MEMORANDUM OF UNDERSTANDING

THIS MEMORANDUM OF UNDERSTANDING (this Agreement) is entered into

as of October 31, 2017 (the Effective Date) by and between the MACON-BIBB COUNTY
INDUSTRIAL AUTHORITY (the Authority), a development authority and a public body
corporate and politic, and an instrumentality of the State of Georgia (the State), created and
existing under an amendment to the Constitution of the State of Georgia contained in Georgia
Laws 1962, page 889, et seq. and local act of the General Assembly of Georgia contained in
Georgia Laws 1962, page 2323, et seq., both ratified by the voters of what is now consolidated
Macon-Bibb County, Georgia (the Act), and I-75 UNICORN, LLC, a Delaware limited
liability company (the Company), and AMAZON.COM.DEDC, LLC, a Delaware limited
liability company (the Operator), each a Party and collectively the Parties.

1. THE PROJECT.

1.1. Description of the Project. The Project is a warehousing and distribution

facility, which has two components, the Real Estate Project and the Personal Property Project,
each as hereafter defined. The Real Estate Project consists of the below-described Site,
together with all buildings constructed thereon, and leasehold improvements, building fixtures,
and building equipment to be constructed and installed thereon by the Company (the
Improvements) in order to complete the Real Estate Project for the use of the Operator. The
Personal Property Project consists of all trade fixtures, furnishings, office equipment,
handling equipment, and other personal property to be installed by the Operator at the Real
Estate Project for its use (the Equipment) as more particularly described on Schedule 1.1. The
Real Estate Project is sometimes referred to as the Companys component of the Project, and the
Personal Property Project is sometimes referred to as the Operators component of the Project.
The Real Estate Project will be owned by the Authority and leased to the Company under the
Real Estate Bond Lease (defined below) for sublease to the Operator under the Company Lease
(defined below). The Personal Property Project will be owned by the Authority and leased to the
Operator under the Personal Property Bond Lease (defined below). The term Bond Lease
refers both to the Real Estate Bond Lease and the Personal Property Bond Lease collectively, or,
in references to the component of the Project to which it relates, to the Real Estate Bond Lease or
the Personal Property Bond Lease, respectively, as the context may require.

1.2. Total Project Costs. Total Project Costs include all reasonable costs, fees and
expenses incurred by the Company or the Operator, respectively, in connection with its
respective component of the Project. The Company or the Operator, respectively, will be
responsible for any costs of or related to its component of the Project (including, without
limitation, those related to any change orders or cost overruns) to the extent that its respective
proceeds of the Project Bonds (defined below) are not available or are not sufficient to pay such
costs. The Operator shall be the Party responsible for the costs of issuing the Project Bonds to
both the Company and the Operator, as provided below.

1.3. Closing. As used herein, the Closing is the event at which the Project Bonds are
issued and the other transactions contemplated herein are consummated. The Closing shall occur
on or before December 31, 2017. References herein to a Closing Condition are to the optional
right of a Party hereto, based on a Closing Condition, to exercise a right provided herein in its

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favor and to avoid the Closing and terminate this Agreement as provided in Sections 5.4, 5.5, and
5.6, respectively, hereof. In connection with the issuance of the Project Bonds, the signatories
hereto will also enter into an Economic Development Agreement (the EDA) to reflect any
amendments hereto agreed to prior to Closing (or to reflect that there are no such amendments).

1.4. The Site. The Site is located within Macon-Bibb County (the County),
consisting of approximately 97 acres, and is more particularly described as Tract 1 on
Schedule 1.4 attached hereto and incorporated herein by reference. Upon consummation of a
Purchase and Sale Agreement between the Authority and Seefried Industrial Properties, Inc., as
assignor to the Company (the PSA), the Company will own the Site. The Company shall lease
the Real Estate Project, which includes the Site, to the Operator pursuant to a binding lease
agreement (the Company Lease). In connection with the issuance of the Project Bonds, the
Company will transfer the Site to the Authority and the Authority will lease the Real Estate
Project to the Company. The Company Lease shall continue in effect and shall become a sub-
lease. It shall be a Closing Condition in favor of the Company and the Operator that both be
satisfied with all matters related to the Site, as more fully set forth in Section 1.5 hereof.

1.5. Title. Under the PSA and simultaneously with the execution of this Agreement,
the Company is purchasing the Site and is obtaining a title insurance policy insuring its fee
interest in the Site. It shall be a Closing Condition in favor of the Authority that as of the
Closing, the Title is subject to no new title objections created following the date hereof other
than: (1) general utility easements of record which benefit the Site, (2) such easements, rights,
assessments, restrictions, and covenants consistent with the Companys use of the Site, (3) such
easements, rights, encumbrances, assessments, restrictions, covenants, and other matters as are
authorized pursuant to this Agreement or the Definitive Documents (defined below), (4) real
estate taxes (if any) for the current calendar year, not then due and payable, (5) any other
encumbrances or matters agreed to in writing by the Company and the Authority (6) any prior
lien or security interest of Wells Fargo Bank, National Association (Bank), including, but not
limited to the lien and security interest evidenced by that certain Deed to Secure Debt With
Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing from the
Company to the Bank dated October ___, 2017 (collectively, the Permitted Exceptions). The
costs of all title insurance commitment(s) and resulting policy(ies) that the Company and/or the
Operator desire in connection with the Project and the Project Bonds related to the fee interest,
the leasehold interest or the lender policies (including improved value) shall be the responsibility
of the Company and/or the Operator.

1.6. Acquisition, Construction and Installation of Real Estate Project.

1.6.1. Utilities. The Authority shall be responsible for the design of systems for
delivery of adequate water to the boundary of the Site per specifications provided by the
Company (the Water Line Improvements); the Authority shall be responsible for the
actual construction and installation of the Water Line Improvements, which consist of
required public infrastructure to serve the Project, but will be reimbursed for the costs of
the Water Line Improvements to the extent of available grant funds as set forth below.
The Company shall be responsible for all other charges and agreements for initiation and
use of water, sewer, natural gas, and electricity to the Site; provided that it shall be a
Closing Condition in favor of the Company that the Company receive, and the Authority

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 shall exercise its best efforts to assist the Company to secure, the utility connections
consistent with timing, cost, and other specifications. With the exception of the Water
Line Improvements, the Company shall be responsible for the delivery of adequate water,
sewer, natural gas, telephony, electricity, and all other utilities to the Site (collectively,
the Other Utilities, and together with the Water Line Improvements, the Utilities).
The Companys ability to acquire governmental approvals or permits to allow for
delivery of the Utilities by acceptable providers, or in quantities or at pressures which are
acceptable to the Company in its sole discretion, shall each be a Closing Condition in
favor of the Company. All permitting, hook-up, and tap fees for the Utilities shall be the
responsibility of the Company.

1.6.2. Design. The design of the Water Line Improvements shall be the
responsibility of the Authority, with such designs and specifications for the Water Line
Improvements being subject to the approval of the Company, and constructed and
installed by the Authority. The design of the Other Utilities and Improvements, including
construction thereof, shall be the responsibility of the Company; provided that any such
design (as well as the related construction of said Project) shall be subject to approval by
the Macon-Bibb County Planning and Zoning Commission. Simultaneously with and in
conjunction with the Authoritys approval of this Agreement, the Authority hereby does
approve the Site Plan, Rending, and Elevations of the Real Estate Project, all of which
have been submitted to the Authority by the Company, as each is more fully depicted and
described in the attached Schedule 1.6.2; said drawings are incorporated herein by
reference for purposes of documenting the Authoritys approval of the same. Further
approval by the Authority of deviations from such approved plans shall not be required
from the Authority so long as there continues to be a building of not less than 900,000
square feet and stormwater management facilities of roughly equivalent capacity to those
shown on the Site Plan. The selection of the Equipment shall be made by the Operator;
provided that the operation of said Equipment shall not violate any restrictions or other
provisions contained in zoning ordinances.

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

construction of the Improvements, which shall be constructed of such durable and first-
class building materials as may be desired by the Company. In this connection, the
Company has selected the general contractor for such construction (the Contractor)
and will enter into an agreement as the principal therein, and not as agent of the
Authority, with the Contractor for the construction of the Improvements. The Authority
will be provided with a site plan and elevation drawings depicting the Improvements.
During the construction of the Real Estate Project, the Contractor and the Company shall,
as appropriate, procure and maintain suitable policies of insurance (e.g., liability,
workers compensation, builders risk, etc.) as may be reasonably requested by the
Authority and, to the extent required by the Authority, such policy(ies) shall name the
Authority as an additional insured. The Improvements shall be constructed in a diligent
and professional manner consistent with projects of similar size, complexity, and
character of the Project, and shall otherwise comply with applicable laws, including
applicable zoning laws, building codes, environmental laws and other restrictions.

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 1.6.4. Acquisition and Installation of Personal Property Project. The Operator
will be responsible for the acquisition and installation of the Equipment, including,
without limitation, payment of the costs thereof. The Personal Property Bond Lease will
provide for the Operator to convey title to the Equipment to the Authority from time to
time by one or more quitclaim bills of sale containing customary as is and where is
provisions as the items of the Equipment are acquired and installed at the Site.

1.6.5. Permitted Exceptions. The Company and the Operator, respectively, shall
keep the Project free and clear of all liens and encumbrances attributable to the Company
and the Operator, respectively, except for Permitted Exceptions, and each, respectively,
shall in any event indemnify, hold harmless and defend the Authority, the County, and
their respective officials, members, officers, employees and representatives from any
claim, liability or loss arising out of or related to any such lien or encumbrance
attributable to it, except, in the case of a particular indemnitee, for any of same caused by
the gross negligence or intentional misconduct of such indemnitee. Said indemnity shall
survive the expiration or earlier termination of this Agreement. As used herein,
Permitted Exceptions shall be defined as the Definitive Documents (defined below),
and shall include any liens, encumbrances or exceptions hereto or otherwise specified in
this Agreement as being acceptable (including those matters set forth in Section 1.5
above), or defined as such in the respective Bond Lease including, but not limited to the
lien and security interest evidenced by that certain Deed to Secure Debt With Absolute
Assignment of Leases and Rents, Security Agreement and Fixture Filing from the
Company to the Bank dated October ___, 2017. Additionally, the Permitted Exceptions
shall include any Deed to Secure Debt and Security Agreement (the Security Deed) or
such other form of security instrument or similar document or provision as the
Companys or Operators lenders may request, including, but not limited to the lien and
security interest evidenced by that certain Deed to Secure Debt With Absolute
Assignment of Leases and Rents, Security Agreement and Fixture Filing from the
Company to the Bank dated October ___, 2017. The Authority shall create any lien on
the Authoritys fee interest in the Project and grant any security interest in the Project, as
may be reasonably requested by the Companys or Operators lenders.

1.7. Indemnity by Company. In addition to any other indemnities contained in this

Agreement, the Company shall indemnify, hold harmless and defend the Authority, its respective
members, officers, employees and representatives (collectively, the Indemnitees) from and
against any and all loss, liabilities and claims (including, without limitation, liens and
encumbrances resulting from construction and installation activities) that may arise out of or
relate to any negligent act or omission or willful misconduct by or attributable to the Company or
the Contractor related to: (a) entry upon the Site, or from any work performed thereon by such
persons; (b) any failure to observe and comply with any applicable local, state or federal statute,
ordinance, permit, law, or regulation relating to the Project; (c) any damage or destruction of any
property (excluding any property damage expressly authorized by this Agreement, or the Bond
Lease) or injury or death to any person happening on the Site in connection with the Project; (d)
any act or omission by the Company or the Contractor (including, without limitation, the acts or
omissions of their respective vendors, contractors or subcontractors, agents, employees or
representatives) related to the Project; or (e) this transaction, including the Real Estate Project
Bonds or the issuance thereof, or the ownership or operation of the Project. The indemnity

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contained in this Section 1.7 shall not apply to any claim, loss or liability which is the result of
the gross negligence or willful misconduct of any of the Indemnitees. Said indemnity shall
survive the expiration or earlier termination of this Agreement, but at Closing may be superseded
by the indemnities in the Definitive Documents; provided that any such indemnities in the
Definitive Documents shall not affect any accrued liabilities under the indemnities contained
herein. The Company shall have the sole and exclusive right to defend or settle any such claims,
and the Authority shall provide such assistance in investigating, defending or settling such claims
as the Company may reasonably request.

1.8. Indemnity by Operator. The Operator shall indemnify, hold harmless and defend
the Authority, the County, and their respective officials, members, officers, employees and
representatives from and against any and all loss, liabilities and claims (including, without
limitation, liens and encumbrances resulting from construction and installation activities) that
may arise out of or relate to any negligent act or omission or willful misconduct by or
attributable to the Operator or its vendors, contractors or subcontractors, agents, employees or
representatives, (a) related to the Personal Property Project; or (b) this transaction, including the
Personal Property Project Bonds or the issuance thereof, or the ownership of the Personal
Property Project, or the operation (insofar as it is operated by the Operator) of the Project. The
indemnity contained in this Section 1.8 shall not apply in the case of any particular indemnitee to
any claim, loss or liability which is the result of the gross negligence or willful misconduct of
such indemnitee. Said indemnity shall survive the expiration or earlier termination of this
Agreement, but at Closing shall be superseded (provided, such supersession shall not affect any
accrued liability hereunder) by the indemnities in the Definitive Documents.

1.9. Year 1.

1.9.1. As used herein, Year 1 is the first calendar year after all of the following
have occurred but in no event later than January 1, 2019 (or 2020, if force majeure
postpones Year 1 to 2020 as provided below): (i) the Closing has occurred; and (ii) the
Project has been placed in service.

1.9.2. For the avoidance of doubt, for the construction period for the Project
that is entitled to property tax savings as provided herein, there shall be no property taxes
or payments in lieu of taxes. The construction period for the Project shall be limited to
such calendar years, if any, that are both after the Closing and before the Project is placed
in service, but ending no later than 2019 (or 2020, if force majeure postpones Year 1 to
2020 as provided below).

1.9.3. Years, as used herein, refers to one or more years following a Year 1, in
sequence as appropriate.

1.9.4. The Company agrees that it shall, subject to force majeure as provided in
this Section 1.9.4, start such physical work of a significant nature at the Site (such as land
clearing and grading) so as to commence the construction of the Real Estate Project by
the end of 2017, make continuous progress towards completion once construction has
begun, and begin Year 1 as provided in Section 1.9.1 hereof. For purposes of this
Section 1.9.4, force majeure shall have the same meaning as set forth in the attached

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 Schedule 4. Notwithstanding the foregoing, the obligations of the Company in the first
sentence of this Section 1.9.4 are each subject to the effect of force majeure as provided
below, if the Company promptly certifies to the Authority in writing the date of the
commencement of construction and, if the event of force majeure has abated such
construction, the date of the abatement. The effect of force majeure for such purposes
shall be that for any obligation affected by force majeure for which the Company is
entitled to claim, and does claim, for the benefit of this provision, the period for the
Company to perform such obligation shall be extended by the period of the event of force
majeure; provided that in no event, regardless of the period of any event of force majeure
and regardless of the cumulative effect of any number of events of force majeure, the
outside year for the Projects Year 1 shall in no event be extended beyond January 1,
2020.

2. FINANCING OF THE PROJECT.

2.1. Plan of Financing. In order to establish the bond-financed sale-leaseback structure

(i.e. bonds for title) that is necessary for the provision of certain incentives contemplated
herein, including, without limitation, ad valorem property tax savings for the Project, the
Authority will issue the Authoritys revenue bonds to finance costs of the Project. The revenue
bonds will be issued in two issues or series, one related to the Real Estate Project to the
Company, and the other related to the Personal Property Project to the Operator. The Authority
will hold legal title to all of the Project.

2.1.1. Real Estate Project Bonds and Personal Property Project Bonds. The Real
Estate Bond Lease and related nominal purchase option for the Real Estate Project will
evidence the Companys beneficial ownership thereof, and corresponding documents for
the Personal Property Bond Lease will evidence the Operators beneficial ownership
thereof. Each such Party may acquire legal title to its component of the Project as
provided herein. The Company will lease the Real Estate Project to the Operator pursuant
to the Company Lease. It shall be a Closing Condition in favor of the Authority that the
Company Lease be entered into prior to Closing. In the Company Lease, the Company
shall pass through to the Operator the benefit of the Savings Schedule (defined below).
The Company and Operator shall be responsible for the sale of their respective Project
Bonds, which shall be issued in one or more series and sold to purchaser(s) thereof
(collectively and individually, the Bond Purchaser) for cash or other legal
consideration pursuant to one or more agreements (collectively, the Bond Purchase
Agreement) among the Authority, the Company and/or the Operator, and the Bond
Purchaser. It shall be a Closing Condition in favor of the Authority, the Company, and
the Operator that each of them be satisfied with the Bond Purchase Agreement and that a
Bond Purchaser, reasonably satisfactory to the Authority, the Company, and the Operator
execute and enter into the Bond Purchase Agreement.

2.1.2. Project Bonds. Each of the Real Estate Project Bonds and the Personal
Property Project Bonds is herein called a Project Bond, and the term Project Bonds
as used herein shall refer, collectively, to the Real Estate Project Bonds and the Personal
Property Project Bonds, or with respect to references to one or either component of the
Project, respectively, unless the context clearly indicates otherwise. Project Bonds shall

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 be issued from time to time at the Companys or the Operators request and in accordance
with the terms and conditions of this Agreement; provided that the principal amount of
Project Bonds issued shall not exceed in the aggregate the amount of Total Project Costs;
and provided further, that nothing herein shall require the Company or the Operator to
request that any particular principal amount of the Project Bonds, in the aggregate or in
any series, be issued.

2.2. Maximum Principal Amount of Project Bonds; Maturity. Without limitation, the
principal amount of the Project Bonds shall in the aggregate accommodate Total Project Costs
for the Project. Such accommodation shall be made through structuring the Project Bonds as
draw-down bonds in an appropriate maximum principal amount, now estimated at up to
$25 million for the Project Bonds for the Personal Property Project, and $75 million for the
Project Bonds for the Real Estate Project, including the Improvements, and as reasonably
allocated between the Project Bonds, for an estimated total of up to $100 million (the
Maximum Principal Amount) for the Project Bonds. The maturity of the Project Bonds is
anticipated to be a maximum of twelve (12) years following the date of Closing.

2.3. Transaction Costs. The Operator shall be responsible for the transactional costs of
the issuance of the Project Bonds issued to both the Company and the Operator, regardless of
whether incurred before or after the execution of this Agreement, and regardless of whether or
not this Agreement expires or is consummated, unless this Agreement is terminated as a result of
the Authoritys or Companys breach of this Agreement, in which case the breaching Party shall
be responsible for all of such transactional costs. Such transaction costs include, without
limitation: (i) reasonable legal fees and disbursements of Bond Counsel and the Authoritys
Counsel related to the preparation of this Agreement and the issuance of the Project Bonds,
together with the preparation of transcripts; (ii) reasonable legal fees and disbursements of the
Companys counsel relating to the transaction; (iii) reasonable legal fees and disbursements of
the Operators counsel relating to the transaction; (iv) the court costs relating to validation of the
Project Bonds and recording and filing fees related thereto; and (v) the Authoritys
administrative fee for issuance of the Project Bonds based upon the Maximum Principal Amount,
calculated pursuant to the attached Schedule 2.3. At or before Closing, the Operator shall pay for
the costs of issuance of the Project Bonds and other transaction costs, upon being invoiced
therefor. At a reasonable time prior to Closing, the Operator shall be provided a budget for the
transactional costs for which the Operator will be responsible, provided that such costs shall be
subject to the Operators approval, which shall not be unreasonably withheld.

2.4. Tax Status of Project Bonds. The interest on the Project Bonds issued to the
Company and to the Operator for their respective components of the Project will not be exempt
from federal income taxation. Whether or not the interest on any other series of Project Bonds
will be exempt from federal income taxation shall be as determined by the federal income tax
law.

2.5. Roles of Counsel. The law firm of Seyfarth Shaw LLP, Macon and Atlanta,
Georgia, Bond Counsel to the Authority, shall serve as Bond Counsel and as the Authoritys
Issuers Counsel in connection with the issuance of the Project Bonds and this Agreement. The
law firm of Golden Steves & Gordon LLP, San Antonio, Texas, and Jones Cork, LLP, Macon,
Georgia, shall serve as the Companys Counsel in connection with the issuance of the Project

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Bonds and this Agreement. The law firm of Arnall Golden Gregory LLP, Atlanta Georgia, shall
serve as the Operators Counsel in connection with the issuance of the Project Bonds and this
Agreement.

2.6. Repayment of Project Bonds. The Company and the Operator, respectively, shall
be responsible for the repayment of the Project Bonds issued to each such Party. Without
limitation, the Project Bonds shall not be a general obligation of the Authority, but shall be a
special and limited obligation payable solely from the payments received under the Bond Lease
and other security pledged therewith. Neither the Authority, the County, the State, nor any other
public body shall have any obligation or liability for repayment of the Project Bonds.

2.7. Bond Lease. The Authority and the Company shall enter into a lease of the Real
Estate Project at the Closing (the Real Estate Bond Lease), which shall be subject to the liens
and security interest of the Bank in the Real Estate Project. Pursuant to the Real Estate Bond
Lease, the Authority will lease the Real Estate Project to the Company. Similarly, the Authority
and the Operator shall enter into a lease of the Personal Property Project at the Closing (the
Personal Property Bond Lease). Pursuant to the Personal Property Bond Lease, the Authority
will lease the Personal Property Project to the Operator. Each Bond Lease shall contain terms
and provisions substantially of the type normally included in bond leases between governmental
conduit bond issuers and users of bond-financed property. Each Bond Lease shall provide for
the Company and the Operator, respectively, to pay Basic Rent (i.e., rent equal to debt service
on the Project Bonds issued for the respective component of the Project), which shall be applied
to such payment. If permitted by the Bond Purchase Agreement, each Bond Lease shall grant to
the Company and the Operator, respectively, the option, at any time, to prepay Basic Rent in the
amount needed to retire the Project Bonds issued for its respective component of the Project,
provided that so long as the Company Lease is in effect, the Company shall not exercise such
option without the prior written consent of the Operator. Each Bond Lease will be a triple net
type lease. The term of each Bond Lease (including all extensions thereof, the Lease Term)
shall allow sufficient time for the Savings Schedule (defined below) and be equal to the term of
the Project Bonds issued for the respective component of the Project. Pursuant to the Real Estate
Bond Lease, the Company will be responsible, during the Lease Term, for all costs of operation
and maintenance, insurance (including property and liability insurance), in amounts customary
and reasonable, and (subject to Section 3.6 hereof) applicable taxes. Each Bond Lease shall
provide customary and reasonable requirements for indemnification of the Authority, its
members, directors, officers and agents, against any claims, liabilities or losses relating to the
Project or the respective Project Bonds issued in connection therewith, or the Companys and the
Operators respective operations thereof or environmental claims relating to the Project (to the
extent that any environmental claim is based on facts or circumstances first existing after the
effective date of such Bond Lease), such requirement for indemnification to be consistent with
the provisions of Sections 1.7 and 1.8 hereof. Said indemnity shall survive the expiration or
earlier termination of this Agreement or the Bond Lease. Each Bond Lease will contain
provisions reasonably satisfactory to the Company and the Operator limiting the transfer by the
Authority of items of property comprising the respective components of the Project.

2.8. Project Purchase Option. Subject to the bond purchase agreement related to the
Project Bonds issued to the Company and the Operator, respectively, the Authority, in such
Partys respective Bond Lease or by separate instrument, shall grant to each such Party,

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respectively, the option to purchase its component of the Project, to the extent that the Authority
holds title thereto at the time, exercisable for (i) an exercise price of Ten and No/100 Dollars
($10.00), plus any other amounts due to the Authority that must be paid at such time by each
such Party, respectively; and (ii) if all of the Project Bonds issued to such Party have not
theretofore been retired, each such Party shall cause all of the Project Bonds issued to it to be
retired or cancelled. Neither the Company nor the Operator may exercise its respective purchase
option if such purchase by the Company or Operator would violate any of the terms and
conditions governing a grant awarded pursuant to Section 3.4 hereof, and would therefore cause
the Authority to lose the benefit of such grant or incur a related liability to the granting body
thereunder, unless the Company or the Operator simultaneously pays and discharges any such
loss of said benefit or said liability incurred as a result thereof. So long as the Company Lease is
in effect, the Company may not exercise its purchase option for the Real Estate Project without
first obtaining the Operators prior written consent. If the Company Lease expires or is
terminated prior to the Real Estate Bond Lease, then the Company may (but shall not be
required), exercise its purchase option for the Real Estate Project. If the Company purchases the
Real Estate Project pursuant to an exercise of the purchase option in the Real Estate Bond Lease,
the Authority shall promptly, without need of further board action, convey title to the Site and
Improvements by one or more limited warranty deeds to the Company (or an assignee of the
Company as designated by the Company). If the Operator purchases the Personal Property
Project pursuant to an exercise of the purchase option in the Personal Property Bond Lease, the
Authority shall promptly, without need of further board action, convey the Equipment that is
then a part of the Personal Property Project to the Operator (or an assignee of the Operator as
designated by the Operator) by one or more quitclaim bills of sale containing customary as is
and where is provisions.

2.9. Definitive Documents. The term Definitive Documents, with respect to

documents for the Real Estate Project and for the Personal Property Project, respectively, means
and includes the following documents related thereto, respectively: the Project Bonds, the Bond
Lease and purchase option, EDA, the bond purchase agreement and bond purchase loan
agreement, and any other related documents necessary to implement the transaction described
herein. The Definitive Documents shall be prepared by Bond Counsel and shall be subject to the
approval of the Authority, the Company or the Operator, respectively, and the purchaser of the
respective Project Bonds, and the legal counsel thereof. The Parties agree to negotiate in good
faith to establish the terms and conditions to be included in the respective Definitive Documents.
The terms of the EDA shall be consistent with, and substantially similar to, the terms of this
Agreement. It shall be a Closing Condition in favor of each of the Company, the Operator, and
the Authority that they reach an agreement on such terms and conditions that are applicable to
each of them.

2.10. Obligations of Company and Operator are Separate. The obligations and liabilities
of the Company and the Operator hereunder are several and not joint or joint and several.
Without limitation, only the Company shall be obligated under the Definitive Documents related
to the Real Estate Project and only the Operator shall be obligated under the Definitive
Documents related to the Personal Property Project. The Operator shall be the Party responsible
for the costs of issuing the Project Bonds to both the Company and the Operator, as provided
above.

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 2.11. Transfers.

2.11.1. Transfers of this Agreement by Company. All rights and benefits of the
Company under this Agreement and under the Authoritys resolution authorizing this
Agreement may be transferred and assigned by the Company, in whole or in part, without
the consent of the Authority.

2.11.2. Transfers of this Agreement by Operator. All rights and benefits of the
Operator under this Agreement and under the Authoritys resolution authorizing this
Agreement may be transferred and assigned by the Operator, in whole or in part, without
the consent of the Authority or the Company: (a) upon prior written notice thereof to the
Authority, to any Affiliate of the Operator, or (b) to a Qualified Investor provided such
assignee of the Operator shall (i) agree to fully and unconditionally assume all
obligations of the Operator under the Agreement, including, without limitation, all
indemnity provisions contained in the Agreement, and (ii) furnish the Authority and
Company, not more than seven days following such assignment, written notification of
the name, address and appropriate contact person for such assignee, together with a
description of such assignment transaction, in either case with the same effect as if such
Affiliate or such Qualified Investor were named as the Operator in this Agreement and
in the Authoritys resolution authorizing this Agreement. Any such transfer and
assignment by the Operator shall release the Operator from all obligations for costs and
indemnification hereunder.

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

As used herein, Qualified Investor means any (i) any Institutional Investor (as
defined below); (ii) Operator or any Affiliate thereof, or (iii) any person or entity
domiciled within the United States of America and having a minimum net worth of
$10,000,000, provided such person or entity has sufficient experience with respect to
developments similar to the Project to properly manage, or oversee the management of,
the Project.

Institutional Investor means any of the following persons:

(A) Any savings bank, savings and loan association, commercial bank, or trust
company having shareholder equity (as determined in accordance with GAAP
accounting) of at least $50,000,000;

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 (B) Any college, university, credit union, trust or insurance company having
assets of at least $50,000,000;

(C) Any employment benefit plan subject to ERISA having assets held in trust
of $50,000,000 or more;

(D) Any pension plan established for the benefit of the employees of any state
or local government, or any governmental authority, having assets of at least
$50,000,000;

(E) Any limited partnership, limited liability company or other investment

entity having committed capital of $50,000,000 or more;

(F) Any corporation, limited liability company, partnership or other Person

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

(G) Any Lender of substance which performs real estate lending functions
similar to any of the foregoing, and which has assets of at least $50,000,000; and

(H) Any partnership having as a general partner any person or entity described
in the subsection (ii) of the definition of Qualified Investor above, or any corporation,
limited liability company, partnership or other person or entity controlling, controlled by
or controlled with any person or entity described in the subsection (ii) of the definition of
Qualified Investor above

Notwithstanding anything to the contrary contained in this Agreement, the

Authority and Company each acknowledges and agrees that the direct and indirect
transfer of any stock or other equity interests in the Operator shall not be deemed an
assignment hereunder or otherwise require the consent of the Authority or Company.

2.11.3. Transfer by the Authority. The Authority may not transfer or assign this
Agreement or title to the Project.

3. INCENTIVES TO BE PROVIDED.

3.1. Purpose of Incentives. In order to induce the Company and the Operator to locate
the Project in the County, the following economic inducements will be provided for the Project
for the benefit of the Company and the Operator by the Authority and other entities, as
applicable.

3.2. Infrastructure Work.

3.2.1. The Company shall design roadway improvements to Sardis Church Road
and Skipper Road, traffic signalization and related infrastructure (the Company
Infrastructure Work), to be constructed by the Company, and reimbursed with the
proceeds of the Authority Grant and the State Grant, as set forth below. The Company
Infrastructure Work is to be constructed and installed by the Company in accordance with

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 the estimates and specifications set forth on Schedule 3.2.1, attached hereto and
incorporated herein by reference.

3.2.2. The Authority will construct the Water Line Improvements (the
Authority Infrastructure Work) to be reimbursed with the proceeds of the Authority
Grant. The Authority Infrastructure Work is to be constructed and installed by the
Authority in accordance with the estimates and specifications set forth on Schedule 3.2.2,
attached hereto and incorporated herein by reference.

3.2.3. Such drawings and specifications for the Company Infrastructure Work
and the Authority Infrastructure Work shall be developed by Carter & Sloope Consulting
Engineers, and shall be satisfactory to both the Authority and the Company in each of
their reasonable discretion. Both the Company Infrastructure Work and the Authority
Infrastructure Work will be publicly owned when completed.

3.3. OneGeorgia REBA Grant. The Authority will apply for a grant from the
OneGeorgia Authority under its REBA Program under the State Offer Letter as attached hereto
as Schedule 3.3 (the State Grant) in the amount to be set forth in the Georgia Department of
Economic Developments recommendation letter to the OneGeorgia Authority, such amount up
to ONE MILLION FIVE HUNDRED SIXTY THOUSAND AND NO/100 DOLLARS
($1,560,000.00). The Operator understands and agrees that the proceeds of the State Grant will
be applied to reimburse the Companys cost of the Company Infrastructure Work by the
Company. It shall be a Closing Condition in favor of the Company and the Operator that the
State Grant be awarded by Closing. The Company understands that the Authority or the County
may apply to the State, agencies of the federal government, or other local or regional granting
entities for one or more other grants to assist in defraying the capital costs of the Project that the
Company, the Operator, or the Authority would otherwise incur. The Company and the Operator
understand and agree that the proceeds of any such grant will be applied as required or permitted
by its terms to pay such costs. If the State Grant or any other grant is awarded, the terms and
conditions governing it shall be contained in various agreements and undertakings (collectively
as to all of same, or individually as to a particular grant, as the context may require, the Grant
Documents) among the Authority, the County, as applicable, the Operator and the granting
entity, as appropriate. It shall be a Closing Condition in favor of each of the Operator, the
Company and the Authority that any such Grant Documents to which such Party is a signatory be
reasonably satisfactory to it. The Operator and Company shall each be provided a copy of such
Grant Documents for review and comment prior to submission. There are no assurances that any
grant in any amount will be obtained. The Company and the Operator agree to cooperate with the
Authority in completing the application process of the State Grant or any other grant sought
hereunder by providing any and all information and/or documents required as a condition to the
State Grant or any other grant award. As a condition of the State Grant, Company may be
required to provide certain financial information in connection with the State Grant, but may (but
shall not be obligated to) cooperate with the State Grant officials to provide a confidential
limited review of that certain financial information (the Company Confidential
Information).

3.4. Authority Grant. Subject to all provisions of applicable law, the Authority agrees,
through this Agreement and the Bond Lease, as is contemplated herein, to provide after Closing

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and upon the Companys and the Operators compliance with the terms of this Agreement and
the Definitive Documents, a grant in the maximum amount of ONE MILLION AND NO/100
DOLLARS ($1,000,000.00) (the Authority Grant), for the remainder of the Company
Infrastructure Work not otherwise covered by the State Grant and all of the Authority
Infrastructure Work up to the maximum amount of the Authority Grant. The maximum amount
of the Authority Grant that may be used for the Authority Infrastructure Work is $463,200, and
the Authority shall be responsible for any costs that exceed said amount. The Company shall
submit its expenditures for the Company Infrastructure Work to the Authority for reimbursement
under the Authority Grant after first drawing down the State Grant, or otherwise only in such
necessary amounts as required to match drawdowns from the State Grant, which the Authority
will review, approve, and pay within thirty (30) days of submission, with such approval not to be
unreasonably withheld, conditioned, or delayed. As a condition of the Authority Grant, including
payment of reimbursements to the Company, the Company shall have closed the Real Estate
Project Bond transaction and executed the Real Estate Bond Lease, the Operator shall have
closed the Personal Property Project Bond transaction and executed the Personal Property Bond
Lease, and the Operator shall have paid all associated costs of said transaction, no later than
December 31, 2017. At the Authoritys request, the Company will provide the Company
Confidential Information to an independent certified public accountant approved by the
Company (the Authoritys Auditor) for a confidential limited review so the Authoritys
Auditor can then report summarily upon the Companys financial ability to carry out the Project.
If the Company Confidential Information is so requested, the Authoritys Auditor shall
acknowledge and agree by a separate written confidentiality agreement with the Company that
the Company Confidential Information is confidential and proprietary to the Company and, after
review, shall immediately be returned to the Company; that the Authoritys Auditor will
safeguard and prevent the use or disclosure of the Company Confidential Information to the
public or any persons, officials or third parties not otherwise authorized by the Company by prior
written agreement; and that the review of such Company Confidential Information shall not in
any way or manner be deemed to constitute governmental records or public records so as to be
subject to the Georgia Meetings and Open Records Laws, O.C.G.A. 50-14-1 et seq. and
O.C.G.A. 50-18-70 et seq., and at all times shall remain the sole private property of the
Company.

3.5. Ad Valorem Tax Savings.

3.5.1. Basis for Savings. Under the Act, under which the Authority was created
and exists, and provided the effect and operation of the provisions of said Act and related
laws are in no way impaired or limited by legislative or judicial act after the date of this
Agreement, all property owned by the Authority is exempt from ad valorem property tax.
The Parties agree that each Bond Lease shall be structured so that the Companys or the
Operators leasehold interest in its respective component of the Project is a mere usufruct,
or, as to personal property, a nontaxable bailment for hire, and not a taxable estate for
years. Thus, while each Bond Lease is in effect, the Company and the Operator shall pay
no actual taxes on their respective leasehold interests in the Project. As the title to the
Project and any other personal property transferred to the Authority will be vested in the
Authority during the term of the Bond Lease, the Authoritys interest in the Project, as
well as the Companys and the Operators respective leasehold interests therein, will be
exempt from ad valorem taxes during the term of the Bond Lease. However,

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 notwithstanding the foregoing, the Company and the Operator agree that, in consideration
of the Bond Lease structure and other benefits accruing thereunder, each shall make
payments in lieu of taxes (each a PILOT) as provided in Schedule 3.5 (the Savings
Schedule) attached hereto and incorporated herein by reference. The Company shall pay
normal ad valorem property taxes with respect to property it owns in the County which is
not titled to the Authority in connection with the issuance of the Project Bonds.

3.5.2. Procedures.

(a) Beginning in Year 1, the Authority will require that the Company and the
Operator each send the Authority a report (the Community Investment Report),
which shall be used by the Board of Tax Assessors of Macon-Bibb County (the
Assessors) in consultation with the Authority to assign the valuation of the portion of
the Project titled in the Authority. The Community Investment Report shall detail the
following:

(i) each item of property which has become part of the Project as of
January 1 of the same year;

(ii) each item of property which has become part of the Project in all
prior tax years;

(iii) the tax year in which each item at the Site became part of the
Project;

(iv) the original cost of each item of property;

(v) the value of each item of property for ad valorem tax purposes as if
it were owned directly by the Company; and

(vi) a statement of cumulative capital investment.

Items (i) through (vi) of subsection (a) above shall be satisfied (1) by the Operators
submission by April 1 of each year, a proforma Georgia personal property tax return
(Form PT 50P) for all personal property constituting a part of the Project reflecting the
appropriate depreciation group classification for such personal property as set forth on the
Form PT 50P; and (2) by the Companys submission by April 1 of each year a proforma
Georgia real property tax return (Form PT 50R) for all real property and improvements
constituting a part of the Project, but in each case, indicating that such property is owned
by the Authority and is exempt from ad valorem taxation. The Authority shall notify the
Assessors of any errors, omissions, or corrections which may be required to adjust the
information provided by the Company and the Operator in their respective Community
Investment Report, which the Assessors shall use in their reasonable discretion in
assigning the annual valuation of the Project. Notwithstanding the foregoing, the
Operator shall not be required to include in the Community Investment Report any
information regarding any items of personal property located at the Project and
constituting inventory; such return of inventory, along with any application for freeport
exemption thereon, and also the return of any other real and/or personal property of the

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 Operator in the County not titled in the name of the Authority, should be made by the
Operator in the manner and at the time prescribed by State law.

(b) As part of the valuation process, the Assessors shall give deference to the
personal property depreciation group life class agreed upon by the Authority and the
Operator as to any personal property titled in the name of the Authority. Upon
completion of the valuation process by the Assessors, the Company and the Operator, in
cooperation with the Authority, as set forth subsection (a) above, the Assessors shall
transmit to the Authority the valuation for the real property and personal property (as
applicable) included in the Project and titled in the name of the Authority.

(c) The Authority, or such other entity as the Authority may designate, after
coordinating with the Assessors per the above to assign the value to the portion of the
Project titled in the name of the Authority, shall bill and collect annually PILOTs and any
applicable Recovery Payments (defined below) due from the Company or the Operator,
as applicable, under these methodologies. At the time tax bills are mailed by the County
for the Year or at such other reasonable time as the Authority may determine following
the submission of the Community Investment Report (but no earlier than July 1st of any
Year) and assigning of a value as set forth above, the Authority will provide the
Company and the Operator each an invoice for the amount equal to the PILOT Payment
and applicable Recovery Payment, if any, due for such Year (each a PILOT Invoice).
Either the Company or the Operator may object to a valuation in any Year which either
reasonably understands to be inconsistent with the value of the Project or procedures set
forth in this Agreement, and the Authority, the Company, and the Operator may utilize
such reasonable methods to resolve any objection, including mediation, third-party
determination, or judicial review, as may be more fully set forth in the Bond Lease.
Subject to the negotiated rights between the Company, the Operator, and the Authority to
object to the valuation of the Project, the Company and the Operator will be required to
pay each PILOT Invoice in full, by separate checks to the Authority or its designee, on or
before October 15th of each year, or within thirty (30) days after the invoice is sent,
whichever is later. All PILOTs and Recovery Payments collected by the Authority will be
retained, used, and disbursed by the Authority in its discretion in consultation with local
taxing authorities.

3.5.3. Reversion to Normal Taxability. If the option to purchase the component

of the Project contained in the respective Bond Lease or separate instrument as provided
for herein, to the extent it is owned by the Authority, is exercised by the Company or the
Operator, or their respective assigns, upon termination of such Bond Lease or earlier, in
whole or in part, or if such Bond Lease is otherwise terminated or expires, such
component of the Project will be taxable according to normal ad valorem property
taxation rules that are applicable to privately-owned property located within the County
(e.g., effective January 1 the following calendar year).

3.5.4. Minimum Investment. So long as the Companys and Operators minimum

respective investment in the Project, both real and personal, meets or exceeds the
Investment Goal (defined in Section 4 hereof), the Company and the Operator shall each
receive the full extent of the benefit of the reduced payment in lieu of taxes pursuant to

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 the calculated percentages in Schedule 3.6 attached hereto and incorporated herein by
reference.

3.5.5. Reduction in Payments in Lieu of Taxation. In the event that any property
interest of the Company or Operator in the Project becomes subject to ad valorem
taxation in an amount greater than the amount determined under the terms of this
Agreement, the amounts to be paid hereunder as payments in lieu of taxes shall be
reduced (but not below zero) by the actual payments paid as such taxes to any of the
relevant taxing authorities.

3.6. Statutory Tax Credits: Jobs Tax Credit. Per the State Offer Letter, the Operator
shall be entitled to claim the Jobs Tax Credit in accordance with and subject to applicable law.
This incentive, subject to applicable law and regulations, shall include a tax credit (at present at
$3,000 per job).

3.7. Sales Tax Exemptions. The Operator shall be entitled to claim sales tax
exemptions that are provided by law for eligible items of equipment. This incentive shall, subject
to applicable law and regulations, include a manufacturing machinery sales and use tax
exemption, primary material handling sales and use tax exemption, and an industrial materials
sales and use tax exemption as set forth in the State Offer Letter.

3.8. Freeport Exemption. The Operator shall be entitled to claim property tax
exemptions that are provided by law for eligible inventory at the freeport levels applicable at the
Site (i.e., presently 100% freeport level for the County). This incentive shall, subject to the
applicable laws and regulations, include exemptions applicable to (a) raw materials and goods in
process; (b) finished goods produced in the State for a period not exceeding twelve (12) months
from the date such property is produced or manufactured; and (c) finished goods stored in a
warehouse, dock, or wharf, whether public or private, and which are destined for shipment to a
final destination outside this State for a period not exceeding twelve (12) months from the date
such property is stored in this State.

3.9. Project Liaison. The Authority will provide a designated point-person for
facilitating the Companys construction and Operators Equipment installation and start-up of the
Project (the Project Liaison), and for all matters addressed in this Agreement. Initially, the
Project Liaison will be Stephen Adams, the Authoritys Acting Director. The Authority may
designate other and/or additional individuals to meet the mutual needs of the Authority, the
Company, the Operator, and the Project.

3.10. Permitting. The Company and the Operator shall apply for, and use their best
efforts to obtain, all permits, licenses, authorizations, and approvals required by all governmental
authorities in connection with the acquisition, construction, equipping, operation, and use of the
Project. If the Company or the Operator so requests, the Project Liaison shall be available to
coordinate meetings with local and state officials on permitting and development matters and has
confirmed the ability of the County to expedite local permitting processes for the Company or
the Operator, at no additional cost. It shall be a Closing Condition in favor of the Company and
of the Operator that they shall have obtained, all permits, licenses, authorizations, and approvals

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required by all governmental authorities in connection with the acquisition, construction,
equipping, operation, and use of the Project

4. JOBS AND INVESTMENT GOALS.

4.1. Inducement. The Operator agrees to locate its operations at the Real Estate
Project, provided, that nothing herein contained shall obligate the Operator to make any
particular level of investment or create any particular level of jobs. Rather, the Operators
responsibilities regarding such matters shall be governed exclusively by the provisions hereof
relating to Recovery Payments (provided for in Section 4.7 hereof). The Operators foregoing
agreement to locate its operations at the Real Estate Project are based in part on the incentives
being provided by the Authority in connection with the Bond Lease and the EDA. Such
incentives are being provided to induce the Operator to locate its operations at the Real Estate
Project, with attendant job creation on the part of the Operator, and accompanying investment by
the Operator and the Company, all of which constitutes valuable, non-cash consideration to the
Authority and the citizens of the County and of the State. The Parties acknowledge that the
incentives provided for in this Agreement (the Incentives) serve a public purpose through job
creation and investment generation represented by the Project. The Parties further acknowledge
that the cost/benefit requirements applicable to the Authority in the course of providing such
incentives dictate that some measure of recovery must be applied in the event that the anticipated
jobs and investment do not for any reason fully materialize.

4.2. Jobs Goal. For the period prescribed as the Performance Period on the Goals
Table (Goals Table) included on the Incentives Schedule attached as Schedule 4 hereto and
incorporated herein by reference (such period, the Performance Period) and with respect to
the incentives covered by the Incentives Table, the Operator shall have the goal of providing not
fewer than the number of new full-time jobs at the Project specified on the Goals Table as the
applicable Jobs Goal (the goal applicable in any particular year being the Jobs Goal for such
year). For purposes of this Agreement, the number of new full-time jobs shall be calculated,
defined and determined, from time to time, as provided on Schedule 4.2 attached hereto and
incorporated herein by reference. Schedule 4.2 also determines how the number of full-time jobs
shall be calculated.

4.3. Jobs Shortfall Percentage. If, for any year in the Performance Period, the number
of full-time jobs by the Operator at the Project is less than the Jobs Goal that is applicable to
such year, the actual number of such full-time jobs shall be subtracted from the applicable Jobs
Goal to obtain the Jobs Shortfall. The number of jobs constituting the Jobs Shortfall shall be
divided by the applicable Jobs Goal and converted to a percentage to determine the Jobs
Shortfall Percentage for such year. If there is no shortfall, such Percentage shall be 0%.

4.4. Investment Goal. For purposes of the incentives covered by the Incentives Table,
the Company and Operator collectively shall have an Investment Goal of having invested, in
the aggregate, in the Project in each year of the Performance Period the cumulative amount for
such year specified on the Goals Table (the goal applicable in any particular year, the
Investment Goal).For purposes of the Investment Goal, the investment shall be calculated on
a cumulative basis from the date hereof to the end of each year of the Performance Period.

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Schedule 4.4 attached hereto and incorporated herein by reference provides rules that shall apply
to satisfying the Investment Goal.

4.5. Investment Shortfall Percentage. If, for any year in the Performance Period, the
cumulative amount of capital investment by the Company and the Operator in the Project is less
than the Investment Goal for such year, the actual amount of such investment shall be subtracted
from the applicable Investment Goal to obtain the Investment Shortfall. The amount of
investment constituting the Investment Shortfall shall be divided by the applicable Investment
Goal and converted to a percentage to determine the Investment Shortfall Percentage. If
there is no shortfall, such Percentage shall be 0%.

4.6. Annual Report. On or before May 1 of each year following a year that is in the
Performance Period, the Operator shall provide to the Authority an annual report for the
preceding calendar year (an Annual Report), which shall include a Jobs Report and an
Investment Report, both as described below. Each Annual Report shall be in substantially the
form of Schedule 4.6 attached hereto and incorporated herein by reference, as revised for the
matters being reported. The Company shall provide such documentation and information for the
Investment Report as reasonably requested by the Operator in a timely manner in order to meet
the Operators reporting obligations hereunder.

4.6.1. Jobs Report. The Jobs Report shall contain a statement as to the full-time
jobs at the Project for the immediately preceding year (each, an Annual Report Year)
using the methodology provided above. The Operator shall be responsible for providing
the information necessary for the Jobs Report.

4.6.2. Investment Report. The respective Investment Reports shall contain a

statement as to the investment by the Company and the Operator in their respective
components of the Project for the subject Annual Report Year, using the methodology
prescribed herein.

4.6.3. Inspection Rights. To the extent that the Authority has questions about the
investment reports of the Operator and the Company and employment records of the
Operator, the Parties will engage in good faith efforts to resolve such questions and, upon
the Authoritys reasonable request, the Operator and the Company will furnish back-up
documentation reasonably sufficient to verify the accuracy and completeness of report,
filing or other document, and to demonstrate the manner in which such items or their
contents were calculated or prepared. If, notwithstanding the good faith efforts of the
Parties to resolve any questions concerning such items, the Parties are unable to resolve
such issues, the Authoritys independent third-party certified public accountant who is
reasonably acceptable to the Operator (any such independent third-party accountant to be
retained on a non-contingency fee basis), may examine and audit such books and records
of the Operator and Company as are reasonably sufficient to verify the accuracy of such
items. Any such audit must: (i) not be disruptive to the Companys or Operators business
and must take place at a mutually agreed time during normal business hours; (ii) not
occur more than once during any 12-consecutive-month period; (iii) only cover
statements rendered since the last audit conducted by the Authority (if any) and during
the 24 months prior to the date the audit is commenced; (iv) take place on at least thirty

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 (30) days' prior written notice; (v) be completed within thirty (30) days from
commencement; and (vi) be conducted by the Authority alone and not in conjunction or
cooperation with any other party. The Authority may not schedule an audit to take place
in the fourth calendar quarter of any year. The Authority agrees that any information
learned or disclosed in connection with any such audit is confidential information of the
Operator or the Company, as the case may be, and shall not be disclosed or used by the
Authority except as expressly authorized herein. In the event the Authoritys audit reveals
a discrepancy, the Parties will cooperate in good faith to address and resolve such
discrepancy. The Authority will be solely responsible for all costs of any audit it
conducts. Information, documents and materials that do not constitute public records
under the Georgia Open Records Act (GORA) or are exempt from disclosure under the
GORA learned by the Authority's auditor in connection with any such audit shall be
treated as confidential information of the Operator or Company, as the case may be, and
the Authority agrees to maintain the confidentiality of such information to the maximum
extent permitted by applicable law. The Authority shall provide the Operator or
Company, as the case may be, prior written notice of any GORA request for information
and the opportunity to contest any disclosure, and shall reasonably cooperate with such
Party in connection with the foregoing. Notwithstanding the foregoing or any other
provision of this Agreement, neither the Operator or Company shall be required to
disclose, permit the inspection of or examination of, or discuss, any document,
information or other matter that (a) constitutes trade secrets or proprietary information,
(b) in respect of which disclosure is prohibited by law or any binding agreement or (c) is
subject to attorney-client or similar privilege, employee privacy or constitutes attorney
work product.

4.6.4. Project Shortfall Percentages.

(a) The Annual Report shall calculate any Jobs Shortfall Percentage for the
Operator, and any Investment Shortfall Percentage.

(b) The average of the Jobs Shortfall Percentage, and the Investment Shortfall
Percentage shall be the Project Shortfall Percentage, which shall also be calculated
and stated in the Annual Report.

4.7. Recovery Payments. If an Annual Report shows that, for the immediately
preceding Annual Report Year, there is a Project Shortfall Percentage, then, the Operator, in such
Annual Report, shall calculate the amount of the Recovery Payments, and shall pay the same,
all pursuant to and as defined in the Incentives Schedule. If a Project Shortfall Percentage is 20%
or less, there shall be no Recovery Payment due. The Authority shall include the amount of
Recovery Payments calculated for any Performance Period in the previous Year and include the
amount of the same in the PILOT Invoice, which the Company shall pay within the time set forth
in Section 3.6.2 hereof. The payment of Recovery Payments shall be the Operators sole
obligation, and the Authoritys sole remedy, with respect to a Project Shortfall Percentage.

4.8. Failure to File Report and Make Required Payments. If the Operator fails to pay
any PILOT Invoice or Recovery Payment from it when due, interest shall be paid by such Party
thereon at the rate of 1% per month (or such lesser rate as may be allowed by law) until paid. If

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there has been a failure to file any report or to make any payment required by this Agreement
which is not cured within thirty (30) days following a written notice from the Authority that it be
cured, the Authority shall be entitled to enforce its rights under this Section 4.8 and such Party
shall indemnify the Authority for all costs of enforcement, including any court costs and
reasonable and actual attorneys fees and court costs. Such Party shall be liable for the payment
of any such interest, fees and costs.

5. TERMINATION OF AGREEMENT.

5.1. Delay. If the Closing has not occurred by December 31, 2017, then the Authority,
the Company, or the Operator may terminate this Agreement by written notice to the other
Parties, whereupon none of the Parties shall have any further liability or obligations under this
Agreement except as to such obligations or liabilities that expressly survive the termination of
this Agreement.

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

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

5.3.1. Any other Party is in material breach of this Agreement which breach is
not cured within thirty (30) days following a written notice from the non-breaching Party
that it be cured.

5.3.2. There has been commenced or threatened against the Authority or the
Company, the Operator, or any Affiliate of the Company or Operator, any proceeding
(a) involving any challenge to, or seeking damages or other relief in connection with, any
of the matters that are the subjects of this Agreement, or (b) that may have the effect of
preventing, delaying, making illegal, imposing limitations or conditions on, or otherwise
interfering with, any of such matters; provided, however, that this provision shall not
apply to any action brought by one of the Parties against any of the other Parties. An
uncontested validation proceeding for the Project Bonds shall not be considered a
proceeding within the meaning of this Section. In the event the validation proceeding is
contested, the Parties will use their best efforts to resolve such contest prior to Closing.

5.4. Authoritys Termination Rights. The Authority shall have the right to terminate
this Agreement, without any further liability except as otherwise expressly provided in this
Agreement, effective immediately upon giving written notice thereof to the other Parties hereto,
pursuant to any provision allowing it to do so contained elsewhere in this Agreement. Without
limitation, the Authority shall have the right to terminate this Agreement, effective immediately
upon giving written notice to the other Parties if, by the Closing (or if this Agreement specifies
another time therefor, then by such time), each Closing Condition set forth herein in favor of the
Authority has not been satisfied. If the Authority does not exercise any such right to terminate by

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Closing (or by such other time specified), then, as of the Closing, such right shall be deemed
waived with respect to the subject thereof.

5.5. Companys Termination Rights. The Company shall have the right to terminate
this Agreement, without any further liability except as otherwise expressly provided in this
Agreement, effective immediately upon giving written notice thereof to the other Parties hereto,
pursuant to any provision allowing it to do so contained elsewhere in this Agreement. Without
limitation, the Company shall have the right to terminate this Agreement, effective immediately
upon giving written notice to the other Parties if, by the Closing (or if this Agreement specifies
another time therefor, then by such time), each Closing Condition set forth herein in favor of the
Company has not been satisfied. If the Company does not exercise any such right to terminate by
Closing (or by such other time specified), then, as of the Closing, such right shall be deemed
waived with respect to the subject thereof.

5.6. Operators Termination Rights. The Operator shall have the right to terminate this
Agreement, without any further liability except as otherwise expressly provided in this
Agreement, effective immediately upon giving written notice thereof to the other Parties hereto,
at any time and for any reason prior to Closing, and also pursuant to any provision allowing it to
do so contained elsewhere in this Agreement. Without limitation, the Operator shall have the
right to terminate this Agreement, effective immediately upon giving written notice to the other
Parties if, by the Closing (or if this Agreement specifies another time therefor, then by such time)
each Closing Condition set forth herein in favor of the Operator has not been satisfied. If the
Operator does not exercise any such right to terminate by Closing (or by such other time
specified), then, as of the Closing, such right shall be deemed waived with respect to the subject
thereof.

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

6. MISCELLANEOUS.

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

If to the Authority: Macon-Bibb County Industrial Authority

439 Mulberry Street
Macon, Georgia 31201
Attn: Robert E. Fountain, Jr., Chairman

21
41079304v.7
 with a copy to: Seyfarth Shaw LLP
515 Mulberry Street, Suite 200 Macon, Georgia 31201
1075 Peachtree Street NE, Suite 2500 Atlanta, Georgia 30309
Attn: Kevin T. Brown, Esq.

If to the Company: I-75 Unicorn, LLC

9830 Colonnade Boulevard, Suite 600
San Antonio, Texas 78230
Attn: Lang Allen

with a copy to: Golden Steves & Gordon, LLP

300 Convent Street, Suite 2600
San Antonio, Texas 78205
Attn: Steve L. Golden, Esq.

and a copy to: Jones Cork, LLP

435 Second Street, Suite 500
P. O. Box 6437
Macon, Georgia 31208
Attn: Robert C. Norman, Esq.

If to the Operator: Amazon.com.dedc, LLC

410 Terry Avenue North
Seattle, Washington 98121
Attn: Director, Economic Development
Facsimile: (206) 266-7010

with a copy to: Amazon.com, Inc.

P.O. Box 81226
Seattle, Washington 98108-1226
Attn: General Counsel
Facsimile: (206) 266-7010

and a copy to: Arnall Golden Gregory LLP

171 17th Street, NW, Suite 2100
Atlanta, Georgia 30363
Attn: Andrew J. Schutt, Esq.

6.2. Confidential Information. All confidential information acquired by the Authority,

the County, or the Assessors relating to the Company or the Operator shall be held in confidence
by them, subject to their legal obligations as public bodies, including, without limitation
O.C.GA. 15-18-70, et seq., and 50-14-1, et seq. This confidentiality requirement shall survive
termination or expiration of this Agreement. The Company and its advisors shall, prior to the
execution and delivery hereof, treat the contents of this Agreement and project plans related
thereto as confidential, and, without limitation, shall not disclose such contents to the public or
competing communities or states.

22
41079304v.7
 6.3. No Partnership or Agency. No partnership or agency relationship between or
among the Parties shall be created as a result of this Agreement.

6.4. Survival of MOU. Articles III and IV and Section 2.11 of this Agreement shall
survive the Closing, but may be superseded in whole or in part by the EDA to the extent that the
EDA expressly so provides.

6.5. Governing Law; Jurisdiction and Venue. The transactions contemplated

hereunder and the validity and effect of this Agreement are exclusively governed by, and shall be
exclusively construed and enforced in accordance with, the laws of the State of Georgia, except
for the states conflicts of law rules. THE PARTIES FURTHER AGREE THAT ANY ACTION
RELATING TO, OR ARISING OUT OF, THIS AGREEMENT OR THE PROJECT SHALL
BE INSTITUTED AND PROSECUTED IN THE COURTS OF THE COUNTY OF BIBB,
STATE OF GEORGIA, OR THE U.S. DISTRICT COURT SITTING IN THE MIDDLE
DISTRICT OF GEORGIA, AND THE PARTIES AGREE TO SUBMIT, AND DO HEREBY
SUBMIT, TO THE PERSONAL JURISDICTION AND VENUE OF SAID COURTS OF THE
COUNTY OF BIBB, STATE OF GEORGIA, OR THE U.S. DISTRICT COURT SITTING IN
THE MIDDLE DISTRICT OF GEORGIA (AS THE CASE MAY BE), AND DO
FURTHERMORE EXPRESSLY AND SPECIFICALLY WAIVE ANY RIGHT EITHER OF
THEM MAY HAVE TO TRANSFER OR CHANGE THE VENUE OF ANY SUCH
LITIGATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY DO NOT HAVE
ANY EXPECTATION THAT, AND THERE IS NO BASIS FOR, ANY SUCH ACTION
BEING INSTITUTED OR MAINTAINED IN ANY COURT EXCEPT THOSE SPECIFIED
HEREINABOVE, AND THE PARTIES EACH COVENANT AND AGREE THAT THEY
SHALL IN NO EVENT INSTITUTE OR PROSECUTE ANY SUCH ACTION IN ANY
OTHER COURT OTHER THAN AS EXPRESSLY AUTHORIZED HEREIN, AND THAT
THIS PARAGRAPH SHALL BAR AND SERVE AS A COMPLETE DEFENSE TO ANY
ACTION BROUGHT OR PROSECUTED BY OR ON BEHALF OF THE PARTIES IN ANY
OTHER COURT.

6.6. Amendments. Any amendments, deletions, additions, changes or corrections

hereto must be in writing executed by the Parties hereto.

6.7. Entire Agreement. This Agreement, together with the Definitive Documents
(when executed), constitutes the entire agreement between the Parties with respect to the subject
matter hereof shall continue in full force and effect until execution of the Bond Lease.

6.8. Counterparts; Facsimile. This Agreement may be signed in counterparts, each of

which shall be an original and all of which together shall constitute one and the same instrument.
To facilitate execution of this Agreement, the Parties expressly acknowledge and agree that,
notwithstanding any statutory or decisional law to the contrary, the printed product of a facsimile
or electronic transmittal of this Agreement shall be deemed to be written and a writing for all
purposes, and shall otherwise constitute an original document binding upon the transmitting
party.

6.9. No Personal Liability of Representatives of Public Bodies. No official, member,

director, officer, agent, or employee of the Authority shall have any personal liability under or

23
41079304v.7
relating to this Agreement. Rather, the agreements, undertakings, representations, and warranties
contained herein are and shall be construed only as corporate agreements, undertakings,
representations, and warranties, as appropriate, of such public bodies. Without limitation, and
without implication to the contrary, all Parties hereto waive and release any and all claims
against each such official, member, director, officer, agent, or employee, personally, under or
relating to this Agreement, in consideration of the entry of such public bodies into this
Agreement.

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

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

6.11. No Personal Liability of Representatives of Operator. No official, member,

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

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

6.13. Publicity. The Authority and Company shall consult with the Operator before
issuing any press release or otherwise making any disclosures or statement with respect to the
Project or the transactions contemplated by this Agreement, and will not issue any such press
release or make any such public statement prior to such consultation, except as required by
applicable law.

6.14. Effective Date. This Agreement shall not be effective until it has been fully executed
by all Parties hereto.

6.15. Limitation on Liability. Notwithstanding anything contained in this Agreement or

any other documents or instruments executed in connection herewith, it is understood and agreed
that in no event (except for the intentional and willful bad faith actions of any Party) shall the
Company, the Operator, or the Authority be able to claim or otherwise seek consequential,
punitive or lost business damages as a result of any breach or action (or failure to act) by another

24
41079304v.7
Party (or its officers, members, agents or representatives) in connection with this Agreement, the
Project or any other related matter, and the right of the Company, the right of the Operator, and
the right of the Authority to seek the same is hereby expressly waived and forever relinquished.

[SIGNATURES BEGIN ON FOLLOWING PAGE]

25
41079304v.7
 IN WITNESS WHEREOF, the Parties have executed this Memorandum of
Understanding and caused it to be delivered as of the Effective Date.

The Authority:

MACON-BIBB COUNTY
INDUSTRIAL AUTHORITY

By:
Robert E. Fountain, Jr., Chairman

ATTEST:

Stephen H. Adams, Secretary

[SEAL]

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

[SIGNATURE PAGE TO MEMORANDUM OF UNDERSTANDING MBCIA PROJECT UNICORN]

41079304v.7
 The Company:

I-75 UNICORN, LLC,

a Delaware limited liability company

By: US RIO, LP, a Delaware limited

partnership, its sole member

By: USAA Real Estate Company, a

Delaware corporation, its general partner

By:_____________________________

Name:___________________________

Title:____________________________

[SIGNATURE PAGE TO MEMORANDUM OF UNDERSTANDING MBCIA PROJECT UNICORN]

41079304v.7
 The Operator:

AMAZON.COM.DEDC, LLC
a Delaware limited liability company

By:
Name:
Title:

[SIGNATURE PAGE TO MEMORANDUM OF UNDERSTANDING MBCIA PROJECT UNICORN]

41079304v.7
 SCHEDULE 1.1

DESCRIPTION OF THE EQUIPMENT

Product and material storage and processing equipment; the Equipment will be more particularly
described in one or more Bills of Sale given at Closing.

[SCHEDULE 1.1 TO MEMORANDUM OF UNDERSTANDING MBCIA PROJECT UNICORN]

41079304v.7
 SCHEDULE 1.5

DESCRIPTION OF THE SITE

The Site shall consist of that certain real property and improvements in Macon-Bibb County,
Georgia located off of Sardis Church Road and Skipper Road, comprised as Tract 1
comprising approximately 91.13 acres; Tract 5 comprising approximately 2.00 acres; Tract 6
comprising approximately 1.27 acres, and Tract 7 comprising approximately 1.71 acres, all as
generally depicted below:

[SCHEDULE 1.5 TO MEMORANDUM OF UNDERSTANDING MBCIA PROJECT UNICORN]

41079304v.7
 SCHEDULE 1.6.2
APPROVED SITE PLAN, RENDERING, AND BUILDING ELEVATION DRAWINGS
Site Plan

Building Rendering

Building Elevations

[SCHEDULE 1.6.2 TO MEMORANDUM OF UNDERSTANDING MBCIA PROJECT UNICORN]

41079304v.7
 [SCHEDULE 1.6.2 TO MEMORANDUM OF UNDERSTANDING MBCIA PROJECT UNICORN]
41079304v.7
 SCHEDULE 2.3

AUTHORITY FINANCING FEE SCHEDULE

[SCHEDULE 2.3 TO MEMORANDUM OF UNDERSTANDING MBCIA PROJECT UNICORN]

41079304v.7
 SCHEDULE 3.2.1

DESCRIPTION OF COMPANY INFRASTRUCTURE WORK

It shall be a Closing Condition in favor of each of the Parties that the Parties agree to the
Company Infrastructure Work plan and specifications, such agreement not to be unreasonably
withheld by either Party.

[SCHEDULE 3.2.1 TO MEMORANDUM OF UNDERSTANDING MBCIA PROJECT UNICORN]

41079304v.7
 SCHEDULE 3.2.2

DESCRIPTION OF AUTHORITY INFRASTRUCTURE WORK

It shall be a Closing Condition in favor of each of the Parties that the Parties agree to the
Authority Infrastructure Work plan and specifications, such agreement not to be unreasonably
withheld by either Party.

[SCHEDULE 3.2.2 TO MEMORANDUM OF UNDERSTANDING MBCIA PROJECT UNICORN]

41079304v.7
 SCHEDULE 3.3

OFFER FROM THE STATE

[SCHEDULE 3.3 TO MEMORANDUM OF UNDERSTANDING MBCIA PROJECT UNICORN]]

41079304v.7
 [SCHEDULE 3.3 TO MEMORANDUM OF UNDERSTANDING MBCIA PROJECT UNICORN]
41079304v.7
 [SCHEDULE 3.3 TO MEMORANDUM OF UNDERSTANDING MBCIA PROJECT UNICORN]
41079304v.7
 [SCHEDULE 3.3 TO MEMORANDUM OF UNDERSTANDING MBCIA PROJECT UNICORN]
41079304v.7
 SCHEDULE 3.5

SAVINGS SCHEDULE

1. For the Real Estate Project and the Personal Property Project each, as provided in Section 1.9
regarding Year 1 and other matters, Section 3.5 regarding the Savings Schedule, and
elsewhere in this Agreement, there is a schedule of Payment Percentages and correlative
Savings Percentages as provided in the table in Paragraph 2, below. The Company will
receive for the Real Estate Project and the Operator will receive for the Personal Property
Project a property tax savings incentive, each pursuant to its own separate Savings Schedule,
with the Savings Percentages for such portion of the Project in accordance with the table in
Paragraph 2, below. If a portion of the Project is entitled to this property tax savings
incentive, then, there shall be no property taxes for the Projects construction period as
provided in Section 1.9.2 hereof, as the Site is currently owned by the Authority and exempt
from taxation as of the Effective Date of this Agreement. All such payments shall constitute
payments in lieu of taxes.
2. For each year in the table below, subject to the terms of Section 3.5.5, the Company and the
Operator each will pay the amounts equal to the corresponding Payment Percentage, set forth
below, of the normal ad valorem property taxes that would be payable if legal title to the
Project were vested in the Company and the Operator, instead of the Authority, on January 1
of such year. The corresponding Savings Percentage is 100% less the Payment Percentage.
The applicable Payment and Savings Percentages are as follows:

COMPANY OPERATOR
REAL PROPERTY & IMPROVEMENTS PERSONAL PROPERTY
Payment Savings Depreciation Payment Savings
Year Percentage Percentage Year (Group III) Percentage Percentage
1 4% 96% 1 95% 4% 96%
2 9% 91% 2 91% 11% 89%
3 15% 85% 3 87% 17% 83%
4 22% 78% 4 82% 26% 74%
5 29% 71% 5 79% 37% 63%
6 41% 59% 6 75% 48% 52%
7 54% 46% 7 70% 60% 40%
8 65% 35% 8 63% 74% 16%
9 78% 22% 9 57% 85% 15%
10 85% 15% 10 52% 95% 5%
11 and 11 and (as applicable
thereafter
100% 0%
thereafter by law)
100% 0%

3. The Savings Percentage applies to all ad valorem property taxes (School, County, State and
other) with respect to property comprising part of the Project titled to the Authority in
connection with the issuance of the Project Bonds. The Company and the Operator each shall
return, be assessed for, and pay normal property taxes with respect to property not so titled to
the Authority.

[SCHEDULE 3.5 TO MEMORANDUM OF UNDERSTANDING MBCIA PROJECT UNICORN]

41079304v.7
 SCHEDULE 4

INCENTIVES SCHEDULE

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

INCENTIVES TABLE

Recovery Factor Recovery

Section Incentive Recovery Value each Period Paid To

3.4 Authority Grant $1,000,000 10% Authority

for Company
Infrastructure
Work

3.5 Property Tax Actual amount of ad 100% Authority

Savings on Project valorem property
taxes on Project
saved during Prior
Period multiplied by
the Project Shortfall
Percentage

2. The Operator shall make a payment with respect to each incentive listed in the Incentives
Table above (each payment, a Recovery Payment, and collectively, the Recovery
Payments) to the Authority based on the Recovery Value as so determined for each year
included in the Performance Period in which a Project Shortfall Percentage is determined as
provided in this Agreement that is greater than 20%. If the Project Shortfall Percentage with
respect to a Performance Period is 20% or less, there shall be no Recovery Payment due.

3. The table (Goals Table) set forth below sets forth the Jobs Goal and Investment Goal for
the Project. For all purposes of this Agreement, the Performance Period for Project is the
years included in such Projects Savings Schedule, beginning with its Year 1. The Goals
Table applies to incentives covered by the above Incentives Table:

[SCHEDULE 4 TO MEMORANDUM OF UNDERSTANDING MBCIA PROJECT UNICORN]

41079304v.7
 GOALS TABLE

PROJECT
Performance Period
(Includes All Calendar Years
Scheduled Below, and any Year Jobs Goal
Through Which the Performance (Measured as of January 1 Cumulative
Period is Extended) of Each Year) Investment Goal
2019 300 $75,000,000
2020 450 $91,500,000
2021 and after 600 $91,500,000

4. For purposes of the Jobs Goal and the Investment Goal, force majeure means any
unexpected event (including, without limitation, acts of God, terrorist acts and the
unavailability of qualified labor) which prevents or hinders a party from performing its
obligations under this Agreement and which act or event is (i) beyond the reasonable control,
and not arising out of the fault, of such party, and (ii) such party has been unable to overcome
such act or event by the exercise of due diligence and reasonable efforts, skill and care, other
than through unbudgeted expenditures of money. Notwithstanding the provisions of this
Agreement set forth above, the Jobs Goal and the Investment Goal in any year are each
subject to the effect of force majeure as provided below, if the Operator certifies to the
Authority in writing in the applicable Annual Report of the dates of the commencement and,
if the event of force majeure has abated, the date of the abatement, of such event of force
majeure. The effect of force majeure for such purposes shall be that for any year in which the
Company is entitled to claim, and does claim, the benefit of such provision, the Operator
shall be considered in compliance with its Jobs Goal and Investment Goal, but the
Performance Period shall be extended by another year, which shall immediately follow the
force majeure year. The Operators Jobs Goal and Investment Goal requirements shall
resume as scheduled beginning with the extension year, and shall continue as scheduled
through the same number of remaining years as would have applied if there had been no
event of force majeure. The foregoing notwithstanding, (a) if the Performance Period would
otherwise be extended beyond termination or expiration of the Bond Lease, then the
provisions of Paragraph 6, below, shall apply, and (b)(1) the Company may not claim the
benefit of force majeure more than once per Project, and (2) in no event shall force majeure
excuse or postpone a payment obligation.

5. With respect to certain cash and in-kind incentives provided by the Authority, in order to
allow the Operator credit for years in the Performance Period for which it was in compliance
with its Jobs Goal and Investment Goal, the Incentives Table provides a Recovery Factor of
less than 100% for each such year. Such Recovery Factor represents a prorating across the
Performance Period of the potential recovery of such incentives, through application of the
methodology provided below. With respect to the Site tax savings incentive, the Recovery
Factor shall be 100% of the Site tax savings for the particular year of the Performance Period

[SCHEDULE 4 TO MEMORANDUM OF UNDERSTANDING MBCIA PROJECT UNICORN]

41079304v.7
 being evaluated, and property tax savings for any prior year shall not be repayable or
otherwise affected.

6. For each year for which a Project Shortfall Percentage is determined as provided in this
Agreement, in order to determine the Recovery Payment for each incentive in the Incentives
Table, such Project Shortfall Percentage shall be multiplied times the Recovery Value, the
result shall be multiplied times the corresponding Recovery Factor, the result shall be the
Recovery Payment, and the Operator shall pay the amount thereof to the Authority
simultaneously with its delivery of the Annual Report for the subject year as required by this
Agreement. If the Project Shortfall Percentage is 20% or less, there shall be no Recovery
Payment due.

7. (a) Each of the following shall be a Trigger Event hereunder:

(i) (A) The expiration or termination of the Bond Lease at a time when any part of the
Project is subject to a Payment Percentage less than 100%, including, without
limitation, expiration or termination in connection with the exercise of the project
purchase option provided for in Section 2.8 of this Agreement; and/or

(B) The Projects Year 1 does not begin by the outside date permitted by Section 1.9
of this Agreement;

(ii) A Plant Closing. A Plant Closing is defined as the permanent or temporary

shutdown of the Project, if the shutdown results in an employment loss during any
90-day period at the Project for 66% or more active employees, excluding any part-
time employees. The term employment loss means (1) an employment termination,
other than a discharge for cause, voluntary departure, or retirement, (2) a layoff
exceeding six (6) months, or (3) a reduction in hours of work of individual employees
of more than 50% during each month of any 6-month period. An employment action
that results in the effective cessation of production of the work performed at the
Project, even if a few employees remain, is a shutdown. A temporary shutdown is a
Trigger Event only if there are a sufficient number of terminations, layoffs exceeding
six months, or reductions in hours of work as specified under the definition of
employment loss.

(iii) A Mass Layoff. The term Mass Layoff means a reduction in work force which
first, is not the result of a Plant Closing, and second, results in an employment loss at
the Project during any 90-day period for one-half () or more of the active
employees, excluding part-time employees;

(b) Upon the occurrence of a Trigger Event, the Payment Percentage provided in the Savings
Schedule shall become 100% (and the Savings Percentage shall become 0%) for each
subsequent year for the Project, any provision hereof to the contrary notwithstanding.

(c) As soon as reasonably possible after it is aware of (but no later than immediately after the
occurrence of) a Trigger Event, the Operator shall file with the Authority a special Annual
Report that shall comply as appropriate with Section 4.7 of this Agreement and shall also

[SCHEDULE 4 TO MEMORANDUM OF UNDERSTANDING MBCIA PROJECT UNICORN]

41079304v.7
 calculate what the Recovery Payments would be in the aggregate for each subsequent year
through the end of the period for which any part of the Project would be subject to a Payment
Percentage less than 100% (disregarding (b) above, for such purpose), ignoring any force
majeure, using the actual investment amount through the date of the calculation, and
assuming that jobs for each year after the year of calculation amount to zero. The amount so
calculated shall be subject to audit by the Authority, and upon acceptance by the Authority,
such amount shall constitute a Special Recovery Payment. The Operator shall pay the
amount of the Special Recovery Payment to the Authority promptly upon being invoiced
therefor and shall pay any past due normal Recovery Payments in arrears. The Authority
shall have the same rights and remedies with respect to such Special Recovery Payment as
with normal Recovery Payments. Any provision of this Agreement to the contrary
notwithstanding, the Authority shall be under no obligation to perform under the purchase
option provided for in Section 2.8 hereof until it has received payment of the Special
Recovery Payment and any normal Recovery Payments that are past due. However, in the
calculation of the Special Recovery Payment, the Operator may exclude as a Recovery Value
any property tax savings for years after the Project reverts to normal property taxation or the
Payment Percentage for all of the Project becomes 100%.

[SCHEDULE 4 TO MEMORANDUM OF UNDERSTANDING MBCIA PROJECT UNICORN]

41079304v.7
 SCHEDULE 4.2

RULES FOR SATISFYING THE JOBS GOAL

1. For purposes of this Agreement, the number of new or retained full-time jobs shall be
defined and determined, from time to time, as provided follows:

a) Only direct employees of the Operator (or its Affiliates) working at the Project shall be
counted.

b) Temporary employees or leased employees may be counted as occupying a full-time job

if so included by the Operator in the Annual Report as of January 1st of the applicable
Performance Period.

c) Full-time job means the following: a job with no predetermined end date (other than a
retirement date), with a regular work week of 35 hours or more on average for the entire
normal year of Operators operations in the County, and with benefits provided to other
regular employees of the local Operator, but does not mean a job classified for federal tax
purposes as an independent contractor. Part-time jobs are counted on a full-time
equivalent basis (for example, 17.5 hours per week equals one-half full-time job).

2. The number of full-time jobs shall be calculated as provided below.

a) The number of jobs shall be determined based on the monthly average number of full-
time employees subject to Georgia income tax withholding for the taxable year.

b) The monthly average number of full-time employees in a taxable year shall be

determined by the following method:

(i) for each month of the taxable year, count the total number of full-time employees of
the business enterprise that are subject to Georgia income tax withholding as of the
last payroll period of the month or as of the payroll period during each month used for
the purpose of reports to the Georgia Department of Labor;

(ii) add the monthly totals of full-time employees; and

(iii) divide the result by the number of months the business enterprise was in operation
during the taxable year. Transferred jobs, except for jobs transferred to the Project
from outside the State of Georgia, and replacement jobs may not be included in the
monthly totals.

[SCHEDULE 4.2 TO MEMORANDUM OF UNDERSTANDING MBCIA PROJECT UNICORN]

41079304v.7
 SCHEDULE 4.4

RULES FOR SATISFYING THE INVESTMENT GOAL

1. Only capital investments in the Project by the Company, the Operator, and their Affiliates
shall be counted, except as provided in paragraph 4, below.

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

3. Transferred equipment relocated by the Operator or its Affiliates to the Project, to be used as
part of the Project, may be counted at net book value or, if requested and substantiated by the
Operator to the Authoritys reasonable satisfaction, and approved by the Authority, such
approval not to be unreasonably withheld, its fair market value.

4. Machinery and equipment leased to the Operator or its Affiliates under an operating lease
(even though such property is not titled to the Authority and is not leased to the Operator
under the Personal Property Bond Lease) and other machinery and equipment owned or
beneficially owned by the Operator or its Affiliates but not leased to it under the Bond Lease
shall be counted.

[SCHEDULE 4.4 TO MEMORANDUM OF UNDERSTANDING MBCIA PROJECT UNICORN]

41079304v.7
 SCHEDULE 4.6

FORM OF ANNUAL REPORT

[DATE]

Macon-Bibb County Industrial Authority

439 Mulberry Street
Macon, GA 31201

Re: Memorandum of Understanding (MOU) and Economic Development

Agreement (EDA) between the Macon-Bibb County Industrial Authority
(Authority) and [I-75 UNICORN, LLC] (Company) and [AZN Project
Entity] (Operator) regarding the capital project located in Macon-Bibb
County, Georgia (the Project) 20__ Annual Report

Dear ________:

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

1. Jobs Report

As of December 31, 20__, the total number of full-time jobs located at the Project was
___. We have enclosed ________________, as evidence of such job creation.

The Jobs Goal for ____ was ___ jobs. The Jobs Shortfall for the year _____ is ___ jobs.
The Jobs Shortfall Percentage is ___% (__ __).

2. Investment Report

As of December 31, 20__, the Company has invested $________ and the Operator has
invested $_____________ in the Project as Total Project Costs.

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

3. Recovery Payments

The Project Shortfall Percentage for 20__ is ___% ((___% + __%) 2). [IF A
RECOVERY PAYMENT IS DUE, THAT PAYMENT SHOULD BE CALCULATED HERE
BASED ON THE RECOVERY SCHEDULE IN THE MOU. NO RECOVERY PAYMENT IS
REQUIRED UNLESS THE PROJECT SHORTFALL PERCENTAGE EXCEEDS 20%.]

4. Outstanding Project Bond Balance

As of December 31, 20__, the outstanding balance on Real Estate Project Bonds was
$______________ and the outstanding balance on the Personal Property Project Bonds was
$_______________.
[SCHEDULE 4.6 TO MEMORANDUM OF UNDERSTANDING MBCIA PROJECT UNICORN]
41079304v.7
5. Payments in Lieu of Taxes

For the prior tax year ending December 31, 20___, the normal ad valorem taxes which
would have been otherwise due on the Project but for the MOU and the Project Bond[s] would
have been approximately $_____________, the tax savings to the Company for the Project
approximately $_____________, and the PILOT[s] paid under the MOU and EDA were
$______________.

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

Sincerely,

Enclosures

[SCHEDULE 4.6 TO MEMORANDUM OF UNDERSTANDING MBCIA PROJECT UNICORN]

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