. No waiver of any condition or covenant of this Lease shall be effective unless given in writing and signed by the waiving party. 20.6 Binding Effect. This Lease and the covenants and agreements of the parties shall be binding upon and inure to the benefit of Landlord and its successors and assigns and to the benefit of Tenant and its permitted successors and assigns. 20.7 Partial Invalidity. In the event any clause, term or condition of this Lease shall be determined to be illegal or unenforceable under any applicable governmental laws, orders, rules or regulations, this Lease shall remain in full force and effect as to all other terms, conditions and provisions. 20.8 Counterpart. This Lease may be executed by Landlord and Tenant in one or more counterparts. 20.9 Governing Law. This Lease shall be governed, construed and enforced in accordance with the laws of the State of Georgia, without regard to its conflict of laws provisions. 20.10 Headings, Meaning of Words, Entire Agreement. The headings used in this, ‘Lease are inserted for convenience and are not to be considered in the construction of the provisions of this Lease. This Lease constitutes the entire agreement of the parties and may be amended or modified only in writing signed by both parties, and all prior agreements or understandings between the parties, either oral or written, are superseded by this Lease 20.11 Landlord Exculpation. Tenant shall look solely to the estate and interest of Landlord in the Land and Improvements constructed thereon, including the rents, profits, income and distributions therefrom accruing or made after any judgment, and proceeds of 7 19s77311_150.93968insurance relating thereto paid after any judgment, for collection of any judgment (or other judicial process) requiring the payment of money by the Landlord or in satisfaction of any remedy of a monetary nature which Tenant may have under this Lease, and no other property or assets of the Landlord or of an individual partner, shareholder, member, officer, agent, or employee of Landlord shall be subject to levy, execution, or other enforcement procedures for the satisfaction of Tenants remedies hereunder. 20.12 _Encumbrance of the Fee. From and after the date hereof, Landlord shall not encumber its interest in the Property without the consent of Tenant, which consent shall not unreasonably be withheld, [SIGNATURES BEGIN ON NEXT PAG! 18 9977511_1/80 93963,IN WITNESS WHEREOP, this Agreement has been executed by the parties as of the day and year first written above. Signed, sealed and delivered in the presence of: Unofficial Witness Notary Public Signed, sealed and delivered in the presence of: Unofficial Witness Notary Public 1937311 115093968 ROMAN UNITED CONSTRUCTION, LLC Tenant: ROMAN UNITED CONSTRUCTION, LLC By Jacques Roman, Manager By Jacques Roman, Manager DEVELOPMENT AUTHORITY OF CLAYTON COUNTY Landlord: DEVELOPMENT AUTHORITY OF CLANRQNATRUNAYChair By Regina Deloach, Chair 19ith the approval and consent of: Signed, sealed and delivered in the presence of: CLAQNIAN COLNANCOBORRUCTION, LLC Unofficial Witness Notary Public 1937511 _1/80.83985 ByBy Jecoues Roman, Manager Jeffrey E. Tumer, Chairman, Attest: Clerk 20EXHIBIT A THE “PROPERTY” ‘That certain 7.12 +/- acre tract of land located at 5711 Jonesboro Road, in Clayton County, Georgia, known as Tax Parcel 12146A BOIS, and being more particularly described as follows: All that tract or parcel of land lying and being in Land Lots 145 and 146 of the 12th District of Clayton County, Georgia, containing 7.134 acres and being more particularly described as follows: Beginning at a 1/2" iron pin placed at the southerly right of way line of Huie Road (60 foot right of way) and the westerly right of way line of Georgia State Highway Number 54 a.k.a. Jonesboro Road (right of way varies); thence along said right of way line of Jonesboro Road South 23°44'51" East at a distance of 222.47 feet to a 1/2" iron pin placed; thence North 69°20'00" East at a distance of 25 feet to a 1/2" iron pin placed; thence South 20°40'00" East at a distance of 120.88 feet to a 4” iron pin placed; leaving said right of way line thence South 73°06'43" West at a distance of 257.00 feet toa 1/2" iron pin placed; thence South 27°39'58" West at a distance of 70.00 feet to a 1/2" iron pin placed; thence South 12°09'51" West at a distance of 12.00 fect to a 2" iron pin placed; thence South 76°55'24" East at a distance of 103.00 feet to a '/2" iron pin placed; thence South 09°38'29" West at a distance of 25.00 feet to a '/2" iron pin placed; thence South 88°13'58" West at a distance of 437.74 feet to an angle iron found on the Land Lot line common to Land Lots 145 and 146; thence along said Land Lot Line North 00°59'30" West at a distance of 16.45 feet to a 1/2" iron pin placed; thence along a curve to the right having a radius of $0.66 feet and an are distance of 53.42 feet and being subtended by a chord beating of South 80°51'33" West a distance of 50.98 feet to a point; thence along a curve to the right having a radius of 38.03 feet and an arc distance of 36.28 feet and being subtended by a chord bearing of North 46°22'46" West at a distance of 34.92 feet to a'/2" rebar found; thence North 15°51'58" West at a distance af 19.41 feet to a '/2" rebar found; thence along a curve to the right having a radius of 27.75 feet and an are distance of 18.66 feet and being subtended by a chord bearing of North 01°40'46" East at a distance of 18.32 feet to a 1/2" rebar found; thence along a curve to the left having a radius of 40,51 feet and an ate distance of 23.09 feet and being subtended by a chord bearing North 01°01'24" East at a distance of 22.78 feet to a 1/2" rebar found; thence North 17°20'21" West at a distance of 411.06 feet to a 2" pin placed on the southerly right of way line of Huie Road, thence along said right of way line North 870729" East at a distance of 124.24 feet to a '/2" iron pin placed; thence North 86°57'49" East at a distance of 68.19 feet to a point; thence North 87°02'21" East at a distance of 280.34 feet to a point; thence ‘North 88°09'15" East at a distance of 193.96 feet to a'/2" iron pin placed and THE TRUE POINT OF BEGINNING. Property herein conveyed is subject to all restrictions and easements of record, including the following, attached hereto and incorporated herein by this reference. 19977311_1/5093963