EXECUTION DRAFT

AGREEMENT OF PURCHASE AND SALE

by and between

the CITY OF ATLANTA AND FULTON COUNTY RECREATION AUTHORITY,

as Seller and

PANTHER HOLDINGS, LLC, as Purchaser effective as of August 1, 2016

Schedule of Defined Terms AABE ………………………………………………………………………...Section 7.3.1(c) Agreement………………………………………………………………….Opening Paragraph AMI ……………………………………………………………………………Section 29.1(a) APABE ………………………………………………………………………. Section 7.3.1(c) Assignment of Service Contract………………………………………………... Section 8.1(b) Braves Agreement.. ……………………………………………………………….. Section 1.2 Broker …………………………………………………………………………….Section 12.1 Building …………………………………………………………………………….Section 1.1 Business Day …………………………………………………………………….Section 24.11 Carter ……………………………………………………………………………Section 15.2.2 Carter Entities …………………………………………………………………….Section 29.2 Cauldron Notice …………………………………………………………………..Section 17.1 City ……………………………………………………………………………........Section 1.1 Closing ……………………………………………………………………………..Section 3.1 Closing Date ………………………………………………………………………..Section 3.1 Closing Statement ………………………………………………………………… Section 8.3 Code ……………………………………………………………………………...Section 7.1.4 Confidential Information…………………………………………………………... Section 20 Consulting Agreement ………………………………………………………….Section 15.2.2 Control …………………………………………………………………………….. Section 16 Controlled …………………………………………………………………………..Section 16 Controlling ………………………………………………………………………… Section 16 Costs …………………………………………………………………………….......Section 20 County ……………………………………………………………………………...Section 1.1 Current Tax Year ………………………………………………………………...Section 6.1.1 Deed.……………………………………………………………………………. Section 8.1(a) Description of Required Zoning ……………………………………………………...Exhibit J Due Diligence Expiration Date …………………………………………………….Section 1.2 Due Diligence Period ………………………………………………………………Section 1.2 Due Diligence Termination Notice ………………………………………………Section 1.2.5 Earnest Money …………………………………………………………………...Section 2.2.1 EBO Entities ……………………………………………………………………….Section 7.3 EBO Plan …………………………………………………………………………..Section 7.3 EBO Plan Elements ……………………………………………………………... Section 7.3.1 Effective Date……………………………………………………………...Opening Paragraph Environmental Information ………………………………………………………Section 1.2.1 Environmental Laws ……………………………………………………………….Section 5.1 Escrow Agent …………………………………………………………………….Section 2.2.1 Excluded Property ………………………………………………………………….Section 1.1 Excluded Statues ………………………………………………………………….Section 17.2 Exercise Notice ……………………………………………………………………..Section 28 Exercise Period ……………………………………………………………………..Section 28 Extension Earnest Money ……………………………………………………...…..Section 3.2 Extension Notice ……………………………………………………………….…..Section 3.2

Facts ……………………………………………………………………………...Section 4.1.3 FBE …………………………………………………………………………....Section 7.3.1(c) Final Project Approvals ……………………………………………………….….......Exhibit J For-Sale Unit …………………………………………………………………. Section 29.1(c) Georgia Certified Contractor or Vendor …………………………………..…. Section 7.3.1(c) Georgia Court …………………………………………………………….…. Section 24.15(a) Georgia Open Records Act …………………………………………………..……..Section 20 Goal ……………………………………………………………………….…….….Section 7.3 Governmental Authorities ………………………………………….…………….......Exhibit J Governmental Authority ………………………………………………………….......Exhibit J HABE …………………………………………………………………………Section 7.3.1(c) HUD …………………………………………………………………………...Section 29.1(a) Improvements …………………………………………………………………..….Section 1.1 Inaccurate Seller Representations …………………………………………...….….Section 7.4 Inspection Materials ……………………………………………………………...Section 1.2.3 Intangibles ……………………………………………………………………....….Section 1.1 Intentional Default ……………………………………………………………...….Section 7.5 Interim Deposit …………………………………………………………………..Section 1.2.7 Interim Notice Date ……………………………………………..………………..Section 1.2.7 Interim Period …………………………………………………………………..Section 15.2.2 Knowledge of Purchaser ……………………………………………………….…..Section 7.4 Land ………………………………………………………………………………..Section 1.1 Laws and Regulations ………………………………………………………..…. Section 4.1.2 LCI ……………………………………………………………………...……….….Section 18 Longstop Date …………………………………………………………….………..Section 3.4 LURA …………………………………………………………….………….… Section 8.1(h) Maintenance Agreement ………………………………………………………..Section 15.2.3 Material Adverse Effect …………………………………………………….…….......Exhibit J M/FBE ……………………………………………………………………………. Section 7.3 Monetary Encumbrances……………………………………………………...… Section 4.3.3 Monitoring Period………………………………………………………………..….Section 30 MSA ……………………………………………………………………….…..Section 29.1(a) Negotiation Period ……………………………………………………………….....Section 28 New Objections ………………………………………………………………....….Section 4.2 Non-Exercise Notice……………………………………………………………..….Section 28 Non-Noticing Party ………………………………………………………….….Section 23.1.3 Non-Public Entities …………………………………………………….……….….Section 7.3 Non-Seller Property …………………………………………………………...… Section 19.1 Notice of Intention to Sell………………………………………………………..….Section 28 Notices ……………………………………………………………………………...Section 14 Noticing Party ……………………………………………………………….….Section 23.1.3 OC Fund ……………………………………………………………………...…….Section 1.1 OFAC ………………………………………………………………...……….….Section 7.1.8 Operator ……………………………………………………………………...…….Section 1.2 Permitted Controlling Entity ………………………………………………….…….Section 16 Permitted Exceptions ……………………………………………………..…….….Section 4.1

Person ……………………………………………………………………........…….Section 16 Personal Property…………………………………………………………..…….Section 8.1(c) Project Applications ………………………………………..…………………….......Exhibit J Property ……………………………………………………………………....…… Section 1.1 Proposed Taxable Land …………………………………………………………...Section 29.2 PSA ………………………………………………………………………..…….… Section 28 PSA Memo ………………………………………………...…………………….… Section 31 PSA Memo Release …………………………………………….…………….…… Section 31 Public Entities …………………………………………………..………………. Section 7.3.2 Purchase Price …………………………………………………….…………….… Section 2.1 Purchaser…………………………………………………………………...Opening Paragraph Purchaser Default ……………………………………………………..…….…… Section 10.1 Purchaser’s Conditions Precedent …………………………………...………….… Section 9.2 Purchaser’s Due Diligence ……………………………………………………...… Section 1.2 Purchaser’s Environmental Covenant ………………………………………...… Section 1.2.1 Purchaser’s Knowledge …………………………………………………………... Section 7.4 Purchaser’s Representatives ………………………………………………..…… Section 1.2.1 Regular Breach ……………………………………………………………….…… Section 7.5 Reimbursable Amounts ……………………………………………………….…. Section 11.1 Released Matters ………………………………………………………….…….… Section 5.2 Released Parties ……………………………………………………………...…… Section 5.2 Reports …………………………………………………………………..……… Section 1.2.1 Required Zoning ………………………………………………………………….......Exhibit J Residential Rental Unit ……………………………………………….……… Section 29.1(d) RFP Date…………………………………………………………………..…….… Section 3.4 RFP Management Fee ………………………………………………….………... Section 13.3 RFP Right ……………………………………………………………………....… Section 3.4 ROFR ……………………………………………………………………………… Section 28 ROFR Memo…………………………………………………………..…..…… Section 8.1(h) ROFR Period ……………………………………………………………….……… Section 28 ROFR Property………………………………………………………………..…… Section 28 Seller……………………………………………………………………….Opening Paragraph Seller Affidavit ……………………………………………………………....… Section 8.1(f) Seller Related Parties………………………………………………………...……. Section 5.1 Seller Representative ……………………………………………………........…… Section 30 Seller’s Conditions Precedent………………………………………………...…… Section 9.1 Seller’s Knowledge …………………………………………………….……… Section 7.1.12 Service Contracts ………………………………………………………….……. Section 4.3.2 SMR Costs …………………………………………………………….………. Section 15.2.4 Stadium Maintenance Requirements ………………………………….….…… Section 15.2.3 Standard Liability Cap………………………………………………………..…… Section 7.5 State Transfer Tax ……………………………………………………………..… Section 13.1 State Transfer Tax Form …………………………………………………..…… Section 8.1(j) Statue Notice………………………………….…………………………..……… Section 17.2 Statues …………………………………………………………………………… Section 17.2 Survey ……………………………………………………………………...…… Section 4.1.3

Survival Period……………………………………………………………..……… Section 7.6 Testing ………………………………………………………………………...… Section 1.2.4 Third-Party Claim ………………………………………………………………… Section 5.2 Third Party Maintenance Agreement ……………………………………..…… Section 15.2.3 Title Commitment ………………………………………………………………… Section 4.2 Title Company …………………………………………………………….……… Section 4.2 Title Policy ……………………………………………………………………… Section 9.2.5 Title Report Objection Date ………………………………………………….…… Section 4.2 Title Report Objection Notice …………………………………………………..… Section 4.2 Utility Easements …………………………………………………………………..Section 32 Violations ………………………………………………………………..……… Section 4.1.4 Workforce Buyer …………………………………………………………...… Section 29.1(b) Workforce Housing Requirement ……………………………………………..… Section 29.1 Workforce Period ……………………………………………………………...… Section 29.1 Workforce Residents …………………………………………………….…… Section 29.1(a) Workforce Units ……………………………………………………………….… Section 29.1

AGREEMENT OF PURCHASE AND SALE THIS AGREEMENT OF PURCHASE AND SALE (this “Agreement”), effective as of August 1, 2016 (the “Effective Date”), by and between the CITY OF ATLANTA AND FULTON COUNTY RECREATION AUTHORITY, a body corporate and politic, and a political subdivision of the State of Georgia, having an office at 755 Hank Aaron Drive SW, Atlanta, Georgia 30315 (“Seller”), and PANTHER HOLDINGS, LLC, a Georgia limited liability company, having an office at 100 Auburn Avenue, Suite 315, Atlanta, Georgia 30303 (“Purchaser”). WITNESSETH: 1.

Agreement to Sell and Purchase.

1.1 Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase from Seller, upon the terms and conditions hereinafter contained, (a) subject to Seller acquiring title to the Non-Seller Property and the Permitted Encumbrances, those certain lots, pieces or parcels of land in the City of Atlanta (the “City”), County of Fulton (the “County”) and State of Georgia, as more particularly described in Exhibit A attached hereto and hereby made a part hereof (the “Land”), together with (i) the building(s) erected thereon (the “Building”) and any and all other fixtures and improvements erected thereon (the Building and such other fixtures and improvements being hereinafter collectively referred to as the “Improvements”), (ii) any rights of way, appendages, appurtenances, easements, alleys, gores or strips of land adjoining or appurtenant to the Land or any portion thereof and used in conjunction therewith, (iii) any development rights appurtenant to the Land or any portion thereof, and (b) all right, title and interest of Seller in and to, all fixtures, machinery, tangible personal property and equipment used in connection with or attached or appurtenant to or at or upon all or any portion of the Land and the Improvements at the date hereof, including, without limitation, such fire protection, heating, plumbing, electrical and air conditioning systems as now exist thereat, (c) all right, title and interest of Seller in and to permits and licenses, if any, held solely for use in connection with all or any portion of the Land and the Improvements, and (d) all right, title and interest of Seller in and to all assignable contract rights and intangible property pertaining to the Land or Improvements and/or the development, construction, ownership, use or operation thereof, including, without limitation: (i) all guaranties and warranties, (ii) all development rights, entitlements, licenses, approvals and agreements, and (iii) all consents, variances, waivers, licenses, permits, registrations, notifications, comfort letters, reliance letters, estoppels, certificates, authorizations and other approvals and all applications for any of the foregoing (collectively, “Intangibles”); (e) all designs, plans, specifications, engineering drawings and prints, and surveys with respect to the Improvements, and (f) all right, title and interest of Seller in and to any and all accounts, trust accounts, benefits and funds which have been established for the maintenance, preservation, operation or otherwise addressing the maintenance of the Olympic Cauldron; provided Purchaser shall have no rights to any funds in any of the foregoing in excess of $10,000.00 (the “OC Fund”). Any funds in excess of $10,000.00 in any such accounts shall be credited to the Seller on the closing statement. All of the above enumerated property, rights and interests to be sold to Purchaser pursuant to this Agreement (including, without limitation, the Building and Improvements 6

erected on the Land or any part thereof as well as the Intangibles) are hereinafter sometimes collectively referred to as the “Property”. The “Property” shall specifically exclude the Excluded Property. “Excluded Property” shall mean all of the property specifically identified or described in Exhibit B hereof, which shall be completed and attached hereto during the Due Diligence Period. 1.2 Due Diligence Period. Subject to the further terms and conditions of this Section 1.2 and the rights of the Atlanta National League Baseball Club, Inc. (the “Operator”) pursuant to the Braves Agreement, Purchaser shall be entitled to perform, at Purchaser’s sole cost and expense, its due diligence review, examination and inspection of all matters relating to Purchaser’s acquisition of the Property, including without limitation, the review of the Title Commitment, surveys, building plans and specifications, leases, the Service Contracts and other documents evidencing or relating to or otherwise constituting a part of the Property, any utility requirements for Purchaser’s intended use, and all financial and title information in respect of the operation of the Property, and the performance of all physical inspections and environmental studies of the Property (all of the foregoing being herein referred to as “Purchaser’s Due Diligence”). The “Due Diligence Period” shall mean the period commencing on the date hereof and expiring at 5:00 PM Eastern Standard Time on the Due Diligence Expiration Date. The “Due Diligence Expiration Date” shall mean the date which is one hundred twenty (120) calendar days after the date hereof. The “Braves Agreement” shall mean that certain Operating Agreement by and between the Operator and Seller, dated March 16, 1993, as amended by that certain First Amendment to Operating Agreement, dated November 17, 2004. 1.2.1 Purchaser shall (a) give reasonable prior written notice of Purchaser’s request to enter the Property and at all times conduct Purchaser’s Due Diligence in compliance with applicable law and the terms of the Braves Agreement, in a manner so as not to (i) unreasonably disturb or interfere with the Operator’s use and enjoyment of the Property in accordance with the Braves Agreement, or (ii) cause a breach by Seller under the terms of the Braves Agreement, (b) promptly restore the Property to substantially the same condition immediately preceding Purchaser’s inspection and examination, (c) keep the Property free and clear of any mechanic’s liens or materialman’s liens in connection with Purchaser’s Due Diligence, (d) as it relates to matters related to this Agreement, not contact any governmental authority (other than Seller) having jurisdiction over the Property without Seller’s express written consent (provided, however, that Purchaser may contact such governmental authorities as are reasonably necessary in connection with Purchaser’s Project Applications, incentives and Final Project Approvals without Seller’s prior written consent), and (e) in the event that this Agreement is terminated, promptly after such termination, at no cost to Seller, Purchaser shall provide Seller with copies of all drafts or final engineering and architectural reports, environmental reports and lab analyses, as applicable (collectively, the “Reports”) commissioned and received by Purchaser in connection with Purchaser’s Due Diligence (excluding any Reports that are proprietary to Purchaser), and (f) until Closing, keep such Reports confidential in accordance with Section 20. Seller shall have the right to have a representative of Seller at the Property for any of Purchaser’s inspections. Notwithstanding the foregoing or anything in this Agreement to the contrary, prior to the Closing, neither Purchaser nor any Purchaser’s Representatives shall directly or indirectly (a) report any environmental condition affecting the Property or provide copies of any environmental investigation reports, or (b) disclose (in any method of communication, oral or written) (i) any information discovered 7

during Purchaser’s investigations of environmental matters at the Property (“Environmental Information”) to (1) Seller without first noting to Seller the basis for the disclosure to Seller and giving Seller the opportunity to decline the receipt of further information related thereto (and if Seller so declines, Purchaser shall refrain from sharing further Environmental Information with Seller unless required to do so by any applicable law or court order), (2) any governmental or quasi-governmental authority, or (3) any third party, excluding any of the Purchaser’s Representatives, provided such Purchaser’s Representatives shall still be bound by the confidentiality obligations in Section 20 hereof with respect to such Environmental Information, except (i) as may be required pursuant to applicable laws, (ii) as necessary regarding a bona fide dispute regarding a Purchaser default or Seller default hereunder, in which a lawsuit has been filed and only if the Environmental Information is pertinent to such dispute, or (iii) as expressly authorized by Seller in writing (“Purchaser’s Environmental Covenant”). If Purchaser desires to disclose any Environmental Information and such disclosure is otherwise permitted in this Section 1.2.1 above, Purchaser must first, prior to any disclosure: (a) provide a letter from Purchaser’s legal counsel confirming that the Environmental Information is, in fact, required to be disclosed and the legal and contractual reasons therefor; (b) use reasonable efforts to resist disclosing the Environmental Information, (c) give Seller reasonable prior written notice of the disclosure; and (d) cooperate with Seller, if requested, to obtain a protective order or otherwise limit the disclosure of Environmental Information. The provisions of this Section 1.2.1 shall survive the termination of this Agreement. “Purchaser’s Representatives” means Purchaser or any of Purchaser’s affiliates, employees, representatives, contractors, consultants or agents. 1.2.2 Except as otherwise provided in Section 1.2.3, Seller shall have no obligation to deliver or make available to Purchaser any information, including without limitation, the following: (a) any information contained in Seller’s credit reports, credit authorizations, financial analyses or projections or other internal documents relating to the Property, if any, (b) materials which are, in the reasonable judgment of Seller or its counsel, subject to an attorney-client or work product privilege under applicable law, (c) appraisals of the Property or summary information with respect thereto, (d) financial statements of Seller or any affiliate of Seller or (e) any information that Seller is prohibited by law or by regulatory or judicial process to disclose to Purchaser. 1.2.3 To the extent not already provided to Purchaser, Seller shall use commercially reasonable efforts to deliver to Purchaser, or otherwise make available at the Property for inspection by Purchaser, the Inspection Materials within five (5) Business Days after the date of this Agreement. Seller's failure to timely deliver or make available at the Property the Inspection Materials to Purchaser shall not result in the extension of the Due Diligence Period, and Purchaser's sole remedy for such failure shall be Purchaser's right to terminate this Agreement pursuant to Section 1.2.5 hereof prior to the end of the Due Diligence Period. “Inspection Materials” means, to the extent in Seller’s possession and to the extent they exist, (i) copies of surveys, plats, engineering studies and reports, environmental studies and reports and similar information related to the Property, (ii) copies of title insurance policies, title exception documents, right of way and road information, commitments and material correspondence and information (including any material claims or notices related thereto) related to the Property, (iii) copies of all material agreements related to the Property including all management agreements, leases and contracts, (iv) documentation regarding any pending, threatened, or completed litigation, claims, suits, proceedings, settlements, consent decrees, 8

regulatory action, or similar dispositions, related to the Property, and (v) copies of such other material documents as may be reasonably requested by Purchaser related to the Property, all of the above to the extent the same are not proprietary, or subject to confidentiality obligations, or subject to the attorney client privilege. 1.2.4 Purchaser shall not, and shall not permit its employees, consultants, engineers and agents to, in connection with Purchaser’s Due Diligence, conduct any soil tests or sampling or any boring, digging, drilling or other physical intrusion of the Property and/or any of the Improvements (collectively, “Testing”), except at reasonable times and with the prior written consent of Seller, such consent not to be unreasonably withheld, conditioned or delayed. If Seller consents thereto, Purchaser shall furnish to Seller property damage and liability insurance policies in form and amounts reasonably acceptable to Seller (with the Seller, County and City being named as additional insureds) prior to commencing any such Testing and shall, upon completion thereof, restore promptly, at Purchaser’s sole cost and expense, the Property to substantially the same condition existing prior to such Testing. Purchaser hereby indemnifies and holds harmless Seller and all Seller Related Parties from and against any and all claims, damage, liability, loss, cost and expense that may arise in connection with all claims arising out of the acts or omissions of Purchaser, its partners, agents, employees, licensees, invitees, contractors and consultants in connection with Purchaser’s Due Diligence as well as any breach of Purchaser’s Environmental Covenant; provided, however, that the foregoing indemnity shall not apply to any claims, damages, liabilities or expenses arising out of (i) the mere discovery (without exacerbation by Purchaser or Purchaser’s Representatives) or the failure to report any pre-existing environmental conditions at the Property, or (ii) the gross negligence or willful misconduct of Seller or any Seller Related Party. The provisions of this Section 1.2.4 shall survive termination of this Agreement. 1.2.5 This Agreement may be terminated by Purchaser for any reason or no reason whatsoever in Purchaser’s sole discretion, by written notice delivered to Seller and Escrow Agent on or prior to the expiration of the Due Diligence Period (the “Due Diligence Termination Notice”) in which event Escrow Agent shall, subject to Section 1.2.7 hereof, return to Purchaser the Earnest Money and this Agreement shall automatically, and without any further action by or notice to any party, be deemed canceled and become void and of no further effect, and neither party shall have any obligations of any nature to the other hereunder or by reason hereof, upon the expiration of the Due Diligence Period (except for the provisions hereof that expressly survive termination of this Agreement). If Purchaser fails to deliver the Due Diligence Termination Notice to Seller and Escrow Agent on or prior to the expiration of the Due Diligence Period, this Agreement shall remain in full force and effect in accordance with its express terms, except that Purchaser shall be deemed to have unconditionally and irrevocably waived its right to terminate this Agreement under this Section 1.2.5. For the avoidance of doubt, while Purchaser’s right to terminate this agreement under this Section 1.2.5 shall be limited to the Due Diligence Period, Purchaser and its agents, employees, consultants, inspectors and contractors right to access and inspect the Property shall continue for the duration of this Agreement until Closing in accordance with the terms and conditions set forth herein. 1.2.6 Seller agrees that Purchaser may communicate with the Operator in connection with Purchaser’s Due Diligence, the transition and maintenance of the Property upon expiration of the Braves Agreement, any service contracts executed by the Operator in 9

respect of the Property and the physical condition and maintenance regime in place with respect to the Property; provided, however, that Purchaser shall (i) without the prior written consent of the Seller, be explicitly prohibited from discussing with the Operator which items of personal property or fixtures that Purchaser desires to have included within the Property conveyed at Closing, (ii) provide Seller reasonable notice prior to any meeting or material telephonic conferences with Operator and a Seller representative shall have the opportunity to accompany Purchaser in any meeting (or be invited to participate in any material telephonic conferences) with Operator, (iii) not be considered the representative or agent of Seller in connection with the Braves Agreement, and (iv) have no power or authority to modify the terms of Braves Agreement or negotiate with the Operator concerning the Operator’s or the Seller’s obligations or rights set forth in the Braves Agreement. Furthermore, Purchaser shall not, in exercising its rights under this Section 1.2.6, take any actions which cause, or are reasonably likely to cause, a default by Seller under the terms of the Braves Agreement. 1.2.7 Notwithstanding anything in this Agreement to the contrary, if Purchaser has not delivered its Due Diligence Termination Notice on or before the date which is ninety (90) calendar days after the date hereof (the “Interim Notice Date”), then a portion of the Earnest Money in the amount of THREE HUNDRED THOUSAND DOLLARS ($300,000.00) (said portion being referred to as the “Interim Deposit”) shall be non-refundable to Purchaser in all circumstances except the failure of one of Purchaser’s Conditions Precedent and/or Seller default hereunder. Nothing in this Section 1.2.7 shall prohibit Purchaser from delivering the Due Diligence Termination Notice after the Interim Notice Date and prior to the expiration of the Due Diligence Period; provided that the Interim Deposit shall not be refundable to Purchaser in such event, except in the circumstances provided in the immediately preceding sentence. 2.

Purchase Price.

2.1 The purchase price for the Property shall be THIRTY MILLION and 00/100 Dollars ($30,000,000.00) (the “Purchase Price”) subject to such apportionments, adjustments and credits as are provided in Sections 1.1, 6 and 11 hereof and against which, upon Closing, the Earnest Money will be credited. 2.2

Purchaser shall pay the Purchase Price as follows:

2.2.1 The sum of ONE MILLION TWO HUNDRED THOUSAND and 00/100 Dollars ($1,200,000.00) (such principal amount, together with any interest earned thereon, is referred to collectively as the “Earnest Money”), shall be deposited by Purchaser with the Title Company (the “Escrow Agent”) by wire transfer in accordance with wire transfer instructions provided by the Escrow Agent within five (5) Business Days after the date of this Agreement. The Earnest Money shall be held by Escrow Agent and disbursed in accordance with the terms and conditions of this Agreement. Any interest earned on the principal portion of the Earnest Money shall be deemed to be part of the Earnest Money and shall be paid together with the principal portion of the Earnest Money, it being understood and agreed that any interest earned on the Earnest Money shall be credited to the Purchase Price upon the Closing and if

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Closing does not occur, shall be paid to the party entitled to receive the Earnest Money (or any prorated portion thereof) pursuant to the terms hereof. 2.2.2 The balance of the Purchase Price shall be paid to Seller on the Closing Date, in accordance with Section 2.1 above, subject to the apportionments, adjustments and credits referenced therein, simultaneously with the delivery of the Deed by federal funds wire transfer of immediately available funds to an account at such bank or banks as shall be designated by Seller by notice to Purchaser at least one (1) Business Day prior to the Closing Date. 2.3 Purchaser expressly agrees and acknowledges that Purchaser’s obligations to pay the Purchase Price and otherwise consummate the transactions contemplated hereby are not in any way conditioned upon Purchaser’s ability to obtain financing of any type or nature whatsoever (i.e., whether by way of debt financing or equity investment, or otherwise). 3.

Closing.

3.1 The closing of the transaction contemplated hereby (the “Closing”) shall occur at 10:00 A.M. Eastern Standard Time on the later to occur of (i) the date which is thirty (30) days immediately following the satisfaction of all of Purchaser’s Conditions Precedent, or (ii) the date which is thirty (30) days immediately following the Due Diligence Expiration Date, or in either (i) or (ii) above, the following Business Day, if either such date shall not be a Business Day (such date, as may be extended by Purchaser pursuant to Section 3.2 or Seller pursuant to Section 4.3.1, the “Closing Date”), in an escrow closing at the offices of the Escrow Agent, Chicago Title Insurance Company, 200 Galleria Parkway, SE, Suite 2060, Atlanta, Georgia 30339 (or at Purchaser’s request, with notice to Seller’s attorneys at least five (5) days prior to the Closing Date, at the offices of Purchaser’s lender or such lender’s attorneys, provided such offices are located in Atlanta). Purchaser acknowledges and agrees that TIME SHALL BE OF THE ESSENCE with respect to the performance by Purchaser of its obligations to purchase the Property, pay the Purchase Price and otherwise consummate the transactions contemplated hereby on the Closing Date. 3.2 Purchaser shall be entitled to extend the Closing Date twice, in each instance for a period of thirty (30) days, and in each instance, by delivering to Seller on or prior to 5:00 P.M. Eastern Standard Time on a date that is two (2) Business Days prior to the then current Closing Date, (i) a notice of adjournment setting forth the adjourned Closing Date in accordance with this Section 3.2 (the “Extension Notice”), and (ii) a payment of FIFTY THOUSAND and 00/100 Dollars ($50,000.00) by Purchaser to Escrow Agent, in accordance with wire transfer instructions provided by the Escrow Agent (individually or collectively as the context may require, the “Extension Earnest Money”), which Extension Earnest Money shall be deemed part of the Earnest Money hereunder and which shall be disbursed in accordance with the terms and conditions hereof. 3.3 Seller shall be entitled to extend the Closing Date in accordance with Section 4.3.1 hereof.

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3.4 Notwithstanding anything to the contrary in this Agreement, if Purchaser’s Conditions Precedent have not been satisfied (or waived) as of March 1, 2017 (the “RFP Date”), then Seller has the right to initiate another solicitation (or request for proposal) for the sale of the Property to any third party, which will be subject to Purchaser’s rights under this Agreement until termination of the same (the “RFP Right”); provided that (i) the occurrence of the RFP Date and/or the exercise of the RFP Right shall not, in and of itself, give Seller the right to terminate this Agreement, and (ii) Seller acknowledges that Section 19.8 hereof prohibits the exercise of the RFP Right prior to the RFP Date. Furthermore, if Purchaser’s Conditions Precedent or Seller’s Conditions Precedent have not been satisfied (or waived) as of June 30, 2017 (the “Longstop Date”), then either Seller (if any of Seller’s Conditions Precedent remain unsatisfied) or Purchaser (if any of Purchaser’s Conditions Precedent remain unsatisfied) may terminate this Agreement upon written notice to the other party, at which point, the Earnest Money shall be returned to Purchaser, and this Agreement shall be terminated and shall be void and of no further effect, and neither party shall have any obligations of any nature to the other hereunder or by reason hereof except for the provisions hereof that expressly survive termination of this Agreement. 4.

Exceptions to Title; Title Matters.

4.1 Without waiving or limiting Purchaser’s rights under Section 1.2.5 or any of Purchaser’s Conditions Precedent, the Property shall be sold and conveyed at Closing subject only to the following matters (collectively, the “Permitted Exceptions”): 4.1.1 All presently existing and future liens for unpaid real estate taxes and water and sewer charges not due and payable as of the Closing Date, subject to adjustment as hereinafter provided; 4.1.2 All zoning, building, environmental and other laws, ordinances, codes, restrictions and regulations of all governmental authorities having jurisdiction with respect to the Property, including, without limitation, landmark designations and all zoning variances and special exceptions, if any (collectively, “Laws and Regulations”); 4.1.3 Any state of facts which are shown on the survey (the “Survey”) of the Property obtained by Purchaser (collectively, “Facts”); 4.1.4 All violations of building, fire, sanitary, environmental, housing and similar Laws and Regulations whether or not noted or issued at the date hereof or at the Closing Date (collectively, “Violations”); and 4.1.5 Any and all matters listed in the Title Commitment or Survey, which Seller (i) has not affirmatively agreed in writing to cure or remove prior to Closing, or (ii) is not obligated pursuant to the terms of this Agreement to cure or remove prior to Closing. 4.2 Title Matters. Purchaser has received from Chicago Title Insurance Company (the “Title Company”), an owner’s title insurance commitment (the “Title Commitment”) and has delivered a copy of the Title Commitment to Seller. Further, Purchaser has delivered the Survey to Seller’s attorney prior to the date hereof. No later than 5:00 p.m. Eastern Standard Time on August 15, 2016 (the “Title Report Objection Date”), Purchaser may 12

furnish to Seller a writing (the “Title Report Objection Notice”) specifying any objections to title to the Property set forth in the Title Commitment or Survey. Regardless of whether Purchaser delivers a Title Report Objection Notice, Seller shall not be required to take or bring any action or proceeding or any other steps to remove any defect in or objection to title, except as provided in Section 4.3.3 below with respect to Monetary Encumbrances. Purchaser’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Standard Time on the Title Report Objection Date shall constitute Purchaser’s irrevocable acceptance of the Title Commitment and Survey and Purchaser shall be deemed to have unconditionally waived any right to object to any matters set forth therein and all such matters shall be deemed Permitted Exceptions. Notwithstanding the foregoing, if following the expiration of the Due Diligence Period, any (i) agreements or other documents are filed of record (or any agreements or other documents are discovered which, if disclosed to the Title Company would constitute additional exceptions on the Title Commitment), or (ii) liens are created or become effective, and any such agreements, other documents or liens (x) are not Monetary Encumbrances, and (y) materially and adversely affect the ownership or operation of the Property, and (z) have not arisen as a result of the acts or omissions of Purchaser or any of Purchaser’s Representatives or agents, Purchaser may give Seller written notice of such additional objections (“New Objections”) on or before the Closing Date within five (5) business days of its obtaining knowledge of the New Objections. If by the Closing Date Seller has not cured all such New Objections (which, excluding Monetary Encumbrances, Seller has no obligation to do), Purchaser may (as its sole and exclusive remedy absent Seller default) terminate this Agreement by delivering written notice thereof to Seller on the Closing Date, in which event the Earnest Money shall be returned to Purchaser, failing which, such additional matters shall be deemed to be Permitted Exceptions. For the avoidance of doubt, nothing in this paragraph pertaining to New Objections and Seller’s cure of the same shall modify or alter Seller’s obligations hereunder with respect to the cure of Monetary Encumbrances. In the event of a termination of this Agreement by Purchaser under this Section 4.2, neither party shall have any further obligations hereunder other than the obligations which expressly survive termination hereof. 4.3

Seller Cure; Closing Extension Rights.

4.3.1 If, on the Closing Date, any of Purchaser’s Conditions Precedent have not been satisfied for any reason other than Seller default or breach (which for the purposes of this Section 4.3.1 only, shall exclude the failure by Purchaser to obtain title to the Non-Seller Property) of Seller’s representations or warranties herein, and Purchaser elects not to waive the same and proceed to Closing, Seller shall be entitled, upon written notice delivered to Purchaser on or prior to then current Closing Date, to one extension of the Closing for a period not to exceed sixty (60) days (provided that if such extension delays Closing after December 31, 2016, then Seller shall be responsible for all SMR Costs pursuant to Section 15.2.4(a) during any such extension period) to enable Seller to convey such title to the Property. If Seller does not so elect to extend the Closing, or if at the extended date any of Purchaser’s Conditions Precedent remain unsatisfied for any reason other than Seller default or breach of Seller’s representations or warranties herein, Purchaser shall be entitled, to either: (A) terminate this Agreement by written notice to Seller and Escrow Agent delivered on or promptly after the date scheduled for the Closing, in which event Purchaser shall be entitled to a return of the Earnest Money, and this Agreement shall thereupon be deemed terminated and of no further effect, and neither party hereto shall have any obligations to the other hereunder or by reason hereof, except for the 13

provisions hereof that expressly survive termination of this Agreement; or (B) waive any unsatisfied Purchaser’s Conditions Precedent and complete the purchase (with no reduction in the Purchase Price) with such title as Seller is able to convey on the date, as applicable, that is either ten (10) Business Days after the Closing Date if Seller does not elect to adjourn the Closing or five (5) Business Days after the adjourned date of the Closing if Seller does elect to adjourn the Closing. If Seller elects to extend the Closing as provided above, this Agreement shall remain in effect for the period of extension, in accordance with its terms. Purchaser shall make its election between clauses (A) and (B) of the second sentence of this Section 4.3.1 by written notice to Seller given not later than the fifth (5th) Business Day after notice by Seller to Purchaser of the inability of Seller to satisfy Purchaser’s Conditions Precedent or for any reason other than Seller default or breach of Seller’s representations or warranties herein). If Purchaser shall fail to give such notice as aforesaid, Purchaser shall be deemed to have elected clause (A) above. 4.3.2 All service, maintenance, management, commission and other contracts in connection with the Property executed by Seller as set forth on Exhibit D hereto and all renewals, replacements, extensions of same or additional service contracts that may hereafter be entered into in the ordinary course of business provided same are on commercially reasonable terms and are terminable by Seller or Purchaser upon 30 days’ notice without penalty or premium (collectively, “Service Contracts”). Seller agrees that it shall terminate any terminable Service Contracts as of the Closing Date if requested to do so in writing by Buyer in advance and within the time periods prescribed by any such Service Contract, provided same is done at no cost to Seller (with Purchaser being responsible for any early termination fees, costs, penalties and/or premiums) and with the ordinary fees and costs under such Service Contracts being apportioned by Seller and Purchaser as of Closing, with Seller being responsible for all ordinary fees and costs attributable to the period prior to Closing and Purchaser bring responsible for all ordinary fees and costs attributable to periods from and after Closing as well as all early termination fees, costs, penalties and/or premiums. 4.3.3 Notwithstanding anything to the contrary contained in this Agreement, Seller shall (regardless of whether Purchaser objects to such items), on or prior to the Closing, pay, discharge or remove of record or cause to be paid, discharged or removed of record at Seller’s sole cost and expense all of the following items (collectively, “Monetary Encumbrances”): (a) mortgages (as used herein “mortgage” includes any mortgage, deed of trust, deed to secure debt and similar security instrument securing an indebtedness of Seller and encumbering the Land or any portion thereof); (b) liens or other encumbrances which Seller has knowingly or intentionally placed or allowed to be placed on the Property; and (c) other liens encumbering the Property (other than open real estate taxes, water and sewer charges that are subject to adjustment in accordance with Section 6 hereof) which (i) are in liquidated amounts and which may be satisfied solely by the payment of money (including the preparation or filing of appropriate satisfaction instruments in connection therewith) and (ii) with respect to liens in subsection 4.3.3(c) only, do not exceed (individually or in the aggregate) the Standard Liability Cap. 4.4 Notwithstanding anything in Section 4.3 or Section 10.2 to the contrary, Purchaser may at any time accept such title as Seller can convey, without reduction of the Purchase Price or any credit or allowance on account thereof or any claim against Seller. The 14

acceptance of the Deed by Purchaser shall be deemed to be full performance of, and discharge of, every agreement and obligation on Seller’s part to be performed under this Agreement, except for such matters which are expressly stated to survive the Closing hereunder. 4.5 The amount of any unpaid taxes, assessments and water and sewer charges which Seller is obligated to pay and discharge may, at the option of Seller, be paid by Purchaser out of the balance of the Purchase Price, if bills therefor with any interest and penalties thereon figured to said date are furnished to or obtained by the Title Company at the Closing and the Title Company removes any exception related thereto from Purchaser’s Title Policy. 4.6 Notwithstanding anything to the contrary contained in this Agreement, the fact that the Property does not have a certificate or certificates of occupancy (or, if there be such certificate or certificates, that there exist any variances between such certificate or certificates and the actual state or use of the Property) shall not be deemed an objection to title nor shall any such condition qualify as a New Objection. 5.

As Is; Release.

5.1 PURCHASER ACKNOWLEDGES AND AGREES THAT PURCHASER IS EXPERIENCED IN THE OWNERSHIP, DEVELOPMENT/REDEVELOPMENT AND OPERATION OF REAL ESTATE PROJECTS AND THAT PURCHASER IS QUALIFIED TO INSPECT AND EVALUATE THE PROPERTY. PURCHASER ACKNOWLEDGES THAT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER HEREIN OR IN THE DOCUMENTS EXECUTED AND DELIVERED BY SELLER AT CLOSING (PROVIDED IT IS UNDERSTOOD THAT “DOCUMENTS EXECUTED AND DELIVERED BY SELLER AT CLOSING” SHALL NOT INCLUDE ANY DOCUMENTS OR AFFIDAVITS DELIVERED FOR THE BENEFIT OF THE TITLE COMPANY OR ESCROW AGENT, E.G., WITHOUT LIMITATION, SELLER’S AFFIDAVIT), PURCHASER IS FULLY RELYING ON PURCHASER’S (OR PURCHASER’S REPRESENTATIVES) INSPECTIONS OF THE PROPERTY AND NOT UPON THE INSPECTION MATERIALS NOR UPON ANY STATEMENTS (ORAL OR WRITTEN) WHICH MAY HAVE BEEN MADE OR MAY BE MADE BY SELLER OR ANY OF ITS REPRESENTATIVES. PURCHASER ACKNOWLEDGES THAT PURCHASER HAS (OR PURCHASER’S REPRESENTATIVES HAVE), OR PRIOR TO THE CLOSING DATE WILL HAVE, THOROUGHLY INSPECTED AND EXAMINED THE PROPERTY TO THE EXTENT DEEMED NECESSARY BY PURCHASER IN ORDER TO ENABLE PURCHASER TO EVALUATE THE PHYSICAL, LEGAL AND FINANCIAL CONDITION OF THE PROPERTY AND ALL OTHER ASPECTS OF THE PROPERTY (INCLUDING, BUT NOT LIMITED TO, TITLE TO THE PROPERTY, THE ENVIRONMENTAL CONDITION OF THE PROPERTY, AND ITS COMPLIANCE OR NON-COMPLIANCE WITH ALL LEGAL REQUIREMENTS, INCLUDING, BUT NOT LIMITED TO, ALL ZONING ORDINANCES, BUILDING CODES AND SET-BACK REQUIREMENTS, AND COMPLIANCE OR NON-COMPLIANCE OF THE PROPERTY WITH ALL RESTRICTIVE COVENANTS, EASEMENTS, AND OTHER PRIVATE AGREEMENTS), AND PURCHASER ACKNOWLEDGES THAT, EXCEPT FOR SELLER’S EXPRESS REPRESENTATIONS AND WARRANTIES HEREIN OR IN THE DOCUMENTS EXECUTED AND DELIVERED BY SELLER AT CLOSING, PURCHASER IS RELYING 15

SOLELY UPON ITS OWN (OR PURCHASER’S REPRESENTATIVES) INSPECTION, EXAMINATION AND EVALUATION OF THE PROPERTY. AS A MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT AND THE PURCHASE, PURCHASER HEREBY AGREES TO ACCEPT THE PROPERTY ON THE CLOSING DATE IN ITS “AS IS,” “WHERE IS” CONDITION, WITH ALL FAULTS, AND WITHOUT REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, EXCEPT ONLY SELLER’S EXPRESS REPRESENTATIONS AND WARRANTIES HEREIN OR IN THE DOCUMENTS EXECUTED AND DELIVERED BY SELLER AT CLOSING. WITHOUT IN ANY WAY LIMITING THE GENERALITY OF THE FOREGOING, IN CONNECTION WITH THE SALE OF THE PROPERTY TO PURCHASER, EXCEPT FOR SELLER’S EXPRESS REPRESENTATIONS AND WARRANTIES HEREIN OR IN THE DOCUMENTS EXECUTED AND DELIVERED BY SELLER AT CLOSING AND THE APPROVALS, COMMITMENTS AND TERMS OF THE FINAL PROJECT APPROVALS, THE SALE OF THE PROPERTY AND THE DELIVERY OF THE INSPECTION MATERIALS IS WITHOUT ANY WARRANTY, AND SELLER, THE CITY AND COUNTY AND THEIR RESPECTIVE OFFICERS, OFFICIALS, GOVERNING BODY, AGENTS, EMPLOYEES, ATTORNEYS, CONTRACTORS, AFFILIATES, AND REPRESENTATIVES (COLLECTIVELY, “SELLER RELATED PARTIES”) HAVE MADE NO, AND EXPRESSLY SPECIFICALLY DISCLAIM, AND PURCHASER ACCEPTS THAT SELLER AND SELLER RELATED PARTIES HAVE DISCLAIMED, ANY AND ALL REPRESENTATIONS, GUARANTIES OR WARRANTIES, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, OF OR RELATING TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO: (1) THE USE, INCOME POTENTIAL, EXPENSES, OPERATION, CHARACTERISTICS OR CONDITION OF THE PROPERTY OR ANY PORTION THEREOF, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF SUITABILITY, HABITABILITY, MERCHANTABILITY, DESIGN OR FITNESS FOR ANY SPECIFIC PURPOSE OR A PARTICULAR PURPOSE, OR GOOD AND WORKMANLIKE CONSTRUCTION; (2) THE NATURE, MANNER, CONSTRUCTION, CONDITION, STATE OF REPAIR OR LACK OF REPAIR OF ANY IMPROVEMENTS LOCATED ON THE PROPERTY, ON THE SURFACE OR SUBSURFACE THEREOF, WHETHER OR NOT OBVIOUS, VISIBLE OR APPARENT; (3) THE NATURE OR QUALITY OF CONSTRUCTION, STRUCTURAL DESIGN OR ENGINEERING OF THE PROPERTY; (4) THE ENVIRONMENTAL CONDITION OF THE PROPERTY AND THE PRESENCE OR ABSENCE OF OR CONTAMINATION BY HAZARDOUS SUBSTANCES, REGULATED SUBSTANCES, HAZARDOUS WASTES, OR HAZARDOUS CONSTITUENTS, OR THE COMPLIANCE OF THE PROPERTY WITH ALL FEDERAL, STATE AND LOCAL LAWS, STATUTES, ORDINANCES AND REGULATIONS, NOW OR HEREAFTER IN EFFECT, IN EACH CASE AS AMENDED OR SUPPLEMENTED FROM TIME TO TIME, INCLUDING, WITHOUT LIMITATION, ALL APPLICABLE JUDICIAL OR ADMINISTRATIVE ORDERS, APPLICABLE CONSENT DECREES AND BINDING JUDGMENTS RELATING TO THE REGULATION AND PROTECTION OF HUMAN HEALTH, SAFETY, THE ENVIRONMENT AND NATURAL RESOURCES (INCLUDING, WITHOUT LIMITATION, AMBIENT AIR, SURFACE, WATER, GROUNDWATER, WETLANDS, LAND SURFACE OR SUBSURFACE STRATA, WILDLIFE, AQUATIC SPECIES AND VEGETATION), INCLUDING, WITHOUT LIMITATION, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, 16

COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED (42 U.S.C. §§ 9601 ET SEQ.), THE HAZARDOUS MATERIAL TRANSPORTATION ACT, AS AMENDED (49 U.S.C. §§ 1801 ET SEQ.), THE FEDERAL INSECTICIDE, FUNGICIDE, AND RODENTICIDE ACT, AS AMENDED (7 U.S.C. §§ 136 ET SEQ.), THE RESOURCE CONSERVATION AND RECOVERY ACT, AS AMENDED (42 U.S.C. §§ 6901 ET SEQ.), THE TOXIC SUBSTANCES CONTROL ACT, AS AMENDED (15 U.S.C. §§ 2601 ET SEQ.), THE CLEAN AIR ACT, AS AMENDED (42 U.S.C. §§ 7401 ET SEQ.), THE FEDERAL WATER POLLUTION CONTROL ACT, AS AMENDED (33 U.S.C. §§ 1251 ET SEQ.), THE SAFE DRINKING WATER ACT, AS AMENDED (42 U.S.C. §§ 300F ET SEQ.), THE GEORGIA HAZARDOUS SITE RESPONSE ACT (O.C.G.A. § 12-8-90 ET SEQ.), THE GEORGIA HAZARDOUS WASTE MANAGEMENT ACT (O.C.G.A. § 12-8-60 ET SEQ.), THE GEORGIA COMPREHENSIVE SOLID WASTE MANAGEMENT ACT (O.C.G.A. § 128-20 ET SEQ.), THE GEORGIA WATER QUALITY CONTROL ACT (O.C.G.A. § 12-5-20 ET SEQ.), THE EROSION AND SEDIMENTAL ACT OF 1975 (O.C.G.A. § 12-7-1 ET SEQ.), AND ANY OTHER STATE OR LOCAL COUNTERPART OR EQUIVALENT OF ANY OF THE FOREGOING, AND ANY FEDERAL, STATE OR LOCAL TRANSFER OF OWNERSHIP NOTIFICATION OR APPROVAL STATUTES AND INCLUDING ANY AND ALL REGULATIONS, RULES OR POLICIES PROMULGATED THEREUNDER (“ENVIRONMENTAL LAWS”); (5) THE QUALITY OF THE LABOR AND MATERIALS INCLUDED IN THE PROPERTY; (6) THE SOIL CONDITIONS, DRAINAGE, FLOODING CHARACTERISTICS, UTILITIES OR OTHER CONDITIONS EXISTING IN, ON, OR UNDER THE PROPERTY; AND (7) THE COMPLIANCE OR NON-COMPLIANCE OF THE PROPERTY WITH ANY LEGAL REQUIREMENTS. PURCHASER HEREBY EXPRESSLY AGREES THAT NEITHER SELLER NOR ANY SELLER RELATED PARTIES SHALL BE LIABLE TO PURCHASER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THE PROPERTY OR THE OWNERSHIP, USE, CONDITION, LOCATION, MAINTENANCE, REPAIR OR OPERATION THEREOF, EXCEPT TO THE EXTENT RESULTING FROM (A) A BREACH OF SELLER’S EXPRESS REPRESENTATIONS, WARRANTIES OR COVENANTS HEREIN OR IN THE DOCUMENTS DELIVERED AND EXECUTED AT CLOSING, OR (B) A THIRD-PARTY CLAIM. 5.2 Except with respect to breaches of Seller’s representations, warranties and or covenants herein or in the documents executed and delivered by Seller at Closing, Purchaser and anyone claiming by through or under Purchaser hereby waives its right to recover from and fully and irrevocably releases Seller and the Seller Related Parties and each of the their respective employees, officers, officials, directors, managers, representatives, real estate brokers, agents, servants, attorneys, affiliates, parents, subsidiaries, successors and assigns, (collectively, the “Released Parties”) from any and all claims that Purchaser or any such other releasing party may now have or hereafter acquires, direct or indirect, and whether contingent, conditional, or otherwise, against any of the Released Parties and each of them, arising from or relating to the condition (including any construction defects, errors, omissions or other conditions, latent or otherwise and the presence in the soil, air, structures and surface and subsurface waters or materials or substances that have been or may in the future be determined to be hazardous substances or otherwise toxic, hazardous, undesirable or subject to regulation and that may need to be specially treated, handled or removed from the Property under Environmental Laws, valuation, salability or utility of the Property, or its suitability for any purpose whatsoever as of 17

the Closing Date (the “Released Matters”). This release includes claims of which Purchaser is now unaware, or which Purchaser does not suspect to exist, which, if known by Purchaser, would materially affect Purchaser’s release of any of the Released Parties. In this connection and to the extent permitted by law, Purchaser hereby agrees, represents and warrants that Purchaser realizes and acknowledges that factual matters now unknown to Purchaser may have given or may hereafter give rise to claims that are presently unknown, unanticipated and unsuspected, and Purchaser further agrees, represents and warrants that the waivers and releases herein have been negotiated and agreed upon in light of that realization and that Purchaser nevertheless hereby intends to release, discharge, and exculpate Seller, and the other Released Parties from any such unknown claims. Each person benefitting from the provisions of this Section 5.2 (including all Released Parties) are, and are intended to be, third party beneficiaries of this Section 5.2. Notwithstanding the foregoing, Purchaser shall not be prohibited from joining Seller in any third party claim against Purchaser regarding Released Matters pertaining to the environmental condition of the Property arising and accruing to the period prior to the Closing (a “Third-Party Claim”); provided, however, that in no event shall any rights recognized in this sentence entitle Purchaser to any recovery or relief from Seller (i) in excess of the Standard Liability Cap, (ii) greater than or exceeding the recovery or relief obtained against Purchaser by virtue of the Third-Party Claim; or (iii) for any claim, demand, or suit against Purchaser that the court adjudicating the Third-Party Claim determines is precluded by O.C.G.A. § 12-8-207; or (iv) for any claim, demand, or suit against Purchaser, if and to the extent that the court adjudicating the Third-Party Claim determines has arisen from any act or omission of Purchaser or its affiliates or related parties or from any act or omission of any agents, employees, contractors, or subcontractors of Purchaser or its affiliates or related parties. 5.3 The provisions of this Section 5 shall survive the Closing or the earlier termination of this Agreement and shall not be deemed to have merged into any of the documents executed or delivered at the Closing. 6.

Apportionments.

6.1 At the Closing, the following items shall be apportioned between the parties as of 11:59 PM on the day preceding the Closing Date. Any errors in the apportionments pursuant to this Section 6 shall be corrected by appropriate re-adjustment between Seller and Purchaser after the Closing, provided that notice of any such error, with supporting calculations, shall be given by Purchaser to Seller or by Seller to Purchaser, as the case may be, no later than ninety (90) days after the Closing, if ascertainable within such period, it being understood and agreed that if any such items or errors are not ascertainable at the Closing or within ninety (90) days thereafter, the apportionment shall be made subsequent to the Closing when the charge or error is determined. The items to be apportioned are: 6.1.1 Real estate taxes, business improvement district charges, unmetered water and sewer charges and vault charges, if any, and any and all other municipal or governmental assessments of any and every nature levied or imposed upon the Property in respect of the current fiscal year of the applicable taxing authority in which the Closing Date occurs (the “Current Tax Year”), on a per diem basis based upon the number of days in the Current Tax Year on and after the Closing Date (which shall be allocated to Purchaser). If the Closing shall occur before the tax rate for the Current Tax Year is fixed, the apportionment of 18

real estate taxes shall be upon the basis of the tax rate for the next preceding fiscal period applied to the latest assessed valuation. Promptly after the new tax rate is fixed for the fiscal period in which the Closing takes place, the apportionment of real estate taxes shall be recomputed. Upon the Closing Date and subject to the adjustment provided above, Purchaser shall be responsible for real estate taxes and assessments levied or imposed upon the Property payable in respect of the Current Tax Year and all periods after the Current Tax Year. In no event shall Seller be charged with or be responsible for any increase in the real estate taxes or assessments levied or imposed upon the Property resulting from the transfer of the Property herein contemplated or from any improvements made or leases entered into at any time or for any reason. If any assessments levied or imposed upon the Property are payable in installments, the installment for the Current Tax Year shall be prorated in the manner set forth above and Purchaser hereby assumes the obligation to pay any such installments due on and after the Closing Date. 6.1.2

Any charges or fees for transferable licenses and permits for the

Property. 6.1.3 It is understood that (i) at or before the Closing, Seller shall close its utility accounts (including without limitation, telephone, steam, electricity and gas) and request the return of deposits, if any, deposited by Seller in connection with all such utility accounts directly from the utilities and (ii) there shall be no apportionment of charges by such utilities nor of any deposits deposited by Seller with the utilities. 6.1.4 Fees and other charges paid or payable under any Service Contracts not terminated at or prior to Closing. 6.1.5 All other items customarily apportioned in connection with sales of property substantially similar to the Property in the State of Georgia. 6.2 If there are water meters on the Property, Seller shall endeavor to furnish readings to a date not more than thirty (30) days prior to the Closing Date, and the unfixed meter charges and the unfixed sewer rents, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings. If Seller fails or is unable to obtain such readings, the Closing shall nevertheless proceed and the parties shall apportion the meter charges and sewer rents on the basis of the last readings and bills received by Seller and the same shall be appropriately readjusted after the Closing on the basis of the next subsequent bills. 6.3 Seller shall not be required or entitled to assign any policies of insurance in respect of the Property to Purchaser, Purchaser shall be responsible for obtaining its own insurance as of the Closing Date, and no adjustment shall be made for any insurance premiums. Subject to the limitations in Section 1.1, Seller shall assign, and cause to be assigned, all right, title and interest in and to the OC Fund. 6.4 The provisions of this Section 6 shall survive the Closing; provided, however, that any re-prorations or re-apportionments shall be made as and when required under Section 6.1 above.

19

7.

Representations and Warranties of the Parties; Certain Covenants.

7.1 Seller Representations. Seller represents to Purchaser, that the following are true and correct as of the date hereof: 7.1.1 Seller is a duly formed and validly existing body corporate and politic of the State of Georgia and the execution and performance of this Agreement has been duly authorized. This Agreement constitutes, and each document and instrument contemplated hereby to be executed and delivered by Seller, when executed and delivered, shall constitute the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its respective terms (subject to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally). 7.1.2 Subject to Seller obtaining ownership of the Non-Seller Property, the execution and delivery of this Agreement and the consummation of the transactions contemplated herein shall not constitute a default by the Seller under any other any material contracts to which the Seller is a party nor does any law, ordinance, statute, rule, regulation, judgment, order, writ, injunction, or decree to which Seller is subject prohibit or require Seller to obtain any consent, authorization or approval from any third party in connection therewith. 7.1.3

Intentionally Deleted.

7.1.4 Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code 1986, as amended, or any regulations promulgated thereunder (collectively, the “Code”). 7.1.5 The Braves Agreement is the only lease or occupancy agreement affecting the Property and no person or entity has any possessory rights in the Property other than by and through the Braves Agreement. 7.1.6

Seller has no employees solely working at and in respect of the

Property. 7.1.7 Seller has not initiated any condemnation or eminent domain proceeding with respect to the Property nor has Seller received written notice of any pending or threatened condemnation or eminent domain proceedings that would affect the Property. 7.1.8 Seller is not, and will not become, a person or entity with whom United States persons or entities are restricted or prohibited from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s specially designated and blocked persons list) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and will not engage in any dealings or transactions or be otherwise associated with such persons or entities. 7.1.9 To Seller’s Knowledge, except as set forth on Exhibit E hereto, there is no litigation, nor are there any threatened claims, actions, suits, demands, judgments, 20

decrees, orders, bankruptcies or proceedings against Seller related to the Property, which affect the Property or Seller’s ability to consummate the Closing or the obligations or the transactions contemplated by this Agreement. 7.1.10 Except for the Braves Agreement and any agreements or instruments in connection with Seller’s acquisition of the Non-Seller Property, there are no other options, contracts or agreements currently existing for the sale, lease or transfer of all or any portion of the Property (excluding the Excluded Property). 7.1.11 To Seller’s Knowledge, Seller has not received written notice from any governmental authority of any material violation of any federal, state, county or municipal laws, ordinances, orders, regulations and requirements affecting the Property or any portion thereof which violation remains unresolved. 7.1.12 To Seller’s Knowledge, the Service Contracts listed on Exhibit D hereof are all of the Service Contracts executed by Seller which are currently in effect with respect to the Property. As used herein, “Seller’s Knowledge” shall mean only the current actual knowledge of the following designees of Seller: Keisha Lance Bottoms, William K. Whitner, and Jim Hughes, without any independent investigation. Anything herein to the contrary notwithstanding, such designees shall not have any personal liability or obligation whatsoever with respect to any of the matters set forth in this Agreement or any of Seller's representations herein being or becoming untrue, inaccurate or incomplete in any respect. 7.2 Purchaser Representations. following are true and correct on the date hereof:

Purchaser represents to Seller that the

7.2.1 Purchaser is a limited liability company, duly formed and in good standing under the laws of the State of Georgia and has the requisite power and authority to enter into and to perform the terms of this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action of Purchaser. This Agreement constitutes, and each document and instrument contemplated hereby to be executed and delivered by Purchaser, when executed and delivered, shall constitute the legal, valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its respective terms (subject to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditor’s rights generally). 7.2.2 Neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby is prohibited by, or requires Purchaser to obtain any consent, authorization, approval or registration under any law, statute, rule, regulation, judgment, order, writ, injunction or decree which is binding upon Purchaser. 7.2.3 There are no judgments, orders, or decrees of any kind against Purchaser unpaid or unsatisfied of record, nor any actions, suits or other legal or administrative proceedings pending or, to the best of Purchaser’s actual knowledge, threatened against Purchaser, which would have any material adverse effect on the business or assets or the 21

condition, financial or otherwise, of Purchaser or the ability of Purchaser to consummate the transactions contemplated by this Agreement. 7.2.4 Purchaser is not, and will not become, a person or entity with whom United States persons or entities are restricted or prohibited from doing business under regulations of OFAC of the Department of the Treasury (including those named on OFAC’s specially designated and blocked persons list) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and will not engage in any dealings or transactions or be otherwise associated with such persons or entities. 7.2.5 Purchaser has been informed and fully understands that it is the policy of the City and Seller to actively promote: (a) full and equal business opportunity for small, disadvantaged, minority, and female business enterprises through the City’s SBE and EBO programs; (b) equal employment opportunities for disadvantaged, minority and female workers and prohibit discrimination based upon race, religion, color, sex, National origin, marital status, physical handicap upon or sexual orientation through the City’s Equal Employment Opportunity (EEO) Program; and (c) the First Source Jobs Program, which was created to provide employment opportunities to unemployed residents of the City. 7.3 EBO Plan. Carter shall develop and implement a binding equal business opportunity plan (“EBO Plan”), consistent with the representations contained in 7.2.5 above for enlisting and monitoring participation of minority and female business enterprises (“M/FBE”) related to the design and construction of the initial vertical improvements (for the avoidance of doubt excluding any design and construction done by Public Entities) on the Property, which shall apply to all individuals and entities that are not government agencies, entities or instrumentalities or affiliates thereof (collectively, “Non-Public Entities”) owning, holding or ground leasing any portion of the Property (collectively, the “EBO Entities”). The objective of the EBO Plan is to achieve a minimum goal of at least 28% participation by M/FBE’s (measured as a percentage of the value of the applicable contracts) in connection with the design and construction of all initial vertical improvements on the Property (the “Goal”). 7.3.1 The EBO Plan shall be developed by Carter during the Due Diligence Period, shall (i) be delivered to Seller at or before Closing, (ii) be a binding obligation upon Carter and the EBO Entities which survives the Closing, and (iii) shall: (a) identify the “applicable contracts” against which the Goal is to be measured; (b)

identify steps to identify and enter into contracts with M/FBEs; 22

(c) identify the certification process to include any State of Georgia county, municipal or governmental authority database; provided that qualified M/FBEs be certified to participate in the City’s EBO Program as an African American Business Enterprise (“AABE”), a Female Business Enterprise (“FBE”), a Hispanic American Business Enterprise (“HABE”, or an Asian (Pacific Islander) American Business Enterprise (“APABE”) (collectively, a “Georgia Certified Contractor or Vendor”); (d) identify pre-solicitation efforts to identify Georgia Certified Contractors and Vendors with databases and outreach programs including “meet and greet” sessions led by the general contractor and lead architect; (e) require the general contractor and lead architect of the EBO Entities to be contractually responsible for monitoring and accurately collecting M/FBE utilization data; (f) provide that all EBO Entities shall, in their reasonable discretion, determine whether any subcontractor has (a) failed to make a good faith effort to meet the Goal or (b) intentionally or recklessly reported false information; and if so, the applicable entities’ s contracts with the general contractor and lead architect shall require that any of its subcontractors for which such finding has been made shall be excluded from further participation in the development of the Property; and (g) provide that all EBO Entities shall use best efforts to enlist and monitor participation of small, disadvantaged, minority, female business enterprises in the construction of the initial vertical improvements on the Property and (x) require its lead architect and general contractor to comply with the First Source Jobs Program, and (y) require all entities owning, holding or ground leasing any portion of the Property, to report to Seller quarterly, no later than April 1st, July 1st, October 1 and January 1st, of each year until April 1st 2021, reasonably sufficient information to allow Seller to verify compliance with the foregoing (items (a) through (g) above are referred to herein as the “EBO Plan Elements”). 7.3.2 Seller acknowledges that Purchaser is affiliated with the Board of Regents of the State of Georgia, and that certain government agencies or instrumentalities or their affiliate entities, may own, hold or use some or all of the Property (“Public Entities”), and such Public Entities shall not be bound by the requirements of the EBO Plan, but rather shall comply with the policies and procedures of the Board of Regents (and applicable law) with respect to M/FBE contracting matters. 7.3.3

The provisions of this Section 7.3 shall survive the Closing.

7.4 Waiver. If prior to Closing any of the representations and warranties of Seller are untrue, inaccurate, materially misleading or incorrect (individually or collectively as the context may require, an “Inaccurate Seller Representation”), and prior to Closing Purchaser has Knowledge of such Inaccurate Seller Representation, but notwithstanding 23

Purchaser’s Knowledge of the Inaccurate Seller Representation, Purchaser elects to consummate Closing, then Purchaser shall be deemed to have waived (i) any Seller breach and any Purchaser’s Conditions Precedent, (ii) its right to terminate this Agreement, and (iii) its right to damages or to make a post-Closing claim against Seller, in respect of any such Inaccurate Seller Representation. For purposes hereof, “Purchaser’s Knowledge” or the “Knowledge of Purchaser” (or similar phrases) shall mean only the current actual knowledge of the following designees of Purchaser: Mark Becker, Scott Taylor, Jr. Anything herein to the contrary notwithstanding, such designees of Purchaser shall not have any personal liability or obligation whatsoever with respect to any of the matters set forth in this Agreement or any of Purchaser’s representations herein being or becoming untrue, inaccurate or incomplete in any respect. The provisions of this Section 7.4 shall survive the Closing 7.5 Liability Limitation; Liability Caps. Notwithstanding any provision to the contrary contained in this Agreement or the Closing documents, no claim for a breach of any representation, warranty or covenant of Seller shall be actionable or payable unless (a) the valid claims for all such breaches collectively aggregate more than Twenty Five Thousand Dollars ($25,000), in which event the full amount of such claims shall be actionable, and (b) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller and an action shall have been commenced by Purchaser against Seller within the Survival Period. Without limiting (but rather in addition to) the foregoing, the maximum aggregate liability of Seller, and the maximum aggregate amount which may be awarded to and collected by Purchaser (excluding the return of the Earnest Money by Escrow Agent) in connection with this Agreement and the transactions contemplated hereby (including, without limitation, all Closing documents) with respect to any and all breaches of this Agreement by Seller, including any breach of Seller’s representations and warranties, other than an Intentional Default (in any case, a “Regular Breach”) shall not exceed Two Hundred Fifty Thousand Dollars and No/100 ($250,000.00) (“Standard Liability Cap”). For purposes of this Agreement “Intentional Default” means (i) the sale, conveyance or disposition of the Property (or any material portion thereof) to a third party prior to Closing which prevents Seller from consummating the transactions contemplated hereby on the Closing, (ii) the execution of a binding agreement to sell or convey the Property to a third party prior to Closing, which prevents Seller from consummating the transactions contemplated hereby on the Closing, (iii) the willful and intentional refusal by Seller to convey the Property despite Seller’s Conditions Precedent having been satisfied, or (iv) Seller willfully and intentionally taking direct action to oppose the approval of the Final Project Approvals and the same are rejected or denied. The liability for Seller for an Intentional Default shall be as set forth in Section 10.2 and shall not be limited as set forth in this Section 7.5. The provisions of this Section 7.5 shall survive the Closing 7.6 Survival. Without limiting anything in Section 7.5 hereof, the representations and warranties of Seller set forth in Section 7 shall survive the Closing for a period of one (1) year (the “Survival Period”). Purchaser shall have the right to bring an action against Seller based upon a breach of Seller’s representations or warranties that survive the Closing hereunder so long as Purchaser files such action within the Survival Period. The representations and warranties of Purchaser set forth in Section 7.2 shall survive the Closing or any earlier termination of this Agreement. The provisions of this Section 7.6 shall survive the Closing. 24

8.

Closing Deliveries. 8.1

Seller shall deliver to Purchaser at Closing the following:

(a) A quitclaim deed without any representation, warranty or covenants of any kind, in the form attached hereto as Exhibit F and made a part hereof (the “Deed”), duly executed and acknowledged by Seller; (b) Seller shall execute, acknowledge and deliver to Purchaser an assignment of all Seller’s right, title and interest in and to the Service Contracts set forth on Exhibit D and all other Service Contracts entered into after the date hereof pursuant to this Agreement in the form attached hereto as Exhibit G and made a part hereof (the “Assignment of Service Contracts”). Seller shall deliver Seller’s original counterparts or copies (if Seller does not have originals in its possession), certified to be true, correct and complete, of all such Service Contracts. (c) A bill of sale and general assignment, conveying and transferring to Purchaser all right, title and interest of Seller, if any, in and to all personal property at the Property related to the Property (the “Personal Property”), including, without limitation, the OC Fund rights, all Intangibles, licenses, permits, warranties and guarantees and plans, specifications and development rights held by Seller in connection with the Property, but specifically excluding the Excluded Property, duly executed by Seller; it being expressly understood that no portion of the Purchase Price shall be attributable to such Personal Property; (d) To the extent necessary, an assignment from Seller of any special use permits with respect to the Final Project Approvals; (e) The keys and access codes to any portion of the Property, to the extent in Seller’s possession or control; (f)

A Seller’s affidavit in the form attached hereto as Exhibit C

(the “Seller Affidavit”); (g) A certificate of non-foreign status, duly executed and acknowledged by Seller, in accordance with Section 1445 of the Code; (h) Memorandum of Right of First Refusal (the “ROFR Memo”) with respect to the ROFR Property, in the form attached hereto as Exhibit H, duly executed by Seller; (i) a written recordable instrument captioned Land Use Restriction Agreement, containing the Workforce Housing Requirement and certain ad valorem property tax covenants and EBO reporting covenants (the “LURA”), substantially in the form attached hereto as Exhibit I, duly executed by Seller; (j) To the extent applicable (and to the extent no exemption exists), a PT-61 Real Estate Transfer Tax Form (the “State Transfer Tax Form”), duly executed by Seller; 25

(k) To the extent in the possession of Seller, copies of any building plans, warranties and guaranties with respect to the Property or any part thereof; (l) To the extent in the possession of Seller, all books, records and other documents relating to the Property, including, without limitation, (a) licenses and permits relating to the operation of the Property, (b) certificates, permits and licenses with respect to the Property issued by any governmental authority, (c) current certifications verifying elevator and boiler inspections, and (d) survey, architectural plans, building plans or specifications pertaining to the Property; (m) A completed Form 10998 or other documents required by the Code, duly executed and acknowledged by Seller; and (n) Such other documents and instruments as are reasonably required by the Title Company to consummate the Closing. 8.2

Purchaser shall deliver to Seller at Closing the following: (a)

The balance of the Purchase Price;

(b)

An Assignment of Service Contracts, duly executed by

(c)

The ROFR Memo, duly executed by Purchaser;

(d)

The LURA, duly executed by Purchaser;

(e)

The EBO Plan containing all of the EBO Plan Elements;

(f)

To the extent applicable, the State Transfer Tax Form, duly

Purchaser;

executed by Purchaser; (g) The Utility Easements agreed upon pursuant to Section 32 hereof (which the parties acknowledge shall be recorded promptly after the recordation of the Deed); (h) Such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; and (i) Such other documents and instruments as are reasonably required by the Title Company to consummate the Closing. 8.3 Seller shall use commercially reasonable efforts to prepare, no later than three (3) Business Days’ prior to the Closing, a closing statement (the “Closing Statement”), which shall contain Seller’s best estimate of the amounts of the items requiring adjustment pursuant to this Agreement. The amounts set forth on the Closing Statement shall be subject to the reasonable review and approval of Purchaser and Seller and shall be the basis upon which the 26

prorations and apportionments provided for in this Agreement shall be made at the Closing. The Closing Statement shall be binding and conclusive on all parties hereto (absent manifest error) and at the Closing, the Closing Statement shall be executed and delivered by the parties hereto. Subject to the provisions of Section 6 of this Agreement, any errors in the Closing Statement shall be corrected post-Closing. 9.

Conditions to the Closing.

9.1 Notwithstanding anything to the contrary contained herein, the obligation of Seller to close title in accordance with this Agreement is expressly conditioned upon the fulfillment by and as of the Closing Date of each of the conditions listed below (“Seller’s Conditions Precedent”), provided that Seller, at its election, evidenced by notice delivered to Purchaser at or prior to the Closing, may waive any of such Seller’s Conditions Precedent: 9.1.1 Purchaser shall have executed and delivered to Seller all of the documents, shall have paid all sums of money and shall have taken or caused to be taken all of the other action required of Purchaser in this Agreement; 9.1.2 All representations and warranties made by Purchaser in this Agreement shall be true and correct in all material respects as of the Closing Date; and 9.1.3 As of the Closing Date, there shall be no pending claims, demands, actions, suits, proceedings, bankruptcies, judgments, decrees or orders against Purchaser which materially and adversely affect the ability of Purchaser to consummate the Closing or otherwise perform Purchaser’s obligations hereunder. 9.2 Notwithstanding anything to the contrary contained herein, the obligation of Purchaser to close title and pay the Purchase Price in accordance with this Agreement is expressly conditioned upon the fulfillment by and as of the Closing Date of each of the conditions listed below (“Purchaser’s Conditions Precedent”), provided that Purchaser, at its election, evidenced by notice delivered to Seller at or prior to the Closing, may waive all or any of such Purchaser’s Conditions Precedent: 9.2.1 Seller shall have executed and delivered to Purchaser all of the documents required to be delivered by Seller at the Closing and shall have taken all other action required of Seller at the Closing; 9.2.2 Subject to Section 7.5 hereof, all representations and warranties made by Seller in this Agreement shall be true and correct in all material respects as of the Closing Date; 9.2.3

Final Project Approvals have been obtained;

9.2.4 The Braves Agreement has terminated and the Operator is no longer occupying the Property (provided that the failure of the Operator to remove any personal property from the Property shall not be deemed to constitute continued occupancy of the Property); 27

9.2.5 The Title Company shall be willing to insure title to the Property pursuant to an ALTA Owner’s Policy of Title Insurance in the amount of the Purchase Price at regular rates and without additional premium (which shall not be deemed to include the cost of any endorsements to title requested by Purchaser), subject only to the Permitted Exceptions and as otherwise provided in this Agreement (the “Title Policy”); and 9.2.6 As of the Closing Date, there shall be no pending claims, demands, actions, suits, proceedings, bankruptcies, judgments, decrees or orders against Seller which materially and adversely affect the ability of Seller to consummate the Closing or otherwise perform Seller’s obligations hereunder. 10.

Limitation on Liability of Parties.

10.1 If Purchaser shall default in the performance of Purchaser’s obligations under this Agreement and the Closing does not occur as a result thereof (a “Purchaser Default”), Seller’s sole and exclusive remedy shall be, and Seller shall be entitled, to retain the Earnest Money as and for full and complete liquidated and agreed damages for Purchaser’s Default in accordance with and under the authority contained in O.C.G.A. §13-6-7, and the parties hereto shall be released from any further liability to each other hereunder, except for those obligations and liabilities that are expressly stated to survive termination of this Agreement. SELLER AND PURCHASER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER UPON A PURCHASER DEFAULT AND THAT THE EARNEST MONEY AND ANY INTEREST EARNED THEREON, AS THE CASE MAY BE, REPRESENTS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER UPON A PURCHASER DEFAULT. SUCH LIQUIDATED AND AGREED DAMAGES ARE NOT INTENDED AS A FORFEITURE OR A PENALTY WITHIN THE MEANING OF APPLICABLE LAW. 10.2 Subject to Sections 4.3.1, 7.5 and 7.6, if Seller shall default in the performance of Seller’s obligations under this Agreement or Seller commits a breach of any of its representations and warranties herein and the Closing does not occur as a result thereof, Purchaser’s sole and exclusive remedy shall be, and Purchaser shall be entitled, to either (a) in the case of a Regular Breach, receive the Earnest Money and Purchaser shall have the right to receive payment from Seller of Purchaser’s actual, documented out-of-pocket costs and expenses incurred in connection with Purchaser’s Due Diligence and the negotiation of this Agreement in an amount not to exceed the Standard Liability Cap, and the parties hereto shall be released from any further liability to each other hereunder, except for those obligations and liabilities that are expressly stated to survive termination of this Agreement, or (b) in the event of an Intentional Default, (i) seek specific performance of Seller’s obligations hereunder, provided that any such action for specific performance must be commenced within thirty (30) days after such default, or (ii) if specific performance is not available as a result of an Intentional Default, receive the Earnest Money and sue for all actual damages, losses, costs or expenses suffered or incurred and pursue any other available equitable remedies as a result of Seller’s Intentional Default. Notwithstanding anything to the contrary set forth in this Agreement, in no event shall Seller or any Seller Related Parties be liable to Purchaser for any special, indirect, consequential, or punitive damages. 28

11.

Fire or Other Casualty; Condemnation.

11.1 If prior to the Closing there shall occur (a) damage to the Property caused by fire or other casualty (including, without limitation, vandalism or theft) which would cost an amount equal to Five Million Dollars ($5,000,000.00) or more to repair or replace, as reasonably determined by an engineer selected by Seller which is reasonably satisfactory to Purchaser or (b) a taking by condemnation of any material portion of the Property, then, and in either such event, Purchaser may elect to terminate this Agreement by notice given to Seller within ten (10) days after Seller has given Purchaser the notice of any such occurrence, or at the Closing, whichever is earlier, in which event Escrow Agent shall return the Earnest Money to Purchaser and upon Purchaser’s receipt of the Earnest Money, this Agreement shall thereupon be null and void and neither party hereto shall thereupon have any further obligation to the other, except for those obligations and liabilities that are expressly stated to survive termination of this Agreement. If Purchaser does not elect to terminate this Agreement, then the Closing shall take place as herein provided, without abatement of the Purchase Price, and Seller shall assign to Purchaser at the Closing, by written instrument in form reasonably satisfactory to Purchaser, all of Seller’s interest in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of any such fire, casualty or condemnation, shall deliver to Purchaser any such proceeds or awards actually theretofore paid, less any amounts (the “Reimbursable Amounts”) (i) actually and reasonably expended or incurred by Seller in adjusting any insurance claim or negotiating and/or obtaining any condemnation award (including, without limitation, reasonable attorneys’ fees and expenses) and/or (ii) theretofore actually and reasonably incurred or expended by or for the account of Seller for the cost of any compliance with laws, protective restoration or emergency repairs made by or on behalf of Seller (to the extent Seller has not theretofore been reimbursed by its insurance carriers for such expenditures), and Seller shall pay to Purchaser the amount of the deductible, if any, under Seller’s property insurance policy(ies), less all Reimbursable Amounts not received by Seller from any insurance proceeds or condemnation awards paid to Seller prior to the Closing. The proceeds of rent interruption insurance, if any, shall on the Closing Date be appropriately apportioned between Purchaser and Seller. 11.2 If, prior to the Closing, there shall occur (a) damage to the Property caused by fire or other casualty (including, without limitation, vandalism or theft) which would cost less than Five Million Dollars ($5,000,000.00) to repair or replace, as reasonably determined by an engineer selected by Seller which is reasonably satisfactory to Purchaser or (b) a taking by condemnation of any part of the Property which is not material, then, and in either such event, Purchaser shall not have the right to terminate this Agreement by reason thereof, but Seller shall assign to Purchaser at the Closing, by written instrument in form and substance reasonably satisfactory to Purchaser, all of Seller’s interest in any insurance proceeds or condemnation awards which may be payable to Seller on account of any such fire, casualty or condemnation, or shall deliver to Purchaser any such proceeds or awards actually theretofore paid, in each case less any Reimbursable Amounts, and Seller shall pay to Purchaser the amount of the deductible, if any, under Seller’s property insurance policy(ies), less all Reimbursable Amounts not received by Seller from any insurance proceeds or condemnation awards paid to Seller prior to the Closing. The proceeds of rent interruption insurance, if any, shall on the Closing Date be appropriately apportioned between Purchaser and Seller. 29

11.3 Nothing contained in this Section 11 shall be construed to impose upon Seller any obligation to repair any damage or destruction caused by fire or other casualty or condemnation. For purposes of this Section 11, a taking of a “material” part of the Property shall mean any taking which leaves remaining a balance of the Property which may not be economically operated (after appropriate restoration) for the purpose for which the Property was operated or intended to be operated prior to such taking. If Purchaser does not elect to terminate this Agreement in accordance with Section 11.1, or upon the occurrence of the events set forth in Section 11.2(a) or Section 11.2(b), Seller shall have the exclusive right to negotiate, compromise or contest the obtaining of any insurance proceeds and/or any condemnation awards. 12.

Brokerage.

12.1 Seller represents and warrants that it has not dealt with any broker, consultant, finder or like agent who might be entitled to a commission or compensation on account of introducing the parties hereto, the negotiation or execution of this Agreement or the closing of the transactions contemplated hereby other than CBRE (“Broker”). Seller represents and warrants that there are no leasing brokerage or commission agreements executed by Seller with any third parties concerning the Property. 12.2 Purchaser represents and warrants that it has not dealt with any broker, consultant, finder or like agent who might be entitled to a commission or compensation on account of introducing the parties hereto, the negotiation or execution of this Agreement or the closing of the transactions contemplated hereby other than Broker. 12.3 Each party agrees to indemnify and hold harmless the other party from and against all claims, losses, liabilities and expenses, including, without limitation, reasonable attorney’s fees and disbursements caused by or arising out of: (a) a breach of the foregoing representation of the indemnifying party; and (b) any damages, losses, costs or expenses incurred by the other party hereto as a result of a claim made by any broker, consultant, finder or like agent claiming to have dealt by or through the indemnifying party. Seller agrees to pay any commission payable to Broker in connection with this transaction pursuant to a separate agreement with Broker. The provisions of this Section 12 shall survive the Closing or the termination of this Agreement. 13.

Closing Costs.

13.1 At the Closing, Seller shall pay all recording fees and any applicable transfer tax imposed by the State of Georgia (the “State Transfer Tax”) payable in connection with the transfer of title to the Property and the recordation of the Deed, if any, which State Transfer Tax shall, at Seller’s election, be allowed for out of the Purchase Price and paid by Purchaser on behalf of Seller. 13.2 Except as otherwise expressly provided to the contrary in this Agreement, Purchaser shall pay all (a) title and inspection charges and survey costs, including the premium on Purchaser’s Title Policy, and (b) all costs and expenses associated with the rezoning of the Property as contemplated in Exhibit J.

30

13.3 At the Closing, Seller shall be entitled, on the closing statement, to include a line item designating 5% of the Purchase Price as an RFP management fee (the “RFP Management Fee”) for Seller’s coordination of the solicitation and RFP, for the development of the Property, and the negotiation of this Agreement and the Closing documents. For the avoidance of doubt, the RFP Management Fee is included as part of (and shall not be in addition to) the Purchase Price. 13.4 Each of the parties hereto shall bear and pay the fees and disbursements of its own counsel, accountants and other advisors in connection with the negotiation and preparation of this Agreement and the Closing. The provisions of this Section 13 shall survive the Closing or the termination of this Agreement. 14.

Notices.

Except as otherwise provided in this Agreement, all notices, demands, requests, consents, approvals or other communications (for the purposes of this Section collectively referred to as “Notices”) required or permitted to be given hereunder or which are given with respect to this Agreement, in order to constitute effective notice to the other party, shall be in writing and shall be deemed to have been given when (a) personally delivered with signed delivery receipt obtained, (b) when transmitted by facsimile machine or electronic mail, if followed by delivery of, pursuant to one of the other means set forth in this Section 14 before the end of the first Business Day thereafter, printed confirmation of the successful transmission to the appropriate facsimile number or electronic mail listed below, (c) upon receipt, when sent by prepaid reputable overnight courier or (d) three (3) days after the date so mailed if sent postage prepaid by registered or certified mail, return receipt requested, in each case addressed as follows: If to Seller, to: City of Atlanta and Fulton County Recreation Authority 755 Hank Aaron Drive SW Atlanta, Georgia 30315 Attn: Keisha Lance Bottoms, Executive Director Facsimile: (404) 523-5638 Email: [email protected] With a copy to: Hunton & Williams LLP Bank of America Plaza, Suite 4100 600 Peachtree Street, NE Atlanta, GA 30308 Attn: Douglass P. Selby, Esq. Facsimile: (404) 888-4190 Email: [email protected] and

31

Hunton & Williams LLP 200 Park Avenue New York, NY 10166 Attn: Carl F. Schwartz, Esq. Facsimile: (212) 309-1830 Email: [email protected] If to Purchaser, to: Panther Holdings, LLC c/o Georgia State University Office of Legal Affairs P.O. Box 3987 Atlanta, Georgia 30302 Attn: Kerry Heyward, Esq. Facsimile: (404) 413-0518 Email: [email protected] With a copy to: C&A Development, LLC 171 17th Street NW, Suite 1200 Atlanta Georgia 30363 Attn: Scott Taylor Facsimile: (404) 888-3287 Email: [email protected] and King & Spalding LLP 1180 Peachtree Street Atlanta, Georgia 30309 Attn: Joshua M. Kamin, Esq. Brent S. Gilfedder, Esq. Email: [email protected] [email protected] Facsimile: (404) 572-5131 and Greenberg Traurig, LLP Terminus 200 3333 Piedmont Road NE, Suite 2500 Atlanta, GA 30305 32

Attn: Christina B. Rogers, Esq. Facsimile: 678-553-2212 Email: [email protected] and Greenberg Traurig, LLP 77 West Wacker Drive Suite 3100 Chicago, IL 60601 Attn: Michael T. Fishman Facsimile: 312-456-8435 Email: [email protected] If to Escrow Agent, to: Chicago Title Insurance Company 5565 Glenridge Connector Suite 300 Atlanta, Georgia 30342 Attn: Angela Yarbrough Facsimile: (678) 213-1665 Email: [email protected] Personal delivery to a party or to any officer, partner, member, agent or employee of such party at the foregoing addresses shall constitute receipt. Rejection or other refusal to accept or inability to deliver because of changed address of which no notice has been received shall also constitute receipt. Notices may be sent by the attorneys for the respective parties and each such notice so served shall have the same force and effect as if sent by such party. Notices shall be valid only if served in the manner provided in this Section 14. 15.

Special Provisions.

15.1 Public Improvements. Seller will provide commercially reasonable support, at Purchaser’s sole cost and expense, to Purchaser’s efforts (which are approved by Seller, such approval not to be unreasonably withheld) in connection with the development of the Property to cause certain applicable governmental and non-governmental entities in the City and the County to enhance the transportation network and infrastructure in and around the Property. Purchaser acknowledges that Seller nor its directors has any direct control over public infrastructure nor transportation infrastructure construction or reconstruction authorization or funding. 15.2

Stadium Transition.

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15.2.1 Following the execution of this Agreement until December 31, 2016, Purchaser and Seller shall use best efforts to coordinate with the Operator regarding the transition of the stadium located on the Property. 15.2.2 C&A Development, LLC (“Carter”) and Seller shall, during the Due Diligence Period, use reasonable efforts to negotiate a transition management agreement (the “Consulting Agreement”), pursuant to which Carter, for a market fee, would provide consulting services supervising and monitoring Operator’s vacation of the Property to ensure compliance with the requirements of the Braves Agreement, for a period beginning on August 1, 2016 (or such other date agreed upon by Seller and Carter) and ending on December 31, 2016 (the “Interim Period”). Seller may, at any time, cease negotiations with respect to such Consulting Agreement, and the failure of the parties to enter into such a Consulting Agreement shall not constitute a default by either party hereunder, nor shall the execution of any such Consulting Agreement be a condition precedent to Closing for any party. 15.2.3 Carter and Seller shall, during the Due Diligence Period, use reasonable efforts to negotiate a maintenance management agreement (the “Maintenance Agreement”), pursuant to which Carter, for a market fee, would manage the maintenance, security and preservation of the Property (with a scope of work to be agreed to by the parties) from and after December 31, 2016 until the earlier to occur of (i) Closing or (ii) June 30, 2017 (“Stadium Maintenance Requirements”). If Carter and Seller do not enter into a Maintenance Agreement during the Due Diligence Period, then Seller shall have the option to contract with a third party to provide the Stadium Maintenance Requirements (a “Third Party Maintenance Agreement”). 15.2.4 The costs and expenses related to the performance of the Stadium Maintenance Requirements (the “SMR Costs”) pursuant to the Maintenance Agreement or Third Party Maintenance Agreement, as applicable, shall be borne as follows: (a) In the event that Closing has not occurred by December 31, 2016 because of (i) Seller default, or (ii) Purchaser’s Conditions Precedent set forth in Sections 9.2.3, 9.2.4., 9.2.5 or 9.2.6, have not been satisfied, then Seller shall pay all SMR Costs; or (b) Subject to Section 4.3.1, in the event that Closing has not occurred by December 31, 2016 for any reason other than the reasons set forth in clause (a) above, then Seller and Purchaser shall each pay, promptly upon receipt of valid invoices, 50% of the SMR Costs, provided, that Purchaser’s liability for SMR Costs pursuant to this clause (b) shall not exceed $375,000.00 in the aggregate. 15.2.5 The provisions of this Section 15 shall survive the Closing or the termination of this Agreement. 16. Assignment. Purchaser shall neither assign its rights nor delegate its obligations hereunder without obtaining Seller’s prior written consent, which consent may be granted or withheld in Seller’s sole discretion. In connection with any assignment consented to hereunder, such assignee shall assume in writing all of the assignor’s obligations under this Agreement in form and substance satisfactory to Seller, provided that Purchaser originally named herein shall 34

not be relieved from its obligations under this Agreement. Any other purported or attempted assignment or delegation without obtaining Seller’s prior written consent or not otherwise permitted hereunder shall be void ab initio and of no effect. Any change in control of Purchaser or of any of the direct or indirect ownership interests in Purchaser, at any direct or indirect or tier of ownership, whether in one transaction or a series of transactions, whereby one or more of Georgia State University Foundation, Inc., to the Board of Regents of the University System of Georgia, or Carter Holding Enterprises, LLC (each a “Permitted Controlling Entity”) does not Control Purchaser, shall constitute an assignment for purposes of this Section 16. Purchaser shall also have the right without prior consent of Seller to designate that certain portions of the Property be transferred directly from Seller to a designee or assignee of Purchaser provided any such designee or assignee must be Controlled by a Permitted Controlling Entity. No consent given by Seller to any transfer or assignment of Purchaser’s rights or obligations hereunder shall be construed as a consent to any other transfer or assignment of Purchaser’s rights or obligations hereunder. Purchaser shall not resell the Property or any part thereof through a “double escrow” or other similar procedure without Seller’s prior written consent, which consent may be granted or withheld in Seller’s sole discretion. “Control,” “Controlled” or “Controlling” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise or to an entity for which a Permitted Controlling Entity is the managing member or general partner, provided such managing member or general partner is responsible for the day to day operation and management of each such transferee. “Person” means any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any governmental authority. 17.

Treatment of Olympic Cauldron and Hank Aaron Site.

17.1 On or before the expiration of the Due Diligence Period, Seller shall be entitled to notify Purchaser that the Olympic Cauldron shall be Excluded Property (the “Cauldron Notice”). Upon delivery of the Cauldron Notice, Seller shall undertake prior to Closing to cause the same to be relocated and moved off the Property at Seller’s cost. If no Cauldron Notice is sent prior to the expiration of the Due Diligence Period then Seller shall convey title to the Olympic Cauldron to Purchaser at Closing. If Seller elects to relocate the Olympic Cauldron then the site upon which the Olympic Cauldron sits shall be left in a clean, paved condition. 17.2 Purchaser acknowledges that the City, Seller and other constituencies are discussing plans with respect to the Hank Aaron Statue, the Ty Cobb Statue and all other statues and busts located on the Land or within the Improvements (collectively, the “Statues”), which shall be identified prior to the expiration of the Due Diligence Period. Purchaser shall, at no cost to Purchaser, reasonably cooperate with Seller in such discussions. Seller shall have the right, by notifying Purchaser in writing (the “Statue Notice”), no later than the expiration of the Due Diligence Period, to exclude any or all of such Statues from the definition of Property hereunder. If Seller timely delivers the Statute Notice electing to exclude any or all of the Statues from the Property, then all such Statues identified in the Statue Notice (the “Excluded Statues”) shall be deemed Excluded Property. If any Excluded Statues are identified, Seller shall, at Seller’s sole cost and expense, cause the Excluded Statues to be relocated and moved off the Land prior to 35

Closing or, within fifteen (15) days after Closing subject to reasonable prior notice to Purchaser. This Section 17 shall survive the Closing. 18. Livable Centers Initiative. During the pendency of this Agreement, Purchaser agrees to cooperate in good faith and work with Seller and the City in developing a plan with the Turner Field Stadium Neighborhoods Livable Centers Initiatives (“LCI”) as it pertains to the Property, including, as necessary sending a representative of Purchaser to each of the officially called public meetings of the LCI. Notwithstanding anything to the contrary, Seller and Purchaser agree that Purchaser shall not be required to execute a LCI plan as a condition to Closing under this Agreement 19.

Continued Operations; Additional Seller Covenants

19.1 Seller acknowledges that as of the Effective Date Seller does not own fee simple title to certain portions of the Property, including without limitation, those parcels set forth on Exhibit L and any material Intangibles associated therewith (the “Non-Seller Property”). On or before Closing, Seller shall use commercially reasonable efforts to acquire fee simple ownership of the Non-Seller Property. Seller shall provide Purchaser with regular updates on Seller’s progress with respect to the acquisition of the Non-Seller Property. If Seller has not acquired title to the Non-Seller Property by Closing, it shall be deemed an Intentional Default and the terms and conditions of Section 10.2 shall be applicable. 19.2 Until the Closing or earlier termination of this Agreement, Seller shall operate and maintain the Property in a manner consistent with the manner in which Seller has operated and maintained the Property prior to the date hereof, consistent with past practices, including, without limitation, (i) the enforcement of the Operator’s material obligations under the Braves Agreement (including, without limitation, the maintenance of the Property by Operator and Operator’s obligations in connection vacating the Property), (ii) not grant or permit (and shall use commercially reasonable efforts to prevent the City from granting or permitting) any new encumbrances upon title to the Property that will survive Closing without the prior written consent of Purchaser (provided nothing in the foregoing sentence shall prevent Seller from obtaining title to the Non-Seller Property) and (iii) maintaining the insurance coverage with respect to the Property held by Seller as of the date hereof. 19.3 Seller shall promptly notify Purchaser of the institution of any litigation, arbitration, administrative hearing before any court or governmental agency concerning or affecting the Property (of which it has knowledge) and of any such proceedings which are to Seller’s Knowledge threatened after the date hereof. Seller shall not institute (and shall use commercially reasonable efforts to cause any City or County governmental authority not to institute) condemnation proceedings related to the Property without the prior written consent of Purchaser. 19.4 Subject to rights of the Operator under the Braves Lease, Seller covenants and agrees that, Seller will not make any structural modifications or additions to the Improvements, unless required in an emergency, without first obtaining the consent of Purchaser, which consent shall not be unreasonably withheld or delayed by Purchaser.

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19.5 Subject to the rights of the Operator under the Braves Lease in and to the Property, Seller will not sell or otherwise transfer all or any portion of the Property (except for the Excluded Property) without the consent of Purchaser, which may be granted or withheld in Purchaser’s sole and absolute discretion, or encumber the Property with indebtedness secured by the Property without the prior written consent of Purchaser. 19.6 Seller covenants and agrees that prior to Closing any and all existing leases or occupancy agreements in respect of the Property shall be terminated. 19.7 Seller shall cooperate in a reasonable manner, at Purchaser’s sole cost and expense, with Purchaser’s efforts to obtain the Final Project Approvals. 19.8 Without prior written approval from Purchaser, except as permitted by Section 28 of this Agreement, Seller shall not (and Seller shall use commercially reasonable efforts to prevent the City or any other governmental entity from): 19.8.1 Except in connection with the transfer of the Non-Seller Property to Seller, sell, assign, rent, lease, convey (absolutely or as security), grant a security interest in, or otherwise encumber or dispose of, the Property (or any interest or estate therein), change or request a change in the zoning classification of the Property or any development restrictions or any land use laws or regulations applicable to the Property, or consent to or acquiesce in any of the foregoing; 19.8.2 Prior to the RFP Date, list the Property with any broker or make or accept any written offers to sell or exchange the Property, with any third party with respect to the sale, exchange or other disposition of the Property, or enter into any letters of intent, contracts or other agreements (whether or not binding) regarding the sale, exchange or other disposition of the Property; 19.8.3 Excluding Service Contracts entered into in accordance with the terms hereof, enter into, amend or renew any contract that will be an obligation affecting the Property subsequent to the Closing without Purchaser’s prior written consent; or 19.8.4 Enter into, amend or renew any lease, license or occupancy agreement of all or any part of the Property that will be an obligation affecting the Property subsequent to the Closing without Purchaser’s prior written consent. 20.

Confidentiality.

Subject to O.C.G.A. 50-18-70 et. seq. (“Georgia Open Records Act”), until the Closing, Purchaser agrees and covenants that all Confidential Information (i) will be kept confidential by Purchaser, and (ii) will not be used other than in connection with Purchaser’s evaluation of the Property; provided that Purchaser may disclose Confidential Information to Purchaser’s Representatives in connection with its evaluation of the Property, so long as Purchaser informs each such Purchaser’s Representative to whom the disclosure is made of the confidential nature of the Confidential Information and of Purchaser’s obligations in that respect under this Agreement and directs such Purchaser’s Representative to whom the disclosure is made to treat the Confidential Information confidentially and not to disclose the Confidential Information to 37

any person other than as authorized by this Agreement. Purchaser shall be responsible for any breach by Purchaser’s Representatives of any of the obligations, covenants and agreements of Purchaser as set forth in this Agreement and shall indemnify Owner and Owner’s Parties for any damage, liability, obligation, claim, suit, cause of action, judgment, settlement, penalty, fine, cost or expense (including, without limitation, reasonable fees and disbursements of attorneys and other professionals and court costs) (collectively, “Costs”) that Seller and any Seller Related Parties incur as a result of the disclosure of the Confidential Information. Notwithstanding the preceding, before Closing Purchaser may disclose any Confidential Information which Purchaser or Purchaser’s Representatives, is/are compelled by law, subpoena or other legal process to disclose. In the event Purchaser receives a request pursuant to the Georgia Open Records Act, Purchaser shall immediately inform Seller who shall then advise Purchaser as to whether Seller will seek to prevent the dissemination of the requested material pursuant to any applicable exemption(s) or whether Seller believes compliance with such request is required under law. If Seller decides to seek protection of the requested material under an applicable exemption, Purchaser agrees to fully cooperate with Seller and to withhold from disclosure any material sought to be protected until ordered by a court of law having jurisdiction or by Seller to do so. “Confidential Information” means all information and materials furnished to Purchaser or any of its affiliates or any Purchaser’s Representatives by Seller, or other person, in any case, acting or purporting to act on behalf of Seller or any of Seller Related Parties and all information concerning the Property obtained or derived by Purchaser or Purchaser’s Representatives, as a result of Purchaser’s investigations of the Property, together with any excerpt from or copy of such information that is prepared by or on behalf of Purchaser or Purchaser’s Representatives, and all written or electronically stored documentation prepared by Purchaser or Purchaser’s Representatives, based upon, reflecting or incorporating, in whole or in part, such information or the evaluation of the Property. Information that is or becomes generally available to the public through no action by Purchaser or Purchaser’s Representatives, shall not be deemed “Confidential Information”. Purchaser will indemnify, protect, defend and hold harmless Seller and all Seller Related Parties, from and against any Costs suffered or sustained as the result of a breach of the confidentiality obligations under this Paragraph 20, all of which obligations shall survive Closing and any termination of this Agreement. 21.

Further Assurances.

The parties each agree to do such other and further acts and things, and to execute and deliver such instruments and documents (not creating any obligations additional to those otherwise imposed by this Agreement) as either may reasonably request from time to time, whether at or after the Closing, in furtherance of the purposes of this Agreement. The provisions of this Section 21 shall survive the Closing or the earlier termination of this Agreement. 22.

Publicity.

22.1 Prior to Closing, neither Seller nor Purchaser will with respect to this Agreement and the transaction contemplated by this Agreement, make any public announcements or issue press releases to any third party without the prior written consent of the other party. Notwithstanding the foregoing and anything to the contrary in this Agreement, nothing contained herein shall impair any right of Seller to disclose information relating to this

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Agreement or the Property to any governmental authority or as required by all applicable laws, codes, ordinances, rules and regulations. 22.2 From and after Closing, Seller and Purchaser shall have the right to issue written public disclosures or press releases regarding the transaction contemplated under this Agreement, subject to the approval by Purchaser and Seller, respectively, of the content of such disclosure or press release (such approval to be in the sole and absolute discretion of the party whose approval is required in the case of any disclosure of the Purchase Price or the identity of such party or to its affiliate, and such approval to otherwise be in the reasonable discretion of the party whose approval is required in all other instances). Notwithstanding the foregoing, Purchaser and Seller shall have the right to make public disclosures without consent or requirement of prior notice to the other party hereto to the extent required by (a) law, including any applicable securities laws and laws applicable to political subdivisions and instrumentalities of the State of Georgia, (b) the rules and regulations of a securities exchange, or (c) banking regulations or any banking regulator; provided that each of Purchaser and Seller shall notify the other party hereto prior to the issuance of any such disclosure that includes disclosure of the Purchase Price or identity of the other party hereto or of any of such other party’s affiliates. In addition, this paragraph shall not restrict disclosures by either Seller or Purchaser in its financial statements or reports. 22.3 The provisions of this Section 22 shall survive any Closing or any earlier termination of this Agreement. 23.

Escrow.

23.1 Escrow Agent shall hold and disburse the Earnest Money in accordance with the following provisions: 23.1.1 Escrow Agent shall have the right, but not the obligation, to invest the Earnest Money in savings accounts, treasury bills, certificates of deposit and/or in other money market instruments, or in funds investing in any of the foregoing, and shall not be liable for any losses suffered in connection with any such investment. 23.1.2 If the Closing occurs, then Escrow Agent shall deliver the Earnest Money to Seller. 23.1.3 If Escrow Agent receives a notice signed by Purchaser or Seller (the “Noticing Party”) stating that this Agreement has been canceled or terminated and that the Noticing Party is entitled to the Earnest Money, or that the other party hereto (the “Non-Noticing Party”) has defaulted in the performance of its obligations hereunder, Escrow Agent shall deliver a copy of such notice to the Non-Noticing Party. The Non-Noticing Party shall have the right to object to such request for the Earnest Money by notice of objection delivered to and received by Escrow Agent ten (10) Business Days after the date of Escrow Agent’s delivery of such copy to the Non-Noticing Party, but not thereafter. If Escrow Agent shall not have so received a notice of objection from the Non-Noticing Party, Escrow Agent shall deliver the Earnest Money to the Noticing Party. If Escrow Agent shall have received a notice of objection from the Non-Noticing Party within the time herein prescribed, Escrow Agent shall, at its sole 39

option, either (i) deliver to a court of competent jurisdiction the Earnest Money; or (ii) retain the Earnest Money until one of the following events shall have occurred: (a) the Non-Noticing Party shall have failed to commence an action in a court of competent jurisdiction against the Noticing Party to resolve why the Noticing Party shall not be entitled to the payment of the Earnest Money within thirty (30) days after delivery of the Noticing Party’s notice, by serving a summons and complaint on the Noticing Party and delivering to Escrow Agent a copy thereof, together with an affidavit of service within such thirty (30) day period, in which event Escrow Agent shall pay over the Earnest Money to the Noticing Party; (b) there shall have been served upon Escrow Agent an order or judgment duly entered in a court of competent jurisdiction setting forth the manner in which the Earnest Money is to be paid out and delivered, in which event Escrow Agent shall deliver the Earnest Money as set forth in such order or judgment; or (c) Seller and Purchaser shall have delivered to Escrow Agent a joint statement executed by both Seller and Purchaser setting forth the manner in which the Earnest Money is to be paid out and delivered, in which event Escrow Agent shall deliver the Earnest Money as set forth in such statement. Escrow Agent shall not be or become liable in any way to any person for its refusal to comply with any such requests or demands by Seller and Purchaser until and unless it has received a direction of the nature described above. 23.2 Any notice to Escrow Agent shall be sufficient only if received by Escrow Agent within the applicable time period set forth herein. All mailings and notices from Escrow Agent to Seller and/or Purchaser, or from Seller and/or Purchaser to Escrow Agent, provided for in this Section 23 shall be addressed to the party to receive such notice at its notice address set forth in Section 14 above (with copies to be similarly sent to the additional persons therein indicated). 23.3 Notwithstanding the foregoing, if Escrow Agent shall have received a notice of objection as provided for in Section 23.1.3 above within the time therein prescribed, or shall have received at any time before actual disbursement of the Earnest Money a notice signed by either Seller or Purchaser disputing entitlement to the Earnest Money or shall otherwise believe in good faith at any time that a disagreement or dispute has arisen between the parties hereto over entitlement to the Earnest Money (whether or not litigation has been instituted), Escrow Agent shall have the right, upon notice to both Seller and Purchaser, (a) to deposit the Earnest Money with the Clerk of the Court in which any litigation is pending and/or (b) to take such reasonable affirmative steps as it may, at its option, elect in order to terminate its duties as Escrow Agent, including, without limitation, the depositing of the Earnest Money with a court of competent jurisdiction and the commencement of an action for interpleader, the costs thereof to be borne by whichever of Seller or Purchaser is the losing party, and thereupon Escrow Agent shall be released of and from all liability hereunder except for any previous gross negligence or willful misconduct. 23.4 Escrow Agent is acting hereunder without charge as an accommodation to Purchaser and Seller, it being understood and agreed that Escrow Agent shall not be liable for any error in judgment or any act done or omitted by it in good faith or pursuant to court order, or for any mistake of fact or law. Escrow Agent shall not incur any liability in acting upon any document or instrument believed thereby to be genuine. Escrow Agent is hereby released and exculpated from all liability hereunder, except only for willful misconduct or gross negligence. Escrow Agent may assume that any person purporting to give it any notice on behalf of any party 40

has been authorized to do so. Escrow Agent shall not be liable for, and Purchaser and Seller hereby jointly and severally agree to indemnify Escrow Agent against, any loss, liability or expense, including reasonable attorneys’ fees (either paid to retained attorneys or, representing the fair value of legal services rendered by Escrow Agent to itself), arising out of any dispute under this Agreement, including the cost and expense of defending itself against any claim arising hereunder. The provisions of this Section 23 shall survive the termination of this Agreement. 24.

Miscellaneous.

24.1 Except as otherwise expressly set forth in this Agreement, the provisions of this Agreement shall not survive the Closing. 24.2 This Agreement shall be governed by, interpreted under, and construed and enforced in accordance with, the laws of the State of Georgia. 24.3 deemed an original.

This Agreement may be executed in counterparts, each of which shall be

24.4 The captions are for convenience of reference only and shall not affect the construction to be given any of the provisions hereof. 24.5 This Agreement (including all exhibits annexed hereto), contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings, if any, with ‘respect thereto. 24.6 This Agreement may not be modified, changed, supplemented or terminated, nor may any obligations hereunder be waived, except by written instrument signed by the party to be charged. 24.7 The parties do not intend to confer any benefit hereunder on any person, firm or corporation other than the parties hereto. 24.8 No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof or of any other agreement or provision herein contained. No extension of time for performance of any obligations or acts shall be deemed an extension of the time for performance of any other obligations or acts. 24.9 The parties hereto agree that neither this Agreement nor any memorandum or notice hereof shall be recorded. 24.10 All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the parties may require. If Purchaser consists of two or more parties, the liabilities of such parties shall be joint and several. 24.11 As used herein, the term “Business Day” means any day of the year on which banks are not required or authorized by law to close in Atlanta, Georgia. 41

24.12 This Agreement shall bind and inure to the benefit of Seller, Purchaser and their respective permitted successors and assigns. 24.13 This Agreement may be executed and delivered by facsimile transmission and such transmission of the Agreement shall be treated as an original. 24.14 Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision will be interpreted to be only so broad as is enforceable. 24.15 If any action is brought by either party against the other in connection with or arising out of this Agreement or any of the documents and instruments delivered in connection herewith or in connection with the transactions contemplated hereby, the prevailing party shall be entitled to recover from the other party reasonable attorneys’ fees and expenses incurred in connection with the prosecution or defense of such action. (a) Any legal action or proceeding with respect to this Agreement shall be brought in a federal or state court of competent jurisdiction sitting in the City of Atlanta in Fulton County, Georgia (including the appellate courts thereof) (each, a “Georgia Court”) and by execution and delivery of this Agreement, each party to this Agreement hereby accepts, generally and unconditionally, the jurisdiction of the Georgia Courts. Each party to this Agreement hereby expressly and irrevocably submits the person of such party to this Agreement to the in personam jurisdiction of the Georgia Courts in any suit, action or proceeding arising, directly or indirectly, out of or relating to this Agreement. To the extent permitted under applicable law, this consent to personal jurisdiction shall be self-operative and no further instrument or action, other than service of process in one of the manners specified in this Agreement or as otherwise permitted by law, shall be necessary in order to confer jurisdiction upon the person of such party to this Agreement in any such Georgia Court. (b) To the fullest extent permitted under applicable law, each party to this Agreement irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any objection which may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in a Georgia Court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum, any claim that it is not personally subject to the jurisdiction of any such Georgia Court or that this Agreement or the subject matter hereof may not be enforced in or by such Georgia Court. 24.16 SELLER AND PURCHASER HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER ARISING IN TORT OR CONTRACT) BROUGHT BY SUCH PARTY AGAINST THE OTHER ON ANY MATTER ARISING OUT OF OR IN ANYWAY CONNECTED WITH THIS AGREEMENT.

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24.17 To the extent applicable, all of the foregoing provisions of this Section 24 shall survive the Closing or the earlier termination of this Agreement. 25. Limitation of Liability. Notwithstanding anything to the contrary contained in this Agreement, it is understood and agreed that none of the employees, directors, officers, members, partners, managers, principals, consultants, shareholders, advisors, attorneys, or agents of Seller, or any other person or entity, shall have any personal liability or obligation whatsoever for obligations entered into by or on behalf of Seller. Notwithstanding anything to the contrary contained in this Agreement, it is understood and agreed that none of the employees, directors, officers, members, partners, managers, principals, consultants, shareholders, advisors, attorneys or agents of Purchaser, or any other person, shall have any personal liability or obligation whatsoever for any obligations under this Agreement or under any documents delivered at Closing, and the individual assets of such parties shall not be subject to any claims of any person relating to such obligations. However, the foregoing shall not in any way limit the parties’ obligations and liabilities under this Agreement. The provisions of this Section 25 shall survive the Closing or any early termination of this Agreement. 26. Time of the Essence. The parties hereto acknowledge and agree that, except as otherwise expressly provided in this Agreement, TIME IS OF THE ESSENCE for the performance of all actions (including, without limitation, the giving of notices, the delivery of documents and the funding of money) required or permitted to be taken under this Agreement. Whenever action must be taken (including, without limitation, the giving of notice, the delivery of documents or the funding of money) under this Agreement, prior to the expiration of, by no later than or on a particular date, unless otherwise expressly provided in this Agreement, such action must be completed by 5:00 p.m. (Eastern Standard Time) on such date, provided that such action must be completed by 3:00 p.m. (Eastern Standard Time) with respect to the payment of the balance of the Purchase Price and other payments by Purchaser on the Closing Date. However, notwithstanding anything to the contrary herein, whenever action must be taken (including, without limitation, the giving of Notice, the delivery of documents or the funding of money) under this Agreement prior to the expiration of, by no later than or on a particular date that is not a Business Day, then such date shall be extended until the immediately following Business Day. 27. No Offer. This Agreement shall not be deemed an offer or binding upon Seller or Purchaser until this Agreement is fully executed and delivered by Seller and Purchaser. 28. Purchaser’s Right of First Refusal. Seller hereby grants to Purchaser, for a period of ten (10) years from and after the Closing (the “ROFR Period”) a right of first refusal (the “ROFR”) with respect to the sale of all or any part of the real property described in Exhibit K, (the “ROFR Property”), as follows: If Seller desires to sell all or any portion of the ROFR Property during the ROFR Period or has received a written offer from an unaffiliated third party to purchase all or any portion of the ROFR Property, which Seller desires to accept, then Seller shall deliver to Purchaser in writing (the “Notice of Intention to Sell”) the terms and conditions of such offer. Purchaser shall have thirty (30) days from its receipt of the Notice of Intention to Sell (the “Exercise Period”) to provide written notice to Purchaser of Purchaser’s election to exercise the ROFR and to purchase the ROFR Property on the same terms and conditions set forth in the Notice of Intention to Sell (an “Exercise Notice”); provided, however that with 43

respect to the portion of the ROFR Property located to the west of Interstate 75/85 and which is labeled on Exhibit K as the “West ROFR Property”, the ROFR in favor of Purchaser shall not apply to any sale or transfer by Seller of the West ROFR Property to the City or County, provided that the City or County uses such West ROFR Property for a public use (or their own use) and to the extent that the City or County desires to sell the West ROFR Property or receives a written offer to sell the West ROFR Property to a third party during the ROFR Period, then Purchaser’s ROFR rights set forth herein shall apply to such sale or transfer by the City or County, as applicable. If Purchaser timely delivers an Exercise Notice to Seller, then Seller and Purchaser shall proceed, in good faith, to negotiate a reasonable purchase and sale agreement (“PSA”) with respect to the ROFR Property (incorporating the terms of the third party offer) within a period of thirty (30) days following receipt of the Exercise Notice (the “Negotiation Period”). If the parties execute the PSA during the Negotiation Period then the parties shall proceed to consummate the sale of the ROFR Property to Purchaser (or its designated affiliate) on the terms and conditions set forth in the PSA. If (x) Purchaser fails timely to deliver an Exercise Notice or otherwise provides written notice to Seller that Purchaser is not exercising the ROFR (any such notice, a “Non-Exercise Notice”), or (y) the parties fail to enter into a PSA during the Negotiation Period (despite good faith efforts to do so), then (i) Seller shall be free to sell such applicable ROFR Property to the purchaser identified in, and on the terms and conditions set forth in, the Notice of Intention to Sell, free and clear of the encumbrance of this ROFR, and (ii) the ROFR shall expire and be of no further force and effect as to the applicable portion of the ROFR Property identified in the Notice of Intention to Sell. Further, the ROFR shall expire in its entirety and be of no further force and effect upon expiration of the ROFR Period, without any further action of the parties. 29.

Workforce Housing Requirement; Ad Valorem Property Tax.

29.1 Workforce Housing. All of the restrictions in this Section 29.1 are collectively referred to herein as the “Workforce Housing Requirement”). Upon Closing, Seller and Purchaser shall record the LURA which shall provide that until the fifteenth (15th) anniversary of the Closing Date (the “Workforce Period”), not less than ten (10%) percent of the Residential Rental Units and For-Sale Units existing from time to time on the Property (such units being the “Workforce Units”) will be leased, rented, sold (or subject to Section 29.1(g), with respect to Residential Rental Units only, “made available” for lease or rental) on a continuous basis to Workforce Residents or Workforce Buyers, as applicable. For purposes hereof: (a) “Workforce Residents” means the person or persons occupying a Residential Rental Unit earning in the aggregate no more than eighty percent (80%) of the Area Medium Income (“AMI”) for the Atlanta Metropolitan Statistical Area (“MSA”) as published by the United States Department of Housing and Urban Development (“HUD”). The published income limits will be adjusted by household size. The income limits and rent limits will be adjusted annually according to the HUD published limits; and (b) “Workforce Buyer” means a one or two person household earning up to one hundred percent (100%) of AMI for the MSA, or a three or more person household earning up to one hundred fifteen percent (115%) of AMI for the MSA as published by HUD. The income limits and sale price limits will be adjusted annually according to the HUD 44

published limits. (c) “For-Sale Unit” means a single family home, townhome, condominium, apartment, cooperative or similar dwelling occupied by the owner thereof (as opposed to a lessee) utilizing such unit as their primary residence. (d) “Residential Rental Unit” means a single residential dwelling unit which is offered for rental, provided that the following shall not constitute Residential Rental Units: (i) rooms or units that are restricted for use or occupancy by students, faculty or staff at a college, university or other non-profit education-related entity, (ii) rooms that are specifically marketed to and intended for the use of students, faculty or staff at a college, university or other non-profit education-related entity (for the avoidance of doubt this shall include units owned by a Public Entity and used for student housing), (iii) rooms or units in a hotel or motel, and (iv) units or rooms in a hospital, nursing home, assisted living facility or other health-care facility. (e) The Workforce Housing Requirement will include periodic reporting obligations on the part of Purchaser as well as certain audit and inspection rights and enforcement mechanisms for the benefit of Seller, which shall be mutually agreed upon during the Due Diligence Period. Notwithstanding anything to the contrary herein: (i) if there is more than one owner of Residential Rental Units or For-Sale Units on the Property, then the Workforce Housing Requirement may be satisfied either (a) on an aggregate basis taking into account all Residential Rental Units and For-Sale Units leased, rented, sold, or subject to Section 29.1(g) below, made available for lease, rental or sale to/by Workforce Residents or Workforce Buyers, as applicable, or (b) on a project-by-project basis with respect to each owner’s aggregate Residential Rental Units or For-Sale Units; (ii) each owner of a Residential Rental Unit shall have sole discretion in accepting all applicants for the lease or rental of any Residential Rental Unit and may use its normal and customary screening practices that it applies to all its residential rental prospects (including Workforce Residents), including, but not limited to, employment history, criminal background checks and creditworthiness; provided further, such owner is not restricted in its use of standard industry discounts, including, but not limited to, preferred employer discounts, security officer discounts and employee discounts; and (iii) there is neither a requirement upon any person or entity to develop, open or operate any Residential Rental Units or For-Sale Units on the Property, nor to continue to open or operate at any time or from time to time any Residential Rental Unit or ForSale Unit that exists from time to time on the Property; but the Workforce Housing Requirement shall remain in place and shall effect any Residential Rental Units and/or For-Sale Units which are on the Property from time to time during the Workforce Period. (f) The Residential Rental Units and For-Sale Units rented or sold to Workforce Residents and/or Workforce Buyers, as applicable, shall be similar in construction and appearance (e.g., square footage, type and brand of appliances, materials used 45

for countertops, flooring, etc.) to the Residential Rental Units and For-Sale Units on the Property which are rented or sold at market rates and shall not be in isolated areas in specific areas of the Property, but shall be interspersed among Residential Rental Units and For-Sale Units which are rented or sold at market rates, to the extent possible. (g) The LURA shall provide that the owners of property subject to the Workforce Housing Requirement shall, to the extent that Workforce Units are constructed, reasonably coordinate with Invest Atlanta to locate and place Workforce Residents and/or Workforce Buyers, as applicable in available Residential Rental Units and For-Sale Units. With respect to the property owner’s obligation in this Section 29 that Residential Rental Units are “made available”, if such property owners consult with Invest Atlanta for a period of sixty (60) days with respect to any Residential Rental Units from the completion of such units or the vacation of any Residential Rental Units by any Workforce Resident, and despite such consultation, such Residential Rental Units have not been leased to Workforce Residents then such Residential Rental Units shall be counted towards the Workforce Housing Requirement. 29.2 Ad Valorem Tax Covenant. The LURA shall provide and Purchaser hereby agrees that at Closing or within thirty (30) days thereafter, at least thirty five percent (35%) of the gross acreage of the Land (which equates to approximately seventy percent (70%) of the developable value/investment of all of the Land) (the “Proposed Taxable Land”) will either be owned in fee simple or long-term ground leased (i.e., not through a usufruct) to entities that are Controlled by Carter Holding Enterprises, LLC, all of which shall be private non-taxexempt owners or long-term ground lease holders of the Proposed Taxable Land (the “Carter Entities”), such that the Proposed Taxable Land shall be subject to ad valorem property tax by the applicable governmental taxing authorities and such portions of the Proposed Taxable Land shall continue to be subject to ad valorem property taxation so long as it continues to be owned or ground leased by such Carter Entities or any successor private non-tax-exempt owner. Purchaser also acknowledges that the initial student housing development on the Land will not qualify for any exemption from ad valorem property taxes under O.C.G.A. Section 48-5-41(F). Notwithstanding anything to the contrary, nothing in this section is intended to constitute any agreement on the part of any entity that is exempt from ad valorem taxation to subject itself to ad valorem taxation, from which it would otherwise have an exemption with respect to all or any portion of the Land, whether at the time of Closing or in the future, or any waiver by any of such entities of their status as being exempt from such ad valorem taxation. Furthermore nothing in this section shall prohibit or affect the ability of any owners or lessees of any portion of the Land from seeking or applying for ad valorem property tax incentives through a local development authority or other governmental agency that confers property tax or similar incentives. This Section 29 shall survive the Closing. 30. Post-Closing Monitoring and Reporting. Purchaser has agreed to cooperate with Seller or Seller’s designee (the “Seller Representative”) to implement compliance monitoring and reporting protocols with respect to the matters discussed in this Section 30 below for a period of five (5) years from the Closing date (the “Monitoring Period”). The LURA shall provide that the owners and/or long term ground lease holders of any portion of Property shall collect, or cause its applicable contractors or subcontractors to collect and provide Seller Representative with periodic written information in such reasonable detail sufficient to verify compliance with (1) the EBO Plan, (2) the Workforce Housing Requirement, (3) the Ad Valorem 46

Property Tax covenant and (4) the LCI Initiative, only to the extent any such parties have obligations with respect to items (1) through (4) above hereunder, following Closing. The Seller Representative shall provide periodic reports to the Atlanta City Council, the Board of Commissioners of Fulton County and serve as a liaison to the community surrounding the Property. The Purchaser agrees that part of the Purchase Price, shall fund a compliance monitoring and reporting fee applicable to the entire Monitoring Period equal to $300,000 per year during at Closing. For the avoidance of doubt, such compliance monitoring and reporting fee is included as part of (and shall not be in addition to) the Purchase Price and Purchaser disclaims any and all liability for payment of such compliance, monitoring and reporting fee to the extent Seller fails to pay the same from the Purchase Price proceeds (or otherwise). 31. Memorandum of this Agreement. Within five (5) days of the execution of this Agreement, (i) Seller shall execute and deliver to the Escrow Agent a recordable memorandum of this Agreement in the form attached hereto as Exhibit M (a “PSA Memo”), and (ii) the Purchaser shall execute and deliver to the Escrow Agent a recordable release of the PSA Memo in the form attached hereto as Exhibit N (the “PSA Memo Release”). The parties and the Escrow Agent agree that the PSA Memo shall not be recorded by the Escrow Agent unless and until the PSA Memo Release shall have been executed and delivered to the Escrow Agent, but following receipt of such PSA Memo Release, the PSA Memo shall be promptly recorded by the Escrow Agent in the appropriate public records. The PSA Memo Release shall be held in escrow by the Escrow Agent and shall not be recorded by Escrow Agent unless and until Escrow Agent receives written notice from either Purchaser or Seller that the Agreement has been terminated, at which point Escrow Agent shall, notwithstanding any provision of this Agreement to the contrary, promptly record such PSA Memo Release in the appropriate public records. Further, Seller agrees that in the event that this Agreement is terminated in accordance with its terms, then Purchaser shall, promptly deliver to Seller (in addition to the PSA Memo Release) any additional documents reasonably requested by Seller to reflect that Purchaser no longer has an interest in the Property. 32. City Utility Easements. Purchaser shall execute and deliver at Closing easements and/or encroachment agreements in favor of the City for construction, access, ownership, operation, maintenance and repair of certain existing public facilities and related appurtenances for the City’s public water, sewer and stormwater system (water, sewer, and stormwater trunk lines and related facilities) in a form substance and location to be agreed upon during the Due Diligence Period (collectively, the “Utility Easements”). [Signature Page Follows]

47

Recommended by:  City of Atlanta and Fulton County Recreation Authority          ____________________________________________  Keisha Lance Bottoms  Executive Director            [Signature Pages Continue on Following Page] 

Exhibit A Legal Description of the Land

Exhibit B Description of Excluded Property [Excluded Property list to be agreed upon and attached during the Due Diligence Period]

Exhibit C SELLER’S AFFIDAVIT Turner Field, Atlanta, Georgia _____________ ___, 201_

CITY OF ATLANTA AND FULTON COUNTY RECREATION AUTHORITY (“Declarant”), hereby makes the following statements which are being relied upon to issue certain policies of title insurance: 1. Declarant is executing documents to be insured that affect that certain real property located in Fulton County, Georgia, which is more particularly described in the Title Commitment (the “Property”). 2. __________

Declarant is familiar with the Commitment for Title Insurance File No. issued by [Title Company] (the “Title Commitment”).

3. To the best of Declarant’s knowledge, there have been no documents recorded in the public records of Fulton County, Georgia, subsequent to the Effective Date of Title Commitment (the “Effective Date”), which affect title to the Property insured; 4. Excluding matters set forth in the Title Commitment, there are no matters pending against the Declarant that could give rise to a lien that would attach to the Property between the Effective Date, and the recording of the instruments giving rise to the interest to be insured (the “Recording Date”); 5. Excluding matters set forth in the Title Commitment, between the date hereof and the Recording Date, Declarant has not executed and will not execute any instrument(s) that would adversely affect the title to the Property or the lien of any mortgage to be insured pursuant to the Title Commitment, save and except the following: (If none, state “None”)

6. To the best of Declarant’s knowledge, there are no liens or rights to liens upon the Property for labor, services and materials for work contracted for and completed by Declarant, within the last six (6) months, or which is now in progress, except: Special Note:

1) 2)

If none, state “None” List current construction work.

7. To the best of Declarant’s knowledge, there are no unrecorded leases or agreements to which it is a party affecting the Property; and that to the best of its knowledge, there is no one in possession or entitled to possession of the Property other than Declarant, except: Special Note:

1) 2)

See Exhibit “A” attached hereto If none, state “None” List tenants or attach a rent roll and state “See rent roll attached hereto as Exhibit “A”

8. To the best of Declarant’s knowledge, no leases, leaseholds, tenancies, and/or possessory rights listed, if any, are affected by options to purchase or rights of first refusal or other similar types of rights, except: Special Note:

1) 2)

If none, state “None” List leases.

9. This Seller’s Affidavit is given to induce [Title Company] to issue certain policies of title insurance without taking exception for matters first arising or recorded subsequent to the Effective Date but prior to the date of said policy. [SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this instrument as the date above first written. DECLARANT: CITY OF ATLANTA AND FULTON COUNTY RECREATION AUTHORITY

By: Name: Title:

EXHIBIT A to Exhibit C LEASES None

1

Exhibit D List of Service Contracts None

Exhibit E Litigation Disclosure Schedule

1

Exhibit F Form of Quitclaim Deed STATE OF GEORGIA COUNTY OF FULTON

Upon recording return to:

QUIT CLAIM DEED1

THIS QUITCLAIM DEED, is made this ______ day of _______________, 201_, between ________________________________ (“Grantor”), and ______________________________ (“Grantee”). W I T N E S S E T H: THAT Grantor, for and in consideration of the sum of Ten and No/100 Dollars ($10.00), in hand paid, the receipt of which is hereby acknowledged, has bargained, sold, and does by these presents bargain, sell, remise, release, and forever quit-claim (without and representation or warranty of any kind) to Grantee all the right, title interest, claim or demand which the Grantor has or may have had in and to the following described real property, to wit: All that tract or parcel of land more particularly described on Exhibit A attached hereto and hereby made a part hereof. with all the rights, members and appurtenances to the said described premises in anywise appertaining or belonging. TO HAVE AND TO HOLD the said described premises unto the Grantee, so that neither the said Grantor, nor any other person or persons claiming under Grantor shall at any time claim or demand any right, title or interest to the aforesaid premises or its appurtenances.

[Signatures appear on following page]

1

SELLER AND PURCHASER AGREE THAT THIS QUIT CLAIM DEED MAY BE REVISED SO THAT IT WILL BE IN RECORDABLE FORM IN ACCORDANCE WITH LOCAL LAW AT CLOSING.

IN WITNESS WHEREOF, the Grantor has signed and sealed this deed, the day and year above written.

Signed, sealed and delivered in presence of:

“GRANTOR”

Unofficial Witness

Notary Public My commission expires: [NOTARIAL SEAL]

By: _______________________________________ Name: ____________________________________ Title: _____________________________________

Exhibit G Form of Assignment of Service Contracts ASSIGNMENT AND ASSUMPTION OF SERVICE CONTRACTS (Turner Field) THIS ASSIGNMENT AND ASSUMPTION OF SERVICE CONTRACTS (this “Assignment”) is made and entered into effective as of the ___ day of __________, 201_ (the “Effective Date”), by and between CITY OF ATLANTA AND FULTON COUNTY RECREATION AUTHORITY (“Assignor”), to and in favor of ________________________, a ________________________ (“Assignee”). Assignor and Assignee are, at times, each individually referred to herein as a “Party” and, collectively, as the “Parties.” RECITALS WHEREAS, Assignor and Assignee are parties to that certain Agreement of Purchase and Sale (the “PSA”) for the acquisition of certain real property which is more particularly described in the PSA (the “Property”); WHEREAS, Assignor has agreed, pursuant to the PSA, to assign to Assignee all Service Contracts described in Exhibit A to this Assignment as the “Assigned Contracts;” and WHEREAS, pursuant to the PSA, Assignor desires to assign, transfer and convey to Assignee, and Assignee desires to assume (but only to the extent first accruing from and after the Effective Date) and receive from Assignor, all of the Assigned Contracts pursuant to the terms and requirements of this Assignment. AGREEMENT NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) in hand paid, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, and in furtherance of the agreements set forth in the PSA, the Parties hereby agree as follows: 1. Recitals. The Parties acknowledge and agree that the recitals set forth above are true and correct and are hereby incorporated into this Assignment by this reference. 2. Assignment. Effective as of the Effective Date, Assignor hereby assigns, transfers and conveys to Assignee any and all of the right, title and interest of Assignor in and to the Assigned Contracts. Assignee expressly acknowledges that this Assignment is made without any representation or warranty whatsoever. 3.

Assumption. Assignee hereby accepts and assumes all of Assignor’s right, title

and interest in and to the Assigned Contracts, but only to the extent first accruing from and after the Effective Date. Assignee hereby assumes all liabilities and obligations of Assignor under the Assigned Contracts, and Assignee agrees to perform all obligations of Assignor under the Assigned Contracts, but only to the extent first accruing from and after the Effective Date. 4. PSA Controls. This Assignment is expressly made subject to the terms and provisions of the PSA. The delivery of this Assignment will not affect, enlarge, diminish, or otherwise impair any of the terms or provisions of the PSA. In the event of a conflict between the terms and provisions of this Assignment and the terms and provisions of the PSA, the terms and provisions of the PSA shall govern and control. Capitalized terms utilized but not defined herein shall have the meanings ascribed to such terms in the PSA. 5. Entire Agreement. This Assignment and the PSA represent the entire agreement between the Parties regarding the Assigned Contracts and incorporate all prior agreements and understandings relating to the Assigned Contracts, and no previous agreement or understanding, verbal or written, of the Parties or any of their agents shall be binding or enforceable unless specifically incorporated in this Assignment or in the PSA. 6. Amendments in Writing. No amendment or modification of this Assignment shall be valid unless the amendment or modification is in writing and signed by all Parties purported to be bound thereby. 7. Applicable Law. The laws of the State of Georgia (not including the choice of law provisions thereof) shall be applied in interpreting and enforcing this Assignment. 8. Counterparts. This Assignment and any amendment hereto may be executed in counterparts, and upon all counterparts being so executed, each counterpart shall be considered as an original and all counterparts shall be considered as one agreement. 9. No Third Party Beneficiaries. This Assignment is for the benefit of the Parties only, and is not for the benefit of any other person or entity. Without limiting the generality of the preceding sentence, the Parties hereto agree that there are no third-party beneficiaries of this Assignment. 10. Invalidity of any Provision. If any agreement, condition, obligation, covenant, warranty, or other provision of this Assignment shall be determined to be unenforceable, invalid, or void, such determination shall not affect, impair, invalidate or render unenforceable any other agreement, condition, obligation, covenant, warranty, or other provision of this Assignment.

[Remainder of page is intentionally blank. Signatures appear on the following page.]

IN WITNESS WHEREOF, the Parties have executed this Assignment to be effective as of the Effective Date. “ASSIGNOR” CITY OF ATLANTA AND FULTON COUNTY RECREATION AUTHORITY

By: Name: Title:

“ASSIGNEE” ______________________________, a ______________________________

By: Name: Title:

EXHIBIT A to Exhibit G

LIST OF ASSIGNED CONTRACTS

[TO BE INSERTED]

Exhibit H Form of ROFR Memorandum

STATE OF GEORGIA COUNTY OF FULTON

Upon recording return to:

MEMORANDUM OF RIGHT OF FIRST REFUSAL2 THIS MEMORANDUM OF RIGHT OF FIRST REFUSAL (this “Memorandum”) is made and entered into this _____ day of ___________, 201_, between CITY OF ATLANTA AND FULTON COUNTY RECREATION AUTHORITY, having an office at 755 Hank Aaron Drive SW, Atlanta, Georgia 30315 (“Grantor”) and ______________________, a ________________, having an office at ____________________ (“Grantee”). W I T N E S S E T H: Pursuant to the terms of that certain Agreement of Purchase and Sale (as the same may have been amended, modified and assigned, the "Agreement") dated effective as of _____ day of ___________, 201_, made and entered into by and between Grantor, as seller, and Grantee, as purchaser, Grantor has granted to Grantee, and Grantee has accepted from Grantor, on the terms and conditions set forth in the Agreement, a right of first refusal and an option to purchase under certain conditions, that certain real property situated in Fulton County, Georgia, more particularly described in Exhibit A attached hereto and made a part hereof for all purposes (the “Property”) during the ROFR Period, which period shall commence on the date hereof and shall expire on its own terms without any further action of either of the parties to the Agreement or this Memorandum on _____ day of ___________, 20__. The Agreement contains and sets forth other important terms and provisions. This Memorandum is executed for the purpose of placing any parties dealing with the Property on notice of the existence of the Agreement and its contents, but this Memorandum does not modify or amend the Agreement in any respect.

[Signature Pages Follow]

2

GRANTOR AND GRANTEE AGREE THAT THIS MEMORANDUM MAY BE REVISED SO THAT IT WILL BE IN RECORDABLE FORM IN ACCORDANCE WITH LOCAL LAW AT CLOSING.

IN WITNESS WHEREOF, this Memorandum hereby is executed as of the date first above set forth.

CITY OF ATLANTA AND FULTON COUNTY RECREATION AUTHORITY

By: Name: Title: THE STATE OF _________ COUNTY OF ___________

§ § §

Before me Notary Public on this day personally appeared ___________, ___________ of ___________, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office this

day of

, 201_.

Notary Public in and for the State of __________ My Commission Expires:____________________

____________________________, a _____________________

By: Name: Title: THE STATE OF _________ COUNTY OF ___________

§ § §

Before me Notary Public on this day personally appeared ___________, ___________ of ___________, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office this

day of

, 201_.

Notary Public in and for the State of __________ My Commission Expires:____________________

EXHIBIT A to Exhibit H LEGAL DESCRIPTION

Exhibit I Form of Land Use Restriction Agreement (LURA) [LURA to be agreed upon and attached during the Due Diligence Period]

Exhibit J Required Zoning Description It is understood and agreed by Seller and Purchaser that Purchaser and/or Seller have filed (and Seller hereby authorizes Purchaser to file and pursue) with the City, the County, and any other applicable governmental authorities (the City, the County and the other governmental authorities being referred to herein collectively as the “Governmental Authorities” and individually as a “Governmental Authority”) such applications for re-zoning, re-platting, special use permits, conditional use permits, site plan approval and all other governmental approvals and permits (all of the foregoing being referred to collectively as the “Project Applications”) so as to modify the existing zoning conditions at the Property to be as set forth in Exhibit J as described below (the “Required Zoning”). Purchaser’s obligations to proceed to Closing are contingent in all respects upon Purchaser (and/or Seller) obtaining the Final Project Approvals prior to the Closing. For purposes of this Agreement, “Final Project Approvals” shall mean approval of the Project Applications such that the Property is entitled to the Required Zoning without any conditions or contingencies, that have a Material Adverse Effect (defined below), and with all appeal periods having expired without the filing of any appeals or, if filed, with such appeals having been finally resolved, after which, the Property is still entitled to the Required Zoning. Purchaser shall be responsible for all costs incident to obtaining the Final Project Approvals. For the avoidance of doubt, Purchaser and Seller acknowledge that approval of signage rights along the adjacent federal interstate highways (I-75, I-85 and I-20) will be included within the Project Applications applied for by Purchaser; provided, that the receipt of approval for such signage rights shall not be included in the definition of Final Project Approvals for purposes of a condition to closing on behalf of Purchaser. Purchaser and Seller agree that Seller shall assign at Closing any Final Project Approvals that are received in Seller’s name prior to Closing, including, without limitation, any special use permits with respect to the Property. “Material Adverse Effect” means, with respect to conditions or contingencies affecting the Final Project Approval, any conditions or contingencies which (a) substantially frustrate or prevent any of the material uses of the Property permitted by the Required Zoning, or (b) have a material adverse effect on Purchaser’s intended use or operation of the Property taken as a whole, or (c) result in Purchaser having to expend funds in an amount exceeding $125,000.00 in order to obtain such Final Project Approval. Description of Required Zoning: INTENT: The “Conditional Development” is being amended to reflect the 2016 LCI recommendations for increased density allowing for a mix of uses, including but not limited to retail offerings for the surrounding community. The conditions have been amended generally as follows: 1



Permitted Uses – the current list of permitted and non-permitted uses does not accurately reflect the desire for mixed-use environments and density. Specifically, dormitories and suite units have been added to allow for this residential use to support the potential for student housing.



Size of Retail – the current limitation on the size of retail is in direct conflict with the desire for grocery stores and service based retail. This condition has been removed.



Building Materials – the desire for density and a mix of uses, should also include a mix of architecture to add character to the neighborhood. There were several building materials that were previously excluded. These materials are commonly being used throughout the city, and have been included as allowable materials.



Building Height – the desire for increased density in specific areas, should be managed through an appropriate transitional height plane to adjacent uses. A transitional height plane has been included to replace the existing language.

SECTION 2: This amendment is approved under the provisions of Section 16-02.003 of the City of Atlanta Zoning Ordinance entitled “Conditional Development” as identified with the use of the suffix “C” after the district designation. The Director of the Office of Buildings shall issue building permits for the development of the properties with said “Conditional Development” zoning district designation only in compliance with the following conditions: 1) The following conditions apply to all of the MRC-3-C districts in the Summerhill Neighborhood: a. The following uses shall be permitted uses: i. Park for hire surface parking lots and decks. ii. Dormitories. iii. Suite units, which shall mean any dwelling space consisting of one or more rooming units in which the owner or operator rents space to five through six persons. iv. Hotels. b. The following uses shall require a Special Use Permit: i. Digital industry switchboards, power generators and other relay equipment and rooms housing such equipment when located on subterranean levels or the second floor above sidewalk level and higher, or on ground floors provided that retail, office, institutional or residential uses are provided for a minimum depth of 20 feet from any building façade along the public sidewalk. ii. Mortuary and funeral homes J-2

c. The following uses are prohibited: i. Automobile service stations, car washes. ii. Dry-cleaning plants iii. Group homes iv. New and used car sales, including motorized vehicles such as mopeds and motorcycles. v. Repair garages, paint and body shops vi. Rooming houses vii. Single room occupancy residences viii.

Truck stops

d. Building façade materials shall consist of the following: i. Single- and two-family: all exterior facades shall be brick, stone, horizontal wood clapboard siding, horizontal cementious siding, or cementious panels. ii. Multi-family and non-residential: All exterior facades adjacent to or visible from a public street shall be brick, stone, cast stone, true stucco, split-faced concrete, architectural metal panels, wood, precast panels, horizontal wood clapboard siding, horizontal cementious siding, cementious panels, or split-faced brick. Exterior facades not adjacent to a public street may also be concrete masonry units. Exterior Insulation Finishing System cladding materials may also be used on building facades beginning at a height of no less than eight (8) inches above grade level. 2) For the properties between Fraser Street and Martin Street in the MRC-3-C designation: a. Except as provided in Part 1)b, park-for-hire decks are prohibited. b. For non-residential uses: Floor Area Ratio (FAR) shall not exceed one (1) times the net lot area or gross land area. c. For residential uses: Floor Area Ratio (FAR) shall not exceed two (2) times the net lot area or gross land area. d. FAR bonuses are not permitted. e. Maximum Building Height

J-3

i. Where the MRC-3-C district adjoins the MRC-1-C district to the north, any structures located less than 30 feet from the buildable area adjacent to the MRC-1-C district shall be less than 40 feet in height. ii. Transitional height plane applies for structures located at 93, 97, 105 Georgia Avenue, and 670 Terry Street, which are adjacent to the R-4B district to the south. iii. Any structure adjacent to Bass Street and Terry Street (Only applies to the portion of Terry Street delineating MRC-3-C district and R-4B district) which is less than 30 feet from the buildable area adjacent to the required sidewalk along either Bass Street or Terry Street shall be less than 40 feet in height. The height of any building or portion of a building beyond 30 feet may extend up to maximum building height of 76 feet. iv. Except as provided in part (i), (ii), and (iii) above, the maximum building height shall be 76 feet. 3) For properties south of Georgia Avenue between Hank Aaron Boulevard and Fraser Street in the MRC-3-C designation: a. Maximum Building Height: i. No portion of any structure on any property with frontage along Fraser or Ormond Street shall protrude through a height limiting plane beginning 35 feet above the property’s curb line along Fraser or Ormond Street and extending inward over the property at an angle of 45 degrees. ii. Except as provided in part (i), the maximum building height shall be 104 feet. 4) For properties in the MRC-1-C designation: a. The following uses shall require a Special Use Permit: i. Commercial greenhouses. ii. Childcare and kindergartens iii. Digital industry switchboards, power generators and other relay equipment and rooms housing such equipment when located on subterranean levels or the second floor above sidewalk level and higher, or on ground floors provided that retail, office, institutional or residential uses are provided for a minimum depth of 20 feet from any building façade along the public sidewalk. iv. Mortuary and funeral homes v. Nursing homes, assisted living facilities, personal care homes and rehabilitation centers. J-4

vi. Security storage centers less than 7,500 square feet in floor area. b. The following uses are prohibited: i. Automobile service stations, car washes. ii. Dormitories iii. Dry-cleaning plants iv. Group homes v. New and used car sales, including motorized vehicles such as mopeds and motorcycles. vi. Park-for-hire surface parking lots vii. Park-for-hire parking decks viii.

Repair garages, paint and body shops

ix. Rooming houses x. Security storage centers greater than 7,500 square feet in floor area xi. Single room occupancy residences xii. Truck stops c. Size of individual retail, restaurant, repair or commercial recreation establishments, and clubs and lodges, shall not exceed 15,000 square feet along Hank Aaron Drive and 10,000 square feet elsewhere. d. Building façade materials shall consist of the following: i. Single and Two-family: All exterior facades shall be brick, stone, horizontal wood clapboard siding, or horizontal Hardiplank (cementious siding). ii. Multi-family and non-residential: All exterior facades adjacent to or visible from a public street shall be brick, stone, cast stone, true stucco, split-faced concrete, or split-faced brick. Exterior facades not adjacent to a public street may also use concrete masonry units. e. The maximum building height shall be 52 feet except for where height is limited based on distance from certain zoning districts. 5) For properties in the MR-3-C designation:

J-5

Maximum Building Height: Any structure adjacent to either Fraser or Ormond Street which is less than 30 feet from the buildable area adjacent to the required sidewalk along either less than 30 feet from the buildable area adjacent to the required sidewalk along either Fraser or Ormond Street shall be less than 40 feet in height. The height of any building or portion of a building beyond 30 feet may extend up to maximum building height of 52 feet.

6) For properties in the R-4B-C designation in Summerhill Neighborhood: a. The minimum width of a house shall be 20 feet as measured from the exterior of the side walls. The side walls shall be the walls that area perpendicular to and attached to the wall in which the primary entrance is located. b. The primary pedestrian entrance of the principal structure shall face and be visible from a public or private street. c. Garages attached to the principal structure shall be recessed a minimum of 5 feet from the street-facing façade. Such garages shall not comprise more than 50% of the width of the ground floor of the building’s street-facing frontage. d. Detached accessory structures, such as carriage houses, smoke houses, tenant and alley houses, private garages, carports, and mechanical equipment shall be located to the side and/or rear of the principal structure within the buildable area of the lot and shall be set back of a minimum of 15 feet from the street-facing façade of the principal structure. Mechanical equipment shall be screened with plant or fence materials from view of any public street. e. No parking pad is allowed between the front of the principal structure and the public street. f. When no attached or detached garages are built, solid paved driveway shall extend at least 20 feet beyond the street-facing front façade and have a maximum width of 10 feet in the front yard; if a driveway is built less than 20 feet beyond the front façade, it shall be ribbon driveway that consists of two paved strips with a grass strip between them. The paved strips shall be no more than 30 inches wide, and the grass strip shall be at least 4 feet wide. No portion of the ribbon driveway pavement shall be father than 10 feet from one of the side property lines. g. Any facades that face a public or private street shall consist of fenestration that is no less than 20 percent and no greater than 40 percent of the total surface wall area. Windows may be individual or grouped. No individual window unit shall exceed 28 square feet. Within each individual window unit, no individual window sash, either fixed or operable, shall exceed 16 square feet. J-6

h. Roof of the principal structure shall be gabled and/or hipped. Roof pitch above porches shall not be restricted. i. Any portion of a chimney that is located on any façade that faces a public or private street shall originate at grade. j. Foundations: i. The first floor of the principal structure shall be on foundations and elevated above the grade between one and one half (1.5) and four (4) feet, unless existing topography is greater, as measured at the front façade of the structure. Slab-on-grade construction is not permitted. All front steps shall have closed risers and closed ends, and shall not use wood material. Access ramps shall be permitted. ii. Foundations shall constitute a distinct building design element and shall contrast with the front façade material when Hardiplank or horizontal wood sidings are used. Brick, stone, or true stucco shall be permitted. Standard, unfinished concrete block and stacked stone is prohibited. Section 3. That all ordinances or parts of ordinances in conflict with the Required Zoning shall be repealed.

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Exhibit K Description of ROFR Property

Exhibit L Description of Non-Seller Property Tract 3: Parcel 3, Area 4: All that tract or parcel of land lying and being in Land Lot 75 of the 14th District of Fulton County, Georgia, and being more particularly described as follows: Beginning at the Southeast corner of Georgia Avenue and Washington Avenue; and running thence N 89° 32’ 20” E, along the South side of Georgia Avenue; 843.7 feet to a point located at the Southwest corner of Georgia Avenue and Capitol Avenue; running thence S 0° 8’ 45” E, along the West side of Capital Avenue, 910.5 feet to a point located at the Northwest corner of Love Street and Capital Avenue; running thence N 89° 54’ 20” W, along the North side of Love Street and Washington Avenue; running thence N 0° 20’ 0” W, along the East side of Washington Avenue, 903.2 feet to the point of beginning; being known as Parcel 3, Area 4 of Model Cities Urban Redevelopment Area, according to plat of survey by Charles C. Jones, Surveyor, dated January 15, 1981.

Exhibit M Memo of PSA Form

This instrument was prepared by and after recording return to: Brent S. Gilfedder, Esq. King & Spalding LLP 1180 Peachtree Street Atlanta, Georgia 30309

MEMORANDUM OF AGREEMENT OF PURCHASE AND SALE THIS MEMORANDUM OF AGREEMENT OF PURCHASE AND SALE (this “Memorandum”), is made effective as of the ____ day of June, 2016, between the CITY OF ATLANTA AND FULTON COUNTY RECREATION AUTHORITY, a body corporate and politic, and a political subdivision of the State of Georgia, having an office at 755 Hank Aaron Drive SW, Atlanta, Georgia 30315 (the “Seller”), and PANTHER HOLDINGS, LLC, a Georgia limited liability company, having an office at 100 Auburn Avenue, Suite 315, Atlanta, Georgia 30303 (“Purchaser”). W I T N E S S E T H: WHEREAS, the Seller and Purchaser are parties to that certain Agreement of Purchase and Sale, dated June __, 2016 (the “PSA”), pursuant to which Seller has agreed to sell to Purchaser (upon the terms and conditions set forth in the PSA) certain real property located in the City of Atlanta, Fulton County, Georgia, commonly known as “Turner Field”, as said real

property is more particularly described on Exhibit A attached hereto (the “Land”), together with other personal property detailed in the PSA. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree to enter into this Memorandum, and state the following: 1. Subject Property; Purpose. Pursuant to the terms of the PSA, the Seller and Purchaser have agreed to execute, deliver and record this Memorandum to give knowledge to third parties of the existence of the PSA and that the pertains to the Land. 2. Expiration of the Memorandum. This Memorandum shall automatically terminate, expire and be of no further force and effect, without any further action of the Seller, Purchaser or any of their respective successors and assigns (with respect to the rights of any same pursuant to the PSA), on June 30, 2017. 3. Governing Law. This Memorandum shall be governed by and construed and interpreted in accordance with the laws of the State of Georgia without regard to principles of law. 4. Counterparts. This Memorandum may be executed in multiple counterparts each of which shall constitute an original and all of which when taken together shall constitute one binding agreement. 5. Limited Purpose. This Memorandum is prepared for recordation and notice purposes only, and in no way modifies, alters or supersedes the provisions of the PSA.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties hereto have executed this Memorandum as of the day and year first above written.

Signed, sealed and delivered in the presence of:

Unofficial Witness

Notary Public My Commission Expires:

[AFFIX NOTARIAL SEAL]

"SELLER"

CITY OF ATLANTA AND FULTON COUNTY RECREATION AUTHORITY, a body corporate and politic, and a political subdivision of the State of Georgia

By: Name: Title:

Signed, sealed and delivered in the presence of:

"PURCHASER" PANTHER HOLDINGS, LLC, a Georgia limited liability company

Unofficial Witness

Notary Public My Commission Expires:

[AFFIX NOTARIAL SEAL]

By: Name: Title:

(Seller’s Acknowledgement) State of Georgia County of Fulton

) ) )

ss.:

On this _____ day of _______________, 2016, before me personally appeared ____________________, who is personally known to me or who presented a _________________ driver’s license as identification, who, as the __________________ of ATLANTA AND FULTON COUNTY RECREATION AUTHORITY, a body corporate and politic, and a political subdivision of the State of Georgia, who executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said body corporate and politic, for the uses and purposes therein mentioned. In witness whereof, I have hereunto set my hand and affixed my official seal the day and year first written above.

Notary Public of State of _______________

My commission expires:

(Purchaser’s Acknowledgement) State of ______________________ ) ) County of )

ss.:

On this _____ day of _______________, 2016, before me personally appeared ___________________, who is personally known to me or who presented a _________________ driver’s license as identification, who, as the ______________ of PANTHER HOLDINGS, a Georgia limited liability company, who executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned. In witness whereof, I have hereunto set my hand and affixed my official seal the day and year first written above.

Notary Public of State of _______________ My commission expires:

EXHIBIT A DESCRIPTION OF THE LAND

Exhibit N PSA Memo Release Form

This instrument was prepared by and after recording return to: Brent S. Gilfedder, Esq. King & Spalding LLP 1180 Peachtree Street Atlanta, Georgia 30309

TERMINATION OF MEMORANDUM OF AGREEMENT OF PURCHASE AND SALE THIS TERMINATION MEMORANDUM OF AGREEMENT OF PURCHASE AND SALE (this “Termination”), is entered into this ____ day of June 2016, but shall be effective as of _____________ 20__ (the “Effective Date”), by and between the CITY OF ATLANTA AND FULTON COUNTY RECREATION AUTHORITY, a body corporate and politic, and a political subdivision of the State of Georgia, having an office at 755 Hank Aaron Drive SW, Atlanta, Georgia 30315 (the “Seller”), and PANTHER HOLDINGS, LLC, a Georgia limited liability company, having an office at 100 Auburn Avenue, Suite 315, Atlanta, Georgia 30303 (“Purchaser”). W I T N E S S E T H:

WHEREAS, the Seller and Purchaser entered into that certain Memorandum of Agreement of Purchase and Sale, dated effective June __, 2016 and recorded in the official public records of Fulton County, Georgia in Deed Book _______, Page _______, as Instrument No. ___________________ (the “Memorandum”) affecting certain real property located in the

City of Atlanta, Fulton County, Georgia, commonly known as “Turner Field”, as said real property is more particularly described on Exhibit A attached hereto (the “Land”). NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree to enter into this Memorandum, and state the following: 6. Termination. The parties hereto agree that the Memorandum is hereby terminated, released of record and is of no further force and effect. 7. Governing Law. This Termination shall be governed by and construed and interpreted in accordance with the laws of the State of Georgia without regard to principles of law. 8. Counterparts. This Termination may be executed in multiple counterparts each of which shall constitute an original and all of which when taken together shall constitute one binding agreement. IN WITNESS WHEREOF, the parties hereto have executed this Termination to be effective as of the Effective Date.

Signed, sealed and delivered in the presence of:

Unofficial Witness

Notary Public My Commission Expires:

[AFFIX NOTARIAL SEAL]

"SELLER"

CITY OF ATLANTA AND FULTON COUNTY RECREATION AUTHORITY, a body corporate and politic, and a political subdivision of the State of Georgia

By: Name: Title:

Signed, sealed and delivered in the presence of:

"PURCHASER" PANTHER HOLDINGS, LLC, a Georgia limited liability company

Unofficial Witness

Notary Public My Commission Expires:

[AFFIX NOTARIAL SEAL]

By: Name: Title:

(Seller’s Acknowledgement) State of Georgia County of Fulton

) ) )

ss.:

On this _____ day of _______________, 2016, before me personally appeared ____________________, who is personally known to me or who presented a _________________ driver’s license as identification, who, as the __________________ of ATLANTA AND FULTON COUNTY RECREATION AUTHORITY, a body corporate and politic, and a political subdivision of the State of Georgia, who executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said body corporate and politic, for the uses and purposes therein mentioned. In witness whereof, I have hereunto set my hand and affixed my official seal the day and year first written above.

Notary Public of State of _______________

My commission expires:

(Purchaser’s Acknowledgement) State of ______________________ ) ) County of )

ss.:

On this _____ day of _______________, 2016, before me personally appeared ___________________, who is personally known to me or who presented a _________________ driver’s license as identification, who, as the ______________ of PANTHER HOLDINGS, a Georgia limited liability company, who executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned. In witness whereof, I have hereunto set my hand and affixed my official seal the day and year first written above.

Notary Public of State of _______________ My commission expires:

EXHIBIT A DESCRIPTION OF THE LAND