OPERATING 0F FOXMAN LLC a Delaware limited liability company THIS OPERATJNG AGREEMENT (this ?Agreement?) of FOXMAN LLC, a Delaware limited liability company (the ?Company?), is entered into as of September 11, 2015, and shall constitute the ?limited liability company agreement? of the Company within the meaning of Section 1 8-1010) of the Delaware Limited Liability Company Act, Title 6, Delaware Corporations Code, Section 18?101 et seq., as amended (the Except as otherwise provided in this Agreement, the default. provisions of the Act shall apply to the Company. 2. ?a Delaware corporation, shall be the sole ?member? of the Company Within the meaning of Section 123-101(11) of the Act (the ?Sole Member?). 3. The Sole Member hereby enters into and forms the Company as a limited liability company in accordance with the Act. The name of the Company shall be 4. The Company shall maintain a Delaware registered of?ce and agent for the service of process as required by the Act. In the event the registered agent ceases to act as such for any reason or the registered of?ce shall change, the Sole Member shall designate a replacement registered agent or ?le a notice of change of address, as the case may be. 5. The purpose and scope of the Company shall be to engage in such lawful activities as shall be determined by the Sole Member in its sole and absolute discretion. 6. The term of the Company began as of the date of ?ling of the certi?cate of formation for the Company in accordance with Section 18-201 of the Act and, unless otherwise speci?ed in a certi?cate of cancellation ?led by the Sole Member in respect of the Company pursuant to Section 13?203 of the Act, such term shall continue in perpetuity. 7. Title to all Company property shall be held in the name of the Company; provided, however that the Company shall make such distributions of cash andfor property to the Sole Member as the Sole Member shall from time to time determine in its sole and absolute discretion. 8. Except as otherwise required by applicable law, the Sole Member shall have no personal liability for the debts and obligations of the Company. 9. The percentage inmrests of each member in the company (the ?Membership Interests?) are set forth on Schedule 1 thereto. 10. 11.. 12. 13._ 14. 15. The Sole Member shall have no obligation to provide any contributions to the capital of 'the Company and shall make only such contributions as the Sole Member shall from time to time determine in its sole and absolute discretion. The Sole Member shall haVe no obligation to provide any services to the Company and shall provide only such services as the Sole Member shall from time to time determine in its sole and absolute discretion. The Company shall indemnify the SoleMember to the ?lliest extent permitted by law .A The Sole Member shall control the inanagem ent and operation of the Company in such manner as it shall determine in its sole and absolute discretion. The Sole Member may appoint, remove, and replace managers, of?cers and employees?of the Company from time to time in its sole and absolute discretion, with or Without cause and for any reason or no reason, and any such managers shall be ?managers? within the meaning of Section 7183402 dfttie ActJN?dt?thstanding any provision of this Agreement to the contrary, any contract, agreement, deed, lease, note or other document or instrument executed on behalf of the Company by the Sole Member shall be deemed to have been duly executed by the Company and third paities shall be entitled to rely up on the Sole Member?s power to bind the Company without otherwise ascertaining that the requirements of this Agreement have been satis?ed. if the Sole Member shall appoint one or more managers pursuant to this Section 13 to control the management and operation of the Company, the Company shall, Where relevant, be deemed a ?manager?managed? limited liability company and the full power and authority to manage the affairs of the Company shall be Vested in such managers, subject to the pOWer of the Sole Member to remove such managers. The members may take action by written consent. in lieu of a meeting to the fullest extent allowed by law. Any managers appointed pursuant to this Section 13 may take action by written consent in lieu of a meeting if such consent is executed by all of the managers then in of?ce. 4 The Company shall dissolve, and its affairs shall be wound up upon the ?rst to occur of the following: the Written consent of the Sole Member to such dissolution, the retirement, resignation, expulsion, insolvency, bankruptcy or dissolution of the Sole Member or the occurrence of any other event which terminates the continued membership of the Sole Member in the Company unless the business of the Company is continued by consent of the Sole Member within 90 days following the occurrence of any such event, or the entry of a decree of judicial dissolution under Section 18-802 of the Act. The interpretation and enforceability of this Agreement and the rights and liabilities of the Sole Member as such shall-be governed by the laws of the State of Delaware as such laws are applied in connection with limited liability company operating agreements entered into and wholly performed upon in Delaware by residents of Delaware. To the extent permitted by the Act and other applicable law, the provisions of this Agreement shall supersede any contrary provisions of the Act or other applicable law. .2. 16. I7. 18. .19. The name and mark are the property of the Sole Member. The Company's authority to use such name and mark may be withdraw] by the Sole Member at any time without compensation to the Company. Following the dissolution and liquidation of the Company, all right, title and interest in and to such name and mark shall be held solely by the Sole Member. . In the event any provision of this Agreement is determined to be invalid or unenforceable; such provision shall be deemed severed ?om the remainder of this Agreement and replaced with a valid and enforceable provision as similar in intent as reasonably possible to the provision so severed, and shall not cause the invalidity or unenforceability of the remainder of this Agreement. This Agreement may be amended, in whole or in part, only through a written amendment executed by the Sole Member. This Agreement contains the entire understanding and intent of the Sole Member regarding the Company and supersedes any prior written or oral agreement respecting the Company. There are no representations, agreements, arrangements, or understandings, oral or written, of the Member relating to the Company which are not fully expressed in this Agreement. . [Signature page follows] . IN WITNESS WI-IEREOF, the Sole Member has executed this Agreement as of the date? ?Ist above writteni. - - . a Delaware corporation By? Name: Title: Manager Company Capital Register Delaware corporation .: r1, r. EXHIBIT ACTION TAKEN ON WRITTEN CONSENT OF SOLE MEMBER 15693 395. ACTION BY WRITTEN CONSENT OF THE SOLE MEMBER 0F FOXMAN LLC a Delaware limited liability company September 11, 2015 In accordance with Section 18?302 of the Delaware Limited Liability Company Act (the ?Act?) and the Operating Agreement of FOXMAN LLC, a Delaware limited liability company (the ?Company?), the undersigned, being the sole member of the Company (the ?Sole Member?), hereby consents to the adoption of, and hereby adopts and approves the following resolutions by written consent, effective as of the date ?rst set forth above: Rati?cation of Certi?cate of Formation RESOLVED: That the Certi?cate of Formation in the form ?led with the Secretary of State of the State of Delaware by on September ll, 2015 (the ?Certi?cate of Formation?) be, and hereby is, approved, rati?ed and con?rmed in all respects as the Certi?cate of Formation of the Company. RESOLVED: That all actions taken by? or any other Authorized Signatory, as de?ned below, prior tothe date hereof with respect to formation of the Company and the ?ling of the Certi?cate of Formation be, and each hereby are, approved, rati?ed and con?rmed in all respects. Approval of Company Operating Agreement RESOLVED: That the Operating Agreementbe, and it hereby is, approved and adopted in all respects, as set forth in the form attached?hereto as Exhibit A, and containing such terms and conditions, with such changes, additions, deletions, amendments or modi?cations, as the Sole .Member deem necessary, proper or advisable, in consultation with legal counsel, with the execution and delivery thereof by the Sole Member shall be deemed to be conclusive evidence of the approval and adoption thereof by the Sole Member. RESOLVED: That the Sole Member be, and hereby is, authorized, empowered and directed, for and on behalf of the Company, to execute, deliver and- cause the performance of the Operating Agreement. . RESOLVED: That all actionstaken by the Authorized Signatory prior to the date hereof with respect to the drafting, negotiation and ?nalization of the Operating-Agreement be, and they hereby are, approved, rati?ed and con?rmed in all respects. Appointment of Manager WHEREAS: In accordance with Section 18?402 of the Act, the Sole Member may appoint, remove, and replace managers in its sole and absolution discretion. RESOLVED: That Todd Carpenter is hereby appointed as manager of the Company (?Manager?) with full power and authority to manage the affairs and operation of the Company, subject to the approval and removal by the Sole Member in its absolute discretion. RESOLVED: That effective upon the appointment of Todd Carpenter as Manager of the Company, the Company shall be deemed a ?manager-managed? limited liability company where relevant. RESOLVED: That Todd Carpenter, upon his or her appointment as Manager of the 'COmpany, be, and hereby is, authorized, empowered and directed to take or cause to be taken all such actions, and to execute and deliver or cause to be delivered all such instruments and documents as the Manager, in the name and on behalf of the Company, may deem appropriate or necessary and in accordance with the Act and any other applicable laws. Banking Resolutions RESOLVED: That the Authorized Persons, as de?ned below, are hereby authorized and directed for, in the name of and on behalf of the Company, to Open bank accounts in the Company?s name. RESOLVED FURTHER: That any two of the Authorized Persons, acting together, are hereby authorized and directed, for, in the name of and on behalf of the Company, to: l. designate as depository or depositories of funds of the Company, and to Open or close an account or accounts of the Company with, such banks, money market funds, mutual funds or other ?nancial institutions (all suchinstitutions being hereinafter referred to as ?Financial Institutions?) as the Authorized Person may deem appropriate and advisable; 2. borrow funds open and draw upon credit lines with, secure letters of credit ?om and _open or establish other credit facilities with, any Financial Institution; 3. endorse for deposit any checks, drafts, evidences of indebtedness or other similar instruments owed to the Company made payable to the order of the Company; 4. request that the Financial Institution issue letters of guarantee on behalf of the Company and that the Financial Institution be authorized to issue said bank guarantees from any of its branches upon their written instructions; - 5. sign, by manual or facsimile signature, any and all, checks, drafts and other orders for the payment of money, including orders or directions in informal or letter form, against any funds at any time standing to the credit of the Company in any account with the Financial Institution; 6. issue written, telephonic or oral instructions with respect to the transfer of ?mds of the Company on deposit with the Financial Institution (or otherwise transferable by the Financial Institution): a. by wire, automated clearinghouse or other electronic means of transfer, without any written order of the payment of money being issued with respect to such transfer or b. by check, draft or other written order fer the payment of money, whether signed by persons authorized pursuant to these resolutions or authorized by Financial Institutions; 7. - designate from time to time, in writing, Managers and employees of the Company or the Sole Member, each of such Managers and employees shall have full authority to act alone, for, in the: name of and on behalf of the Company, to perform such acts speci?ed in these resolutions as are speci?cally designated in writing by the Authorized Persons; 8. entgr into such deposit, credit and other arrangements, and execute and deliver any instruments, documents or agreements relating to or affecting and perform the Company?s obligations under, such deposit, credit or otherarrangements with any Financial Institution; - 9. Give instruction in reSpect to online banking systems and ?le transmission; and 10. do such other acts and things as are necessary-in order to ful?l the intent of the foregoing resolutions. For purposes of these resolutions, the ?Authorized Person? shall mean any of the following Managers and certain designated employees of the Sole Member, Chief Financial Of?cer, Treasurer, Assistant Treasurer, Treasury Director,TreasuIy Manager, Corporate Controller, Secretary, Assistant Secretary, and (ii) Managers of the Company (each an ?Authorized Person?). RESOLVED any two of the above Authorized Persons, acting together, are hereby authorized to execute and deliver for, in the name of, andbn behalf of the Company, any and all documents requested by the Financial Institution in relation to. any loan, letter of credit, guarantee or security agreementand to provide and perfect the said security. RESOLVED FURTHER: That any Treasurer, Assistant Treasurer and Treasury Director of the Sole Member (the ?Loan Authorized Signatory?), acting singly, is hereby authorized, 7 empowered and directed, in consultation with legal counsel, to execute and deliver for, in the name of, and on behalf cf the Company, any and all documents relating to loans between the Company and the Sole Member group companies and any and all amendments, agreements, documents, instruments and certi?cates as may be necessary to consummate the transactions contemplated thereby (collectively, the ?Inter?ompany Loan Documents?), in each case, with such changes and modi?cations as theLoan Authorized Signatory may deem necessary or advisable, in consultation with legal counsel, such determination to be conclusively evidenced by his or her execution thereof. RESOLVED FURTHER: That the foregoing resolutions, which shall supersede any prior banking resolutions, are hereby adopted as resolutions of the Sole Member and any Manager, or any other Authorized Signatory of the Sole Member is hereby authorized to certify that these resolutions have been duly adopted by the Sole Member. RESOLVED FURTHER: That any acts and deeds previously performed by the Authorized Persons and Loan Authorized Signatory prior to the date of these resolutions that are within the authority conferred in these resolutions, are rati?ed, con?rmed and approved in all reSpects as the authorized 'acts and deeds of the Company prior to the date of these resolutions and any Manager, or any other Authorized Signatory of the Sole Member is hereby authorized to do and perform or cause to be done and performed all acts, deeds and things, in the name and on behalf of the Company or otherwise as such person may deem necessary or appropriate" for the foregoing purposes. - Omnibus Res?olutibn RESOLVED: That the Manager of the Company or such other persons as may be designated by the Manager or the Sole Member (the ?Authorized Signatories? or ?Authorized Signatory?), and legal counsel to the Company, be and each of them hereby is, authorized, empowered and directed to take or cause to be taken all such further actions and to prepare, execute, deliver or cause to be delivered, and ?le all such further agreements, documents, instruments and certi?cates in the name of and on behalf of the Company and to incur and pay all such amounts, fees and expenses of the Company arising in connection with and to carry into effect each of the foregoing resolutions. RESOLVED: That the actions of any Authorized Signatories authorized by the foregoing resolutions or which would have been authorized by the foregoing resolutions except that such actions were taken prior to the adoption of such resolutions be, and they hereby are, rati?ed, con?rmed, approved and adopted as actions of the Company. [Signature page follows] IN WITNESS WHEREOF, the undersigned has executed this Action of by Written Consent of the Sole Member to be effective as of the date ?rst set forth above. SOLE MEMBER a Delaware corporation By:- - Name: Title: Manager Exhibit A Operating A grgemcnt . STATE OF TENNESSEE - Tre Hargett, Secretary of State - Division of Business Services William R. Snodgrass Tower . 312 Rosa L. Parks AVE, 6th FL Nashville, TN 37243?1102 CFS October 27, 2015 SUITE . 992 DAVIDSON DRIVE NASHVILLE. 37205 Request Type: Certi?cate of Existence/Authorization IssuancegDate: 10/27/2015 Request 0179410 Copies Requested: 1 Document Receipt Receipt 002287784 - A Filing Fee: $20.00 Payment-Account #00009 CFS, NASHVILLE, TN $20.00 Regarding:- . Foxman LLC Filing Type: Limited Liability Company Foreign I Control 816348 Formation/Quali?cation Date: 09/292015 I - Date Formed: 09/11/2015 Status: Active . Formation Locale: DELAWARE Duration Term: PerpetUal - inactive Date: CERTIFICATE OF AUTHORIZATION l, Tre Hargett, Secretary of State of the State of Tennessee, do hereby certify that effective as of the issuance date noted above Foxman LLC is a Limited Liability Company formed in the jurisdiction Set forth above and is authorized to transact business in this State; . - has paid all fees, taxes and penalties owed to this State (as reflected in the records of the Secretary of Stateand the Department of Revenue) which affect the existence/authorization of the business; has appointed a registered agent and registered of?ce in this State; has not filed an Application for Certificate of Withdrawal. Tre Hargett Secretary of State Processed By: Nichole Hambrick I Veri?cation 014193831 Phone (615) 741-6408 Fax (615) 741-7310 Website: THE INDUSTRIAL DEVELOPMENT BOARD OF THE COUNTY OF MONTGOMERY, TENNESSEE INDUSTRIAL REVENUE BONDS SERIES 2015A AND 20153 (FOXMAN LLC PROJECT) GENERAL CERTIFICATE OF THE INDUSTRIAL DEVELOPMENT BOARD OF THE COUNTY OF MONTGOMERY, TENNESSEE The undersigned of?cers, on behalf of The Industrial Development Board Of the County of Montgomery, Tennessee, a public not?for?pro?t corporation of the State of Tennessee (the "Issuer"), hereby certify as follows: 1. They are on the date hereof and were on the date or. dates of the execution of the Documents described in paragraph 4 hereof the duly elected, quali?ed and acting incumbents of the respective Of?ces of the Issuer set forth beneath their signatures hereto, and as such are familiar with the books and corporate records of the Issuer. 2. The following persons constitute the duly appointed, quali?ed and acting directors of the Issuer (the "Directors") on the date hereof: - David Chesney Chairman and Director Billy Atkins Vice~Chairman and Director Carl Wilson and Director Neisha M. Wolfe Director David Smith?eld Director - Joyce Norris Director Jeff Turner Director Suzanne Langford Director David Riggins Director Each of the Directors has at all times since his appointment been a duly quali?ed elector of and taxpayer in the County of Montgomery, Tennessee (the "County"). None of the Directors is an of?cer or employee of the County or an owner, director, of?cer or employee of oxman LLC (the "Lessee?). 3. Attached hereto as Exhibits A, B, and D, respectively, are true, correct and complete copies of: A. the Certi?cate of Incorporation of the Issuer, certi?ed by the Secretary of State of Tennessee, as in effect at all times since November 1, 2015 (the "Certi?cate of Incorporation"). B. the Bylaws Of the Issuer, as in effect at all times since November 1, 2015 (the "Bylaws"). C. the Resolution of the Board of Directors of the Issuer (the "Resolution") authorizing the issuance and sale of the Bonds, as hereinafter de?ned, and the execution and delivery by the Issuer of related documents. . D. a Notice of a regular meeting with resPect to the meeting of the Board of Directors of the Issuer held on December 21, 2015. The Resolution was duly adepted by the Issuer at a meeting duly called and held on December 21, 2015, at which meeting a quorum of the Directors was present and acting throughout. The Resolution has not been repealed, revoked, rescinded or amended in any respect and remains in full force and effect as of the date hereof. 4. The following described instruments (collectively, the "Documents"), as executed and delivered by the duly authorized of?cers of the Issuer, are in substantially the same form as submitted to the Issuer and approved by the Resolution: (3) Series 2015A Bond Purchase Agreement of even date herewith between the Issuer and Foxrnan LLC, as the purchaser (the "Purchaser") of the Series 2015A Bond (the "Series 2015A Bond Purchase Agreement"); The form of the Series 2015A Bond (the "Series 2015A Bond"); 1 - - Deed of Tiust and-Assignment of Lease, from the Issuer to a trustee for the bene?t of the Purchaser to secure payment of the Series 2015A Bond; Real Estate Lease Agreement, between the Issuer and Lessee providing for the lease of certain real property to Lessee (the "Real Estate Lease"); Series 2015,13 Bond, Purchase Agreement of even date herewith between the Issuer and the Purchaser with respebt? to the Series 2015B Bond (the "Series 2015B Bond Purchase Agreement" and together with the Series 2015A Bond Purchase Agreement, the "Bond Purchase Agreements"); (0 The form of the Series 2015B Bond (the "Series 2015B Bond" and together with the Series 2015B Bond, the "Bonds"); Security Agreement and Assignment of Lease, from the Issuer for the bene?t of the PurchaSer to secure payment of the Series 2015B Bond; (11) Equipment Lease Agreement, betWeen the Issuer and Lessee providing for the lease of certain personal property to Lessee (the "Equipment Lease" and together with the Real Estate Lease, the "Leases"); Payment in Lieu of Tax Agreement, between the Issuer and Lessee providing, among other things, for payments in lieu of taxes; Deve10pment Agreement, among Montgomery County, Tennessee, The City of Clarksville, Tennessee, the Issuer and the Lessee; Declaration of Restrictions, by the Issuer; and Amendment to Declaration of Restrictions between the Issuer and the Lessee. 5. Pursuant to Chapter 53 of Title 7 of Tennessee Code Annotated, as amended, and the Resolution, the Bonds have been duly prepared and executed on behalf of the Issuer. The Bonds, which are issued in registered form and bear interest and are payable as set forth in the Resolution, have been executed on behalf of the Issuer by the signature of its Chairman and attested by the signature of its Secretary. 6. The Bonds are the only existng obligations of the Issuer in any manner secured by or payable from the revenues and receipts derived by the Issuer from the LeaSes or all or any part of the Project, as de?ned in the Leases. 7. Each of the representations and warranties of the Issuer contained in the Documents has been examined by each of the undersigned and is true, accurate, and complete as of the date hereof. The Issuer has performed all of its obligations under the Documents required to be performed by it at or prior to the date hereof. No event has occurred and is continuing, or would result from the sale and delivery of the Bonds, which constitutes an Event of Default under the Bond Purchase Agreements or would constitute such an Event of Default but for the requirement that notice be given or time elapse or both. [Signatures appear on following page] WITNESS our signatures as of this day of Deqember, 20.15ify/??x Chairman Secretary CORPORATION ANNUAL REPORT Please return completed'form to: - TENNESSEE SECRETARY OF STATE Attn: Annual Report 312 Eighth Avenue N. 6th Floor William R. Snodgrass TDwe TIT-37243 . Annual Report Filing Fee Due: ?20, if no Changes are made In block-#6 to_the registered agentioffice. or .40, if any changes are made in block #610 the registered agentlofflce. I CURRENT FISCAL VERR CLOSING MONTH: DB BEFO E: Tl-lls REPORT IS DUE ON OH 1010-1107 (1) SECRETARY OF STATE CONTROL Number. 0076020_ (28.) STATE ORVCOUNTRY OF INCORPORATION TENNESSEE RA.) MAILING ADDRESS OF CORPORATIDN INDUSTRIAL DEVELOPMENT BOARD OF THE COUNTY OF MONTGOHERY THE 312 NADISON STREET CLARKSVILLE 1 TN 37040 NON-PROFIT ac.) ADD OR CHANGE ADDRESS: '45 54:, 5mm .3013 DICE I 774 3 70% (3) A. PRINCIPAL ADDRESS INCLUDING CITY. STATE. ZIP CODE: 312 MADISON STREET. CLARKSVILLE, TN 37040 B. CHANGE OF PRINDIPAL ADDRESS: STREET CITY STATE ZIP CODE 4 15 Carmen 50m?, .3 00 ?5 9040 (4) NAME AND BUSINESS ADDRESS. INCLUDING ZIP CODE. OF THE PRESIDENT, SECRETARY AND OTHER PRINCIPAL OFFICERS. (ATTACH ADDITIONAL SHEET IF NECESSARY.) Buslness City. State. Zip Code 4 Name Pres idem (5) BOARD OF DIRECTORS (NAMES. BUSINESS ADDRESS INCLUDING CODE. ADDITIONAL SHEET IF NECESSARY.) SAME AS ABOVE, NONE, an LISTED BELOW: Nama Buslness .Clty, Stale. Zip Code 4 . . IS) A. NAME OF REGISTERED AGENT AS APPEARS ON SECRETARY OF STATE RECORDS: g_ RICHARD BATSON - 33:1: :3 B. REGISTERED ADDRESS As APPEARS ON SECRETARY mt: 312 MADISON STREET. -. CLARKSVILLE.TN- 37040 -O C. INDICATE BELOW ANY CHANGES To THE REGISTERED AGENT NAME ANDIOR REGISTERED OFFICE. 25:; I 2(5'4 OD ?Im II.) CNANCE OF REGISTERED AGENT: - FT: '73 . 73 CHANGE OF REGISTERED OFFICE (sum Address): I jnu(CilyIIL (State) TN Coda 00 0 (Cowg? mr . I - a; :i'ri A. TNIS BOX APPLIES ONLY To NONPROFIT CORPORATIONS. OUR RECORDS REFLECT THAT YOUR NONPROFIT CORPORATION IS A I BENEFIT OR A MUTUAL BENEFIT CORPORATION AS INDICATED: - IF BLANK OR INCORRECT. PLEASE CHECK APPROPRIATE BOX: PUBLIC El MUTUAL PUBLIC 3. IF A TENNESSEE RELIGIOUS CORPORATION. PLEASE CHECK aox IF. BLANK. El RELIGIOUS SIGNATU (9) DATE (10) SIGNER Ni (11) SIGNER . - THIS REPORT MUST BE DATED AND SIGNED ,55-4444 (Rev. 11-05; INSTRUCTIONS: or 615-741-2235 RDA 1m 92385 INDUSTRIAL DEVELOPMENT BOARD OF THE COUNTY OF MONTGOMERY NAME TERM BEGAN Sammy Stool-d, Chairman - Bank 50 Franklin Street Clarksville, TN 37040 553?2027 Tom Skrodzld, Vice Chairman 51:! Georgetonrn Road TN 37043 553-8682 (B) 206-7954 (C) Dr. Sherry Hoppe, Past Chairman Austin Peay State University PO. Box 4576 Clarksville, TN 37044-4576 221-7566 BryceSandel's, Sacreiury- Treasurer Conwood Company P.O. Box 907 Clarksville, TN 37041 648-0719 2007?2008 July 2003 uly 2003 . July 2003 July 2005 TE EXPIRES June 2009 June 2009 June 2009 June 2011 Niesha M. Wolf 112 Center Points Drive Clarksville, TN 37040 552-5838 lm Coode - Cumberland Electric Membership Corp PO Box 3300 Clarksville, TN 37043 645-2481 Mark Briggs The Crusmun Building 55 N. First Street, Suite 300' Ciarksville, TN 37040 551~8888 William B. Linscoti 750 Heathen-burst Court Clarkx'ville, TN 37043 358-0050 Linda Rudolph Dr. Linda Rudolp Shady Blul?lr Trail TN 37043 647-4888 Dick Batson, Board Counsel Batson, Nolan, Brice 8: Williamson 622 Madison Street Clarksville, TN 37040 647-1501 - Feb. 2007 uly 2007 July 2007 luly 2005 July 2007 June 2011 June 2013 'June 2013 June ?10] 1 June 2013 1.383 1.81:9 CIO James A. Chavez President CEO County Economic Development Council P.0. Box 883 - TN 3704] 647-233 1 Mike Evans. Exacu?ve Director Indu_strial Development Board P.O. Box 883 TN 37041 647-80] 1 Con My Mayor Bowers P.O. Box 368 TN 37040 648-5787 Mayor Johnny Piper One Public Square - Floor TN 37040 645-7444 Cecil Morgan, Jr. Morgan Contractom, Inc. P.O. Box 746 Clarksville, TN 37041 645?4 51 7 8585 File online at: Due on/Before: 1070112012 Reporting Year: 2012 Annual Report Filian Fee Due: $20 if no changes are made in block 3 to the registered agent/o?ice, or $40 if any cha_nges are made in block 3 to the registered agent/of?ce Tennessee Corporation Annual Report Form AR Filing 03177748 Status: Com plate This Annual Report has been successfully paid for and submitted. Your Annual Report will be revieWed by Business Services and ?led within 48 hours. Please keep this report for your records. CC Payment Ref #1 147037883 808 Control Number: 76020 Corporation Non-Pro?t - Domestic Date Formed: 07/31/1963 Formation Locale: TENNESSEE (1) Name and Mailing Address: STE 300 25 JEFFERSON ST CLARKSVILLE, TN 37040-4882 (2) Principal Of?ce Address: The industrial Development Board of the Coumy JEFFERSON ST TN 37040-4882 (3) Registered Agent (RA) and Registered Of?ce (R0) Address: Agent Changed: No 121 ssno ST - RICHARD BATSON CLARKSVILLE, TN 37040-3403 - L91. H77 LUV 3# 4959-1? (4) Name and business address (with zip code) of the President, Secretary and other principal officers. (5) Board of Directors names and business address (with zip code). None) Title Name Business Address City, State, Zip Board David Chesney 2030 Queens Bluff Way Clarksviile, TN 37043 Board Billy Atkins 310 North First Street Clarksville, TN 37040 Board Mark Briggs 102 Counrty Lane Ste TN 37043 Director Linda Rudolph 811 SHADY BLUFF TRAIL TN 37043 . President Kay Drew 610 ANDERSON DRIVE CLARKSVILLE, TN 37040 Board Niesha Wolfe 112 Centrer Point Drive Clarksville, TN 37040 Vice Chair Don Jenkins 658 COLLEGE STREET CLARKSVILLE, TN 37040 Board John WCrow 675 Gip Manning Road Clarksville, TN 37043 Secretary Carl Wilson 124 CROFTON PLACE CLARKSVILLE, TN 37043 Director James A Chavez PO Box 883 Clarksville, TN 37041 Director Michael Evans PO Box 883 Clarksviile. TN 37041 County Mayor - Carolyn Bowers PO Box 368 Clarksville, TN 37041 Mayor Kim McMillan 1 Public Square - 4th Floor Clarksville, TN 37040 Beard Hall PO ox 4576 Ciarksvilie, TN 37044 Name Business Address City, State, Zip Billy Atkins 310 North First Street TN 37040 David Chesney 2030 Queens Bluff Way Clarksville, TN 37043 Mark R. Briggs 102 Counrty Lane Ste Clarksville, TN 37043 Linda Rudolph, MD 811 Shady Bluff Trail TN 37043 88-4444 Kay Drew 610 Anderson Drive Clarksville, TN 37040 Niesha Wolfe - 112 Centrer Point Drive Clarksville, TN 87040 William 750 Heatherhurst Court Clarksville, TN 37043 RDA 1673 Clarksville, TN 37040 Kim McMillan 1 Public Square - 4th Floor Don Jenkins 658 College Street John WCrow 675'Gip Manning Road Clarksville. TN 37043 Carl Wilson 124 Crofton Place Clarkeville, TN 37043 James A Chavez PO Box 883 Clarksville. TN 37041 Michael Evans PO Box 883- Clarksville, TN 37041 Carolyn BOWers 5P0 Box 368 Clarksville, TN 37041 TN 37040. Tim Hall PO 0): 4576 (6) This section applies to non-pro?t corporations ONLY. . . A- Our records re?ect that your non-pro?t corporation is a public benefit or a mutual bene?t corporation as indicated. it blank or incorrect, please check appropriately: __Public B. if a Tennessee religious corporation. please check here if blank: __Religiou5 (7) Signature: Electronic (9) Type/Print Name: Cortney Williamson Clarksville. TN 37044 09119r20i211:53 AM (1 D) Title: Accounting Assistant RDA 1578 RESOLUTION RELATING TO ISSUANCE OF INDUSTRIAL REVENUE BONDS, SERIES 2015A AND 2015B (F OXMAN LLC PROJECT) WHEREAS, the Board of Directors of The Industrial Development Board of the County of Montgomery, Tennessee (the "Board") has met pursuant to pr0per notice; and WHEREAS, to induce Foxman LLC, a Delaware limited liability company and any af?liates thereof ("Lessee"), to acquire, renovate, construct and equip a facility for use in connection with Lessee?s information technology Operations in Montgomery County, Tennessee (the "Project"), the Board will acquire certain real and personal property located in Montgomery County, Tennessee, and the Board will lease said property to Lessee on the terms and conditions hereof; and WHEREAS, to obtain funds for such purposes, Lessee has now requested the Board to issue its Industrial Revenue Bond, Series 2015A oxrnan LLC Project) (the "Series 2015A Bond") in a principal amount not exceeding $1,000,000,000 in order to ?nance real property related costs incurred by Lessee in connection with the Project and its Industrial ReVenue Bond, Series 2015B (Foxrnan LLC Project) (the "Series 2015B Bond" and together with the Series 2015B Bond, the "Bonds") in a principal amount not exceeding $1,000,000,000 in order to ?nance personal property related costs incurred by Lessee in connection with the Project; and WHEREAS, there have been submitted to the Board the forms of the following instruments which the Board proposes to execute to carry out the transactions described above, copies of which instruments shall be ?led with the records of the Board: Series 2015A Bond Purchase Agreement between the Board and Lessee as the Purchaser of the Series 2015A Bond; The form of the Series 2015A Bond; (0) Deed of Trust and Assignment of Lease, from the Board to a trustee for the bene?t of Lessee to secure payment of the Series 2015A Bond; . Real Estate. Lease Agreement, between the Board and Lessee providing for the lease of certain real property to Lessee; Series 2015B Bond Purchase Agreement between the Board and Lessee as the Purchaser of the Series 2015B Bond; The form of the Series 2015B Bend; Security Agreement and Assignment of Lease, from the Board for the bene?t of Lessee to secure payment of the Series 2015B Bond; Equipment Lease Agreement, between the Board and Lessee providing for the lease of certain personal property to Lessee; Payment in Lieu of Tax Agreement, between the Board and Lessee providing, among other things, for payments in lieu of taxes; 0) Development Agreement among Montgomery County, Tennessee, The City of Clarksville, Tennessee, the Board and the Lessee; Declaration of Restrictions by the Board; and (1) Amendment to Declaration of Restrictions between the TDB and Lessee (collectively, the "Documents"). NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE INDUSTRIAL DEVELOPMENT BOARD OF THE COUNTY OF MONTGOMERY, TENNESSEE: 1. It is hereby found and determined that the acquisition and ownership of the Project will promote industry, trade, commerce and housing in the State of Tennessee and will increase employment opportunities in Montgomery County, Tennessee. 2. The Chairman or Vice Chairman of the Board is hereby authorized and directed to execute, and where requested, the Secretary or Assistant Secretary is authorized to attest, and any of?cer of the Board is authorized and directed to deliver the Documents to the other parties thereto. 3. The Documents shall be in substantially the forms submitted, which are hereby approved, with such completions, omissions, insertions and changes as may be approved by the of?cers executing them, his or her execution to constitute conclusive evidence of his or her approval of any such omissions, insertions and changes. 4. The of?cers of the Board are hereby authorized and directed to execute, deliver and ?le such othercerti?cates and instruments and to take all such further action as they may consider necessary or desirable in connection with the consummation of the transactions described above. 5. Any authorization herein to execute any document shall include authorization to record such document where appropriate. 6. All other acts of the of?cers of the Board which are in conformity with the purposes and intent of this resolution and in ?ntherance of the issuance and sale of the Bonds and the ?nancing of the Project are hereby approved and con?rmed. (signature page follows) I hereby certify that attached hereto is a resolution of The Industrial Development Board of the County of Montgomery, Tennessee, duly and lawfully adopted by its Board of Directors on December 2015, at a meeting at which a quorum was acting throughout and I furthermore certify that such resolution has not been amended or modi?ed in any respect. THE INDUSTRIAL DEVELOPMENT BOARD OF THE COUNTY OF MONTGOMERY, TENNESSEE Secretary EXHIBIT NOTICE OF MEETING 14604794.? IN LIEU OF TAX AGREENIENT 1 THIS PAYMENT IN LIEU OF TAX AGREEMENT (this "Agreemen is entered into as of this if: day of December, 2015 (?Effective Date?) by and between FOXMAN LLC, a Delaware limited liability company ("Company"), and THE INDUSTRIAL DEVELOPIVIENT BOARD OF THE COUNTY OF MONTGOIVLERY, TENNESSEE, a public, not?for?pro?t corporation organized under the laws of the State of Tennessee (the "Board"). In consideration of the premises set forth in Section 1 of this Agreement, the mutual covenants set forth herein and other good and valuable consideration, the receipt and su?iciency of which are hereby acknowledged, the parties hereby agree as follows: 1. Preliminary Statements. Among the matters of mutual inducement which have resulted in the execution of this Agreement are the following: The Board is authorized by the laws of the State of Tennessee, speci?cally, i_n_t?r, Lia, Tennessee Code Annotated Section 7?53?305, being a provision of the Tennessee Industrial Development Corporations Act (the to acquire title to real and personal property; (ii) enter into leases to others with reSpect to such real and personal pr0perty; issue its industrial development revenue bonds or notes to ?nance a portion of the costs of acquisition of such real and personal preperty; and (iv) negotiate and accept payments in lieu of ad valorem taxes from lessees with respect to such real and personal property. Pursuant to such authority, the Board has heretofore acquired title to the land located in Montgomery County, TenneSSee more particularly described on Exhibit A?l (the ?Complete (ii) leased the Complete Tract to L.L.C. pursuant to that certain Ground Lease Agreement dated as of January 30, 2009 (the ?Existing Ground Lease?); leased a facility constructed on the Complete Tract (the ?Existing Facili??) to Hemlock Semiconductor, L.L.C. (?Hemlock?) pursuant to that certain Facility Lease Agreement dated as of January 30, 2009 (the ?ExistingFacility: Lease?); (iv) issued to its Industrial Development Revenue Note, Series A Project) in the principal amount not exceeding $155,000,000 (the ?Existing Series A Note?) to ?nance the acquisition of the Complete Tract; issued to Hemlock its Industrial Development Revenue Note, Series (Hemlock Project) in the principal amount not exceeding $700,000,000 (the ?Existing Series Note?) to ?nance the construction and acquisition of the Existing Facility, (vi) acquired title to certain personal property used in connection with the facility subject to the Existing Ground Lease and the Existing Facility Lease; (vii) leased such personal property to Hemlock pursuant to that certain Equipment Lease Agreement dated as of January 30, 2009 (the ?Existing Equipment Lease?); and issued to Hemlook its Industrial Development Revenue Note, Series (Hemlock Project) in the principal amount not exceeding $3,800,000,000 (the Existing Series Note and, with the Existing Series A Note and the Existing Series Note, the ?Existing Notes?) to ?nance the acquisition of such equipment?. (0) Pursuant to such authority and in order to inducethe Company to purchase and acquire from and Hemlock their entire interest in the portion of the Complete Tract more particularly described on Exhibit (the ?Initial Tract?) and other real and personal preperty subject to the Existing Ground Lease and the Existing Facility Lease located on the Initial Tract and their interest in certain of the personal property subject to the Existing Equipment Lease and to construct, equip and operate the Initial Facility (as hereinafter de?ned), the Board, and Hemlock have agreed to terminate the Existing Ground Lease, the Existing Facility Lease, the Existing Equipment Lease, and the Existing Notes, and the Board has agreed to enter into a Real Estate Lease Agreement with the Company (or an af?liate of the Company designated by the Company) (the ?New Real Estate Lease?) with respect to the Initial Tract and real property currently subject to the Existing Ground Lease and the Existing Facility Lease located on the Initial Tract; (ii) issue to the Company (or to an af?liate of the Company designated by the Company) its Industrial Development Note, Series 2015A (Foxman LLC Project) in the aggregate principal amount speci?ed by the Company (the ?New Series A Note?) to imprOVe the Initial Tract and ?nance the construction and acquisition of the Initial Facility and Additional Facility, acquire from time to time the Equipment (as hereinafter de?ned) and lease such equipment to the Company pursuant to an Equipment Lease Agreement (the ?New Equipment Lease?); (iv) issue to the Company (or to an af?liate of the Company designated by the Company) its Industrial Development Note, Series 2015B (Foxman LLC Project) in the aggregate amount specified by the Company (the ?New Series Note? and, with the New Series A Note, the ?New IDB Notes?) to ?nance the acquisition of the Equipment; and enter into this Agreement. Pursuant to Resolution No. 88-9-9, as amended (the "Resolution"), the Board of County Commissioners of Montgomery County, Tennessee (the ?County? has delegated to the Board the authority to negotiate and accept payments in lieu of ad valorem taxes from lessees such as the Company; and The Board is an instrumentality of the County and is performing a public purpose on its behalf; and The Board has found, based upon information and factors deemed relevant by it, that the Board?s agreement to accept payments in lieu of taxes from the Company with respect to the Project will be in furtherance of the Board's public purposes of maintaining and increasing employment opportunities (as set forth in Tenn. Code Ann. 7?53?102) and other public purposes of the Board set forth in the Act and described in the Resolution; and The Board hereby acknowledges that the execution and delivery of this Agreement has been and is an essential and material inducement to the Company in its determination to acquire and operate the Project in the County. 2. De?nitions. In addition to the terms de?ned in the first paragraph of this Agreement and in Section 1, the terms set forth below will have the following meanings for purposes of this Agreement: ?Abatement Year? means with resPect to the Land and the Initial Facility, each full calendar year after the earlier of the year in which the Commencement of Operations Date occurs and the third anniversaiy of the Effective Date; (ii) with respect to any Additional Facility, each full calendar year following the year in which such Additional Facility becomes fully operational; and with respect to each Equipment Tranche, each full calendar year following the year in which the Board obtains title to the Equipment included in such Equipment Tranche. Anything elsewhere in this Agreement to the contrary notwithstanding, no calendar year after 203 8 will be an Abatement Year. ?Additional Facility? means any newly-constructed building and other new real property improvements to be constructed on the Land or any signi?cant expansion of the Initial Facility or any other Additional Facility and including any replacement of the Initial Facility or any Additional Facility. For these purposes, a signi?cant expansion shall mean an expansion that increases the square footage of the Initial Facility or any Additional Facility by more than 10% or entails expenditures in excess of $20,000,000 (Twenty Million). ?Airgas? means Airgas Merchant Gases, LLC, a Delaware limited liability company and its successors and assigns. ?Airg as Purchase? means the Company?s purchase of the interest of Airgas and/or Hemlock in the Airgas Tract pursuant to the Airgas ROFO or otherwise. ?Airgas Trac means the Complete Tract, less the Initial Tract. ?Airgas means the Company?s right of ?rst opportunity to acquire the interest of Hemlock or Airgas in the Airgas Tract under that certain Utility Services Agreement dated as of December 22, 2015, among Hemlock, Airgas Merchant Gases, LLC and the Company. ?Commencement of Operations Date? means the date designated by the Company in a written notice delivered to the Board after which the Initial Facility has become fully operational. ?Direct~hire Target? means 34 direct-hire employees working a minimum of thirty~seven and one half (37 1/2) hours per week. ?Emploment Target? means seventy (70) FTEs at the Project. guipmen means the equipment and other personal property acquired by the Board ??om time to time in connection with the Project and leased to the Company under the New Equipment Lease, including equipment and other personal property acquired in replacement or addition to such previously acquired equipment and personal property. ?Equipment Tranche? means all Equipment acquired by the Board for lease to the Company pursuant to the New Equipment Lease in a particular calendar year. (1) ?ms? means full-time equivalent employees, including direct-hire employees, contract, leased, or temporary workers, and part?time employees. Any contract, leased or temporary workers will be counted on the same basis as direct-hire employees, and part?time employees will be counted based On the fraction equal to the number of hours per week divided by forty (40). The number of FTEs shall be calculated as of December 31 of each Abatement Year. (In) ?lDB/Hemlock Airgas Lease? means that certain Amended and Restated Ground Lease Agreement of even date herewith between the Board and Hemlock providing for the lease by the Board to Hemlock of the Airgas Tract. (11) ?Initial acili?? means the ?rst operational building or buildings and other real property improvements to be constructed on the Initial Tract for uSe in connection with the Company?s information technology operations, including any demolition and reconstruction or other re-use of the Existing Facility and including replacements thereof and improvements thereto (other than any Additional Facility), including, without limitation, after the Airgas Purchase, any real property improvements located on the Airgas Tract. (0) ?Investment Targe means Project Expenditures of $600,000,000.00. ?Land? means prior to the Airgas Purchase, the Initial Tract, and (ii) after the Airgas Purchase, the Complete Tract. has the meaning ascribed thereto in Section 4. ?Projec means the Land, the Initial Facility, any Additional Facility and each Equipment Tranche. - ?Project Expenditures? means capital expenditures made by or on behalf of the Company with respect to the acquisition, construction and equipping of the Project, including, without limitation, all amounts paid to or for the bene?t of Hemlock or in connection with the acquisition of their interests in the Existing Ground Lease, the Existing Facility Lease and the Existing Project. ?Real Propemj? means the Land, the Initial Facility and any?Additional Facility. (11) ?Standard County Tax? means, with reSpect to any portion of the' Project, the amount of ad valorem tax that the Company would be required to pay to the County with respect to the Project if the Company owned such pr0perty rather than the Board. 3. Nature of the PILOTs. The PILOTs provided for herein shall be paid by the Company in lieu of all ad valorem taxes, both on real and personal property, whether presently in effect or hereafter imposed on any portion of the Project or any component thereof (including, without limitation, any tax on the real preperty, enhancements, additions, expansions, improvements, buildings, equipment, replacement equipment, and any other tangible real or personal property ?om time to time subject to the Lease) during the term of this Agreement, by or on behalf of the County, any school district located within the County, or any subdivision or instrumentality of any of them or any of their resPective successors. The PILOTs will relate to the Project in its scope and con?guration as of the effective date of the Lease, and to all replacements, expansions, additions, enhancements and improvements subjected to the Lease during the term thereof, including, without limitation, the Complete Tract and any related real property, following the Airgas Purchase. The Board will cooperate with the Company to allow the Company to obtain any applicable iHVestment tax or other credits available under federal and state tax laws. 4. Amount of PILOTs. Subject to the provisions of Sections 4(d) through and Section 5 below, the Company agrees to make payments in lieu of all ad valorem taxes (the to the County in an amount equal to the Sum of the separate amounts determined by reference to the following chart for each of the Land, the Initial Facility, each Additional Facility and each Equipment Tranche: Standard County Tax multiplied by: With respect to the With respect to each With respect to Land Applicable Year Initial Facility and any Equipment Tranche: Additional Facility: Prior to Abatement 0% 0% 0% Year 1 - Abatement Year 1 0% 0% 0% Abatement Year 2 0% 0% 0% Abatement Year 3 0% 0% I 0% Abatement Year 4 0% 0% - 0% Abatement Year 5 50% 20% 0% Abatement Year 6 50% 20% 0% Abatement Year 7 5 0% 20% 0% Abatement Year 8 50% 20% 0% Abatement Year 9 50% 20% 0% Abatement Year 10 60% 20% 0% Abatement Year 11 60% 20% 0% Abatement Year 12 60% 20% 0% Abatement Year 13 70% 20% 0% Abatement Year 14 70% 20% 0% Abatement Year 15 80% 20% 0% Abatement Year 16 80% 20% 0% Abatement Year 17 80% 20% 0% Abatement Year 18 90% 20% 0% Abatement Year 19 90% 20% 0% Abatement Year 20 and 100% 100% 100% thereafter [Intentionally omitted] In furtherance of the agreements in this Section 4, the Company and the Board agree that the Board, in cooperation with the Company, shall cause the Land, the Initial Facility, each Additional Facility and the Equipment to be valued and assessed separately by the assessor or other of?cial or of?cials charged with the responsibility of assessing privately owned commercial property in the area where the Project is located at the time such privately owned pr0perty is valued or assessed. The Company, in c00peration with the Board, shall cause to be applied to the appropriate taxable value of the Land, the Initial Facility, each Additional Facility and the Equipment the tax rate or rates that would be applicable for state and local tax purposes if such property were then privately owned, and shall cause the county trustee or other of?cial or of?cials charged with the responsibility of collecting taxes to submit annually to the Company a statement of the taxes which would otherwise then be chargeable to each of the Land, the Initial Facility, each Additional Facility and the Equipment as permitted under applicable law. The amount of any PILOTs with respect to the Land, the Initial Facility, each Additional Facility and the Equipment shall be prorated on a daily basis for any year in which this Agreement is in effect (or otherwise applicable) for less than the entire year with respect to each such portion of the Project. The parties acknowledge that under present law there is no occasion to prorate the Standard County Tax as it relates to Equipment, but in the event of a change in law or the interpretation thereof such that proration would be applicable to Equipment, the amount of PILOTS for the Equipment shall be prorated in the same manner as PILOTs for the Real Property as permitted under applicable law. Any disputes with respect to the determination of the amount of the PILOTs to be made hereunder for a given year shall be resolved in accordance with the procedures for resolving disputes regarding property taxes then in effect as though the Company were the holder of the legal title to the Project and the Project were subject to taxation. It is Speci?cally understood and agreed that the Company and the Board shall have recourse to the State Board of Equalization with respect to any determination of the amount of the to be made hereunder and/or the Company or the Board may ?le a declaratory judgment action or other action in the Chancery Court of Montgomery County, Tennessee, or in other courts of competent jtuisdiction in Montgomery County, Tennessee, with respect to such matters or other matters arising under this Agreement. The parties acknowledge and agree that the preceding sentence is subject to the jurisdictional limitations of the State Board of Equalization and the Chancery Court and other courts sitting in Montgomery County, Tennessee, and that this Agreement does not obligate such Board or any such court to accept jurisdiction over matters as to which it has no law?il jurisdiction. The Company agrees to provide a cepy of any such written determination from the State Board of Equalization to the Montgomery County Of?ce of Accounts and Budget. In the event that the leasehold interest of the Company in the Project or any part thereof is subject to ad valorem taxation, the amount of such tax shall be a credit against the PILOTs due from the Company with respect to the year for which such tax is payable and, to the extent that the amount of tax exceeds the PILOTS for such Abatement Year, shall be carried forward in ?rture Abatement Years. The Board agrees to cooperate with the Company to minimize the likelihood that any such tax on the leasehold interest of the Company will be imposed, which cooperation will include increasing the principal amount of the New IDB Notes and the payments to be made with resPect thereto at the request of the Company in connection with the undertaking of any Additional Facility or the acquisition of additional Equipment. In the event the Company makes a public announcement prior to the occurrence of the Commencement of Operations Date that it will not develop the Initial Facility, the Company agrees to make PILOTs to the County in an amount equal to 100% of the Standard County Tax for the Land and any improvements for the period beginning with the date of such announcement. . Additional Adjustments to PILOTs. The are subject to adjustment as set forth in clauses and below. The Investment Target will represent one half of the weighted value in determining any adjustment, and the Employment Target will represent the remaining one half of the weighted value in determining any adjustment, all as set forth and in accordance with clauses and beloweach Abatement Year beginning with and following the Abatement Year 5 with respect to the Land and the Initial Facility, the Company has not made aggregate Project Expenditures in an amount equal to or greater than the InVestment Target, then: the PILOTs payable with respect to each such Abatement Year will be calculated by increasing the percentages (but in no case to above 100%) for each such Abatement Year in the chart in Section 4(a) by a number of percentage points equal to 50% of the product of one minus each percentage shown in the chart for such Abatement Year, multiplied by a fraction equal to (A) the difference between the Investment Target and the amount of cumulative Project Expenditures made as of the end of such year, divided by (B) the Investment Target; and (ii) each of the PILOTS for Abatement Years 5, 6, 7, 8, and 9 with respect to the Land and the Initial Facility (but not for any subsequent Abatement Years), shall be increased by an amount equal to one?fifth of the difference between the sum of the PILOTS that would have been payable by the Company hereunder prior to the Abatement Year 5 with respect to the Land and the Initial Facility if the percentages shown in the chart in Section 4(a) were increased as described in Section above and the sum of the PILOTs previously paid with respect to such yearseach Abatement Year beginning with and following the Abatement Year 5 with respect to the Land and the Initial Facility the Company has not achieved or maintained both the Direct?hire target and 70% or more of the Employment Target, then: the PILOTs payable with respect to each such Abatement Year will be calculated by increasing the percentages (but in no case to above 100%) for each such Abatement Year in the chart in Section 4(a) by a number of percentage points equal to 50% of greater of i) the product of one minus each percentage shown in the chart for such Abatement Year, multiplied by a fraction equal to (A) the difference between the Direct-hire Target and the number of direct-hire employees at the Project as of the end of such Abatement Year, divided by (B) the Direct-hire Target; or ii) the product of (2) one minus each percentage shown in the chart for such Abatement Year, multiplied by a ?action equal to (A) the difference between the Employment Target and the number of FTES at the Project as of the end of such Abatement Year, divided by (B) the Employment Target (provided, however, that the amount determined in this subsection ii) shall be deemed to be zero if the Company has achieved 70% of the Employment Target for the relevant period); and (ii) each of the PILOTs for Abatement Years 5, 6, 7, 8, and 9 with resPect to the Land and the Initial Facility (but not for any subsequent Abatement Years), shall be increased by an amount equal to one-fifth of the difference between the sum of the PILOTs that would have been payable by the Company hereunder prior to the Abatement Year 5 with resPect to the Land and the Initial Facility if the percentages shown in the chart in Section 4(a) were increased as described in above and the sum of the PILOTs previously paid with respect to such years. No later than February 28th, of each year commencing with February 28th following the Abatement Year 5 with respect to the Land and the Initial Facility through and including the year in which the Company has made Project Expenditures in an amount equal to or greater than the Investment Target, the Company shall ?le with the Board and Montgomery County Of?ce of Accounts and Budget, written notice of the amount of Project Expenditures that haVe been made by the Company through the end of the prior year. No later than February 28th, of each year commencing with February 28th following the year in which the fifth anniversary of the Commencement of Operations Date occurs, the Company shall ?le with the Board written notice of the number of FTEs and direct-hire employees as of the end of such year. Set forth on Exhibit for illustrative purpOSes only are examples of the manner in which the adjustments under this Section 5 will apply. Nothing in the examples on Exhibit is intended to change any of the provisions of this Section 5. 6. Term. This Agreement shall become effective and its term shall begin as of the date hereof and shall expire upon the earlier to occur of either the Company or its assignee taking legal title to the Project by the exercise of its purchase Options under the New Real Estate Lease and the New Equipment Lease or the New Real Estate Lease and the New Equipment Lease otherwise having expired and not been renewed or replaced. 7. Application of PILOTs. All due hereunder with respect to any calendar year or portion thereof shall be paid to the Montgomery County Of?ce of Accounts and Budget on or before February 28 of the following calendar year. 8. Representations and Warranties. The Company hereby represents and warrants that it is a limited liability company duly organized and validlyexisting under the laws of Delaware and has all requisite power and authority to enter into this Agreement, (ii) this Agreement and the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Company, and this Agreement constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with the terms hereof. The Board hereby represents and warrants that it is a public, not?for?pro?t corporation organized under the laws of the State of Tennessee, and has all requisite corporate power and authority to enter into this Agreement, (ii) this Agreement and the transactions contemplated hereby have been duly and validly authorized by all necessary corporate, governmental or other action on its part, and this Agreement constitutes the valid and binding obligation of the Board, enforceable against the Board in accordance with the terms hereof. 9. Further Acts; Enforceabilitl. To the extent permissible by law, the parties hereto agree to take such actions, adOpt such resolutions and enter into such further agreements as may be necessary, or reasonably requested by any party to this Agreement, to effect the intent of this Agreement. The parties recognize and acknowledge that it is their intention that the provisions of this Agreement shall be enforced to the fullest extent permissible under the laws and public policies of the State of Tennessee, but that the unenforceability (or the modi?cation to conform with such laws or public policies) of any provisions hereof shall not render unenforceable or impair the remainder of this Agreement. Accordingly, if any provision of this Agreement shall be determined to be invalid or unenforceable, either in whole or in part, this Agreement shall be deemed amended to delete or modify, as necessary, the offending provisions and to alter the balance of this Agreement in order to render the same valid and enforceable to the fullest extent permissible as aforesaid. 10. Assignment and Use. The Company, at its election, may, assign its interest in this Agreement or the bene?ts hereunder, in whole or in part, to any af?liate of the Company, its successor and assigns or to any entity to which it assigns the New Real Estate Lease or the New Equipment Lease or sublets any portion of the Project. Additionally, the parties agree that any entity that leases, subleases or otherwise holds an interest in any portion of the Project, including as a mortgagee of the Board?s or the Company?s interest in the Project, shall be a third party bene?ciary of this Agreement. 11. Operation of Project. The parties acknowledge and agree that by entering into this Agreement, the Company is not agreeing to continuously operate the Project during the Term and that the Company may discontinue operations at the Project at any time. Notwithstanding the foregoing, the Company acknowledges that the amount of the annual PILOTs that it or its successors or assigns shall be required to make with respect to a given year is subject to the provisions of Section 5 hereof. 12. No Obligation to Develop Project. The Board acknowledges and agrees that the Company?s decision to acquire, construct or equip any portion of the Project shall be based on the Company?s sole discretion. Notwithstanding the foregoing, the Company acknowledges that the amount of the annual PILOTs that it or its successors or assigns shall be required to make with respect to a given year is subject to the provisions of Section 5 hereof. I 13. Economic Development Agreement Report. The Company shall within ten days of the date hereof cause a copy of this Agreement to be flied with the County Executive of the County and with the Comptroller of the Treasury, together with the cost?bene?t analysis attached hereto as Exhibit as required by Tennessee Code Annotated Section 7?53 ?3 05(b). 14. Annual Reports. The Company shall on or before October 1 of each year submit to the State Board of Equalization the annual report required by T.C.A. Section and shall on or before October 15 of each year ?le such report with the Tax Assessor of the County as required by T.C.A. Section I 15. Con?dentiality; Non?disclosure. Trade Secret Protection. Both parties to this Agreement acknowledge and agree that the Company has advised the Board, and that the Board understands and agrees, that any and all information contained in this Agreement, and/or any related agreement, exhibit, schedule or other writing in whatsoever way related to the Project, including, without limitation, the number of employees projected to be hired or actually hired to Operate the Project, capital investment by the Company in the Project, the relative proportion of real versus personal preperty invested (or any subcomponents thereof), and the assessed value of either real or personal property as a component of the total assessed value of the Project, are, will be and were submitted in confidence voluntarily by the Company to the Board, are competitively sensitive in nature and as such are, and shall be, to the maximum extent provided by law, considered to be ?trade secrets? (?Trade Secrets?) under the Uniform Trade Secrets Act, Tennessee Code Annotated Sections 47?25n1701 gt sEq. (the ?Trade Secrets Act?) and exempt by statute from disclosure by the Board under any public records or similar law, including, without limitation, the provisions of Title 10, Chapter 7 of Tennessee Code Annotated (the ?Public Records Act?), in that all such information referenced herein is commercially valuable to the Company and constitute a design, plan, formula, process or device used for the making, preparing or processing of valuable proprietary products resulting from regular and ongoing innovation by the Company. Without limiting the forgoing, both parties agree that the items Contained in reports provided pursuant to Section 5(d) have been identi?ed by the Company as its Trade Secrets and, therefore, such reports shall not be released to a third party under any circumstances without the prior written approval of the Company except pursuant to a valid and enforceable order of a court of competent jurisdiction, the issuance of which the Board agrees to use its best efforts legally permissible in order to assist the Company in opposing. The Board understands and agrees that the Trade Secrets Act shall be liberally construed in favor of non-disclosure of any Trade Secret by the Board to the maximum extent allowed under Tennessee law. The Board further understands and agrees that the Public Records Act shall likewise be construed in favor of nondisclosure of any Trade Secret by the Board to the maximum extent allowed under Tennessee law. Without limiting the foregoing portions of this Section 15, the Board further understands and agrees that in addition to being a Trade Secret, any and all information contained in this Agreement, or any related agreement, exhibit, schedule or other writing, contain and are comprised of proprietary commercial or ?nancial information obtained directly from the Company, which are privileged or con?dential in nature, the disclosure of which would be detrimental to the ability of the Company to compete and maintain its place in the industry and as such are further exempt from disclosure under the Public Records Act. Furthermore, the disclosure of this information would be detrimental to the Board, and to the best interest of the public, in efforts to negotiate agreements regarding future economic development projects. For these reasons, the information contained in this Agreement, or any related agreement, exhibit, schedule or other writing, has been provided and exchanged with the express expectation that it will be maintained by the Board in a con?dential manner- Accordingly, each Party hereto agrees to treat, and to cause its respective of?cers, directors, employees and agents to treat, as strictly con?dential and to limit, to the fullest extent permitted by law, any release of information related to or pertaining to this Agreement or any related agreement, exhibit, schedule, or other writing, its or their terms, and the Parties hereto or thereto. Furthermore, the Board agrees that it shall not attach a cepy of this Agreement to any public notice or present this Agreement for review in any public forum or provide a copy or disclose the terms or conditions of this Agreement to any third party, except as and when the same may be required by law or by the order of a court of competent jurisdiction (the Board agreeing to use its best efforts legally permissible in order to assist the Company in opposing the issuance of such an order), (ii) as may be necessary for the Board to perform its obligations under this Agreement, or as part of a press release or announcement issued as agreed upon by the Company and the Board in an advance writing, which agreement, the Company may, in its absolute and sole discretion, withhold. Before any disclosure is made by the Board pursuant to clauses (ii) or above, the Board, as apprOpriate, shall provide reasonable advance written notice to the Company and the Company may, to the extent permitted by law, require any third party to which the disclosure will be made to enter into a con?dentiality agreement (obligating the third party to keep the terms, conditions and existence of this Agreement con?dential). Specifically, and without limiting the foregoing, the Board shall provide to the Company, Within forty?eight (48) hours of receipt of any public records request for documents relating to this Agreement or the Project, written notice of such public records request and shall indicate in such notice whether or not it intends to comply with such public records request. If the Board indicates that it does intend to provide any documents in response to such public records request, it shall ?rst give the Company thirty (3 0) days within which to seek a judicial injunction or restraining order before delivering such documents; (ii) delete or otherwise redact any Trade Secrets identi?ed by the Company in written notice provided to the Board and shall do so with the assistance andfor consultation of the Company, and with the Company?s pre~approval of the actual content to be discloscd, and provide to the Company a c0py of any material subsequently disclosed to a third party. 10 Disclosure of Information in Civil Actions. If the Board is named as a defendant in any civil action commenced to compel the production or disclosure of information related in any way to this Agreement or the Project at any time and the Board is entitled or required by law to postpone the delivery or disclosure of such information, or (ii) the information sought in the action has been identi?ed by the Company as a Trade Secret of the Company or otherwise privileged or con?dential, with any such civil actions hereafter referred to as an ?Action,? the Board shall immediately notify the Company of the commencement of such Action. For purposes of clarity, to qualify as an Action hereunder, the complaint naming the Board as a defendant must include a request or demand for the Board to disclose information that has been identi?ed by the Company as a Trade Secret or otherwise privileged or con?dential or that the Board is otherwise prohibited from disclosing under Tennessee law. The Company agrees to indemnify and hold the Board, its directors, officers and employees, harmless from and against any and all expenses or damages incurred by the Board arising from any Action ?led in a court of competent jurisdiction. In the event of any such Action, the Board shall at the cost of the Company, including reasonable attorney fees, vigorously defend the same in consultationlwith the Company and, upon Company?s request, turn over the, defense of such Claim to the Company, (ii) keep the Company informed of developments in such litigation and consult with the Company before taking any position or making any decision that might materially affect the Company?s interests in such matter, so long as there is a reasonable basis in law and fact for defending such action. In determining whether there is a reasonable basis in law and fact for refusing to deliver any record in response to request therefor, the Board may rely conclusively on the advice of counsel. The Company, at its option and sole discretion, has the right, in lieu of providing indemni?cation, to choose Counsel for the defenSe of such Action against the Board, and if the Company chooses to do so, the Company shall be directly responsible for paying the selected counsel?s fees. The Company?s indemnity obligation hereunder shall not apply in the event of any breach of con?dentiality of the Board?s obligations pursuant to Section 15(a). (0) Identi?cation of Documentation. Company shall mark or clearly stamp for identi?cation all documents delivered to the Board, the Board?s attomey, the Montgomery County Trustee, the Montgomery County Assessor of Property, or the Director of the Montgomeiy County Office of Accounts and Budgets, related to the Project or this Agreement deemed by Company to contain Trade Secrets, or to otherwise be treated as con?dential, in order for such documents or information to be eligible for the protection set forth herein for Trade Secrets. Non?Disclosure Agreements. The provisions of this Section 15 are in addition to and not in lieu of the obligations of the Board under any non?disclosure agreements entered into by the Company or by any af?liate of the Company with the Board, its of?cers, employees or agents (the ?m Disclosure Agreements?). The Board covenants, reaf?rms and agrees that the terms of such Non- Disclosure Agreements remain in full force and effect during the term of this Agreement. (6) Survivability_and Applicability. The provisions of this Section 15 shall surviVe the termination or expiration of this Agreement and shall apply to any other agreement, exhibit, schedule or other writing related in any way to the Project exchanged or entered into by the parties to this Agreement. 16. Headings. The headings herein are for convenience of reference only and shall not be deemed to be part of the substance of this Agreement. 17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Tennessee. 11 18. Counterparts. This Agreement may be executed in two or more counterparts which together shall constitute a single instrument. l9. Entire Agreement; Amendment. This Agreement Sets forth the entire agreement among the parties with reSpect to the subject matter hereof. This Agreement may be changed or supplemented only by a written agreement signed by all parties hereto. 20. Noticcs. All notices, certi?cates, demands, requests, consents, approvals and other similar instruments under this Agreement shall be in Writing, and shall be deemed to have been properly given and received if sent by United States certi?ed or registered mail, postage prepaid, when delivered at the address speci?ed if to the Company addressed to the Company, at 0/0 Corporation Services Company, 2711 Centerville Road, Suite 300, Wilmington, Delaware 19808, Attention: General Counsel, or at such other address as the Company from time to time may have designated by written notice to Board, with a copy to Bass, Berry Sims PLC, 150 Third AVenue South, Suite 2800, Nashville, Tennessee 37201, Attention: Stephen J. JaSper; if to the Board addressed to the Board at 25 Jefferson Street, Suite 300, Clarksville, Tennessee 37040, Attention: Chairman, or at such other address as the Board may have designated from time to time by written notice to the Company; and if to the Montgomery County Of?ce of Accounts and Budget at 1 Millennium Plaza, Suite 201, 199 2ml Street, Clarksville, Tennessee 37040, Attention: Director, or at such other address as the Board or the Montgomery County O?ice of Accounts and Budget may have designated from time to time by written noticc to the Company. 21. Filing Controlling Documents. The Company shall provide a hilly executed coPy of the Facility Lease, Equipment Lease and this Agreement to the Board, the Montgomery County Trustee, the Montgomery County Assessor of Property and the Of?ce of Accounts and Budgets of Montgomery County, Tennessee. 22. Cooperation In Connection with Exercise of Airgas Purchase. Upon the consummation of the Airgas Purchase, the Board agrees to cooperate with the Company in taking all steps necessary to make the Airgas Tract and any related real property subject to this Agreement and to the New Real Estate Lease, including, without limitation, executing amendments to this Agreement and/or the New Real Estate Lease necessary to effect such addition. (signature page follows) 12 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date ?rst above written. FOXMAN LLC By: Name: Todd Carpenter Title: Manager THE INDUSTRIAL DEVELOPMENT BOARD OF THE COUNTY OF MONTGOMERY, TENNESSEE By: Name: Title: IN WITNESS WHEREOF, the parties have executed this Agreement as of the date ?rst abOVe written. . I FOXMAN LLC By: Name: Tedd Carpenter Title: . Manager' THE INDUSTRIAL DEVELOPMENT BOARD OF THE COUNTY OF MONTGOMERY, . It I Name: bauFeI Title: (um-I'M! A?l LEGAL DESCRIPTION OF THE COMPLETE TRACT Land in Montgomery County, Tennessee, being described as follows: TRACT 1 Tract 1 as shown on the survey prepared by Littlejohn, an company, dated August 27, 2015, job no. 20150309, being described as follows: A tract of land in the 2nd District Montgomery County, Tennessee, such tract being bounded on the north by the southern Right of Way (ROW) of Tylertown Road, 011 the east by the western ROW of Jim Johnson Road, on the north, south and east by the ROW of Solar Way; on the south by Marvin C. Pitts, as recorded in Volume Book 1078, Page 1058, Register?s Of?ce Montgomery County, Tennessee (ROMC), by Dwight Dickson 'as recOrded in Volume Book 557, Page 7, ROMC, by the First Baptist Church of St.? Bethlehem Inc., as recorded in Volume book 1096, Page 776, ROMC, on the south and west by Current Farm Partnership, as recorded in Volume book 1482, Page 2287, ROMC, on the west by the Reserve at Oakland Home Owners Association,, as recorded in Volume Book 1212, Page 2903, ROMC, by the Final Plat of the Reserve at Oakland Cluster, Phase as recorded in Plat Book F, Page 986, by by the Final Plat of the Reserve at Oakland Cluster, Phase II, as recorded in Plat Book F, Page 987, by John T. Rochford, as recorded in Volume 1212, Page 2903, ROMC, by the Eliza Tyler Estate, as recorded in Book 39, Page 474, ROMC, by Forest C. and Margie C. Suiter, as recorded in Volume Book 1592, Page 563 and by Dwayne E. Tyler, as recorded in Volume Book 651, Page 408, ROMC. Said Tract 1 being more particularly described as follows: POINT OF BEGINNING being an iron rod old with a cap marked ?weakly?, said point being the northwestern corner of the said Dwayne E. Tyler tract and being on the southern ROW of said Tylertown Road; thence with said southern ROW with a curve to the left having an central angle of 68? 33' 29", a radius of 154.45 feet, a length of 184.81 feet and having a chord bearing and distance of 64? 34' 59" 173.98 feet to an iron rod new; thence 30? 28' 38" 773.45 feet to an iron rod old with a cap marked ?weakly?,; thence 71? 59' 05" 1397.15 feet to an iron rod old with a cap marked Assoc?; thence 72? 11' 47" 2238.27 feet to an iron rod old with a cap marked Assoc?; thence 72? 10' 45" 2328-84 feet to an iron rod old with a cap marked Assoc?; thence 72? 10' 08" 721.37 feet to an iron rod old with a cap marked Assoc?; thence 72? 08' 42" 808.73 feet to an iron rod new; thence 86? 23' 57" 80.48 feet to an iron rod new; thence 72? 20' 15" 150.00 feet to an iron rod new; thence 69? 14' 09" 60.29 feet to an iron rod new; thence with the western ROW of said Jim Johnson Road 17? 07' 15" 341.78 feet to an iron rod new; thence 00? 38' 27" 339.38 feet to an iron rod new; thence 09? 31' 07" 798-12 feet to an iron rod new; thence 06? 32' 07" 250.24 feet to an iron rod new; thence 11? 48' 23 645.74 feet to an iron rod new; thence 07? 00? 48" 505.32 feet to an iron rod new; thence 10? 57' 50" 300.17 feet to an iron rod new; thence 04? 09' 20" 175.64 feet to an iron rod new; thence 16? 13' 12" 176.38 feet to an iron rod new; thence 05? 03' 02" 501.43 feet to an iron rod new; thence 00? 02' 28" 80.92 feet to an iron rod new; thence 09? 06' 37" 1178.49 feet to an iron rod new; thence 10? 04' 08" 437.63 feet to an iron rod new; thence 09? 21' 43 894.80 feet to an iron rod new; thence 06? 39' 05" 538.94 feet to an iron rod new; thence 38? 24' 55 85.90 feet to an iron rod new; thence 07? 25' 01" 300.08 feet to an iron rod new; thence 03? 31' 37" 148.86 feet to an iron rod new; thence 21? 26' 02" 214.00 feet to an iron rod new; thence 45? 27 14" 435.23 feet to an iron rod new; thence 66? 02' 08" 299.94 feet to an iron rod new; thence with ROW of said Solar Way with a curve to the left having a central angle of an angle of 45? 38' 52", a radius of 1182.08 feet; a length of 941.77 feet and having a chord bearing and distance of 59? 50' 20" 917.06 feet to an iron rod new; thence 09? 01' 08" 270.00 feet to an iron rod new; thence 80? 36' 35" 170.50 feet to an iron rod new; thence on a curve to the right having a central angle of an angle of 92? 43' 12", a radius of 910.50 feet, a length of 1473.43 feet and having a chord bearing and distance of 23? 49' 42" 1317.84 feet to an iron rod new; thence 67? 28' 05" 28.24 feet to an iron rod new; thence 26? 08' 57" 352.13 feet to a point; thence with the centerline of said Spring Creek 46? 56' 36" 80.75 feet to a point; thence 49? 16' 07" 154.23 feet to a point; thence 35? 50' 16" 245.06 feet to a point; thence 57? 38' 38" 177.09 feet to a point; thence 75? 15' 35" 64.42 feet to a point thence 87? 01' 30" 151.01 feet to a point; thence 89? 59' 40" 206.2.0 feet to a point; thence 33? 33' 32" 121.61 feet to a point; thence 21? 57' 38" 134.15 feet to a point; thence 10? 18' 17" 134.61 feet to a point thence 29? 22' 10" 132.53 feet to a point; thence 37? 27' 29" 93.03 feet to an iron rod new; thence 31? 01' 55" 77.89 feet to a set point; thence 38? 57' 22" 114.18 feet to a set point; thence 72? 18' 37" 55.91 feet to a point; thence 57? 20' 29" 73.82 feet to a point; thence 33? 50' 28" 50.40 feet to a point; thence 06? 15' 27" 60.40 feet to a point; thence 31? 47' 59" 68.26 feet to a point; thence 54? 23' 01" 154.05 feet to a point; thence 81? 42' 51" 65.50 feet to a point; thence 66? 53' 47" 105.43 feet to a point; thence 78? 32? 49" 43.91 feet to a point; thence 82? 24' 39" 90.46 feet to a point; thence 56? 55' 03" 62.37 feet to a point; thence 39? 55' 26" 88.41 feet to a point; thence 36? 56' 09" 55.77 feet to a point; thence 15? 57' 40" 36.33 feet to a point; thence 06? 41' 48" 52.95 feet to a point; thence 42? 35' 56" 77.96 feet to a point; thence 62? 25' 12" 58.36 feet to a point; thence 86? 06' 05" 94.75 feet to a point; thence 84? 01' 15? 91.42 feet to a point; thence 80? 40' 34" 84.07 feet to a point; thence 76? 47' 34" 121.15 feet to a point; thence 85? 51' 28" 66.28 feet to a point; thence 79? 40' 41" 77.10 feet to a point; thence 88? 46' 17" 139.19 feet to a point; thence 84? 15' 09" 183.12 feet to a point; thence 88? 03' 52" 73.51 feet to a point; thence 79? 05' 18" 84.21 feet to a point; thenceN 60? 38' 30" 73.15 feet to a point; thence 34? 51' 42" 108.05 feet to a point; thence 69? 19' 30" 56.43 feet to a point; thence 61? 00' 42" 84.28 feet to a point; thence 34? 34' 17" 113.80 feet to a point; thence 20? 51' 18" 67.16 feet to a point; thence 01? 52' 07" 129.17 feet to a point; thence 55? 46' 07" 116.88 feet to a point; thence 13? 12' 31" 100.28 feet to a point; thence 63? 46' 43" 74.40 feet to a point; thence 89? 32' 58" 126.52 feet to a point; thence 81? 56' 10? 120.74 feet to a point; thence 89? 55' 12" 92.75 feet to a point; thence 79? 36' 38" 60.77 feet to a point; thence 50? 51' 20" 55.23 feet to a point; thence 27? 26' 21" 116.74 feet to a point; thence 17? 08' 23" 111.55 feet to a point; thence 03? 02' 39" 93.77 feet to a point; thence 08? 13' 34" 167.08 feet to a point; thence 17? 58' 07" 77.50 feet to a point; thence 26? 33' 52" 109.15 feet to a point; thence 53? 42' 25" 79.10 feet to a point; thence 47? 26' 47" 82.49 feet to a point; thence 41? 56' 41" 304.03 feet to a point; thence 62? 12' 56" 104.72 feet to a point; thence 51? 20' 23" 70.17 feet to a point; thence 16? 39' 14" 121.66 feet to a point; thence 07? 18' 16" 123.64 feet to a point; thence 08? 16' 31" 110.73 feet to a point; thence 18? 50' 34" 132.63 feet to a point; thence 24? 10' 11" 362.51 feet to a point; thence 70? 13' 56" 135.49 feet to a point; thence 84? 20' 56" 59.56 feet to a point; thence leaving said Creek with the common line of the said Reserve At Oakland Home Owners Association Tract passing through a witness pin at 145.14 feet for a total bearing an distance of 44? 45' 31" 751.66 feet to an 1/2? iron old; thence 84? 24' 19" 273.17 feet to an iron rod old with a cap marked ?Weakly?; thence with the common lines of the said Reserve at Oakland Cluster Phases II and 12? 16' 18" 1341-28 feet to an iron rod old with a cap marked ?Weakly?; thence 80? 42' 55" 651.59 feet to an iron rod old with a cap marked ?Weakly?; thence with the common line of the said John T. Rockford tract 12? 02' 10" 1075.58 feet to iron rod old with a cap marked ?Weakly?; thence with the common line of the said Eliza Tyler Estate 80? 14? 19? 297.67 feet to an iron rod old with a cap marked ?Weakly?; thence 09? 38? 11? 1221.34 feet to an iron rod old with a cap marked ?Weakly?; thence with the common line of the said Forest C. and Margie C. Suiter and the Dwayne E. Tyler tract 80? 36' 53" 503.86 feet to an iron rod old with a cap marked ?Weakly?; thence 09? 57' 08" 815.23 feet to the point of beginning, containing 57,828,584 square feet or 1,327.56 acres. - . Less except the property shown as the Tract 1 EXCeption on the survey prepared by Littlejohn, an S&l\iE company, dated August 27, 2015,job no. 20150309, being described as follows: A tract of land in the 2nd District Montgomery County, Tennessce, such tract being the United States of America tract as recorded in Volume Book 1334, Page 2233, Register?s Of?ce Montgomery County, Tennessee (ROMC) tract being bounded on all sides by the Industrial Development Board of Montgomery County as recorded in Volume Book 708, Page 1897, ROMC. Such tract being more particularly described as follows: OF being an iron rod old with a cap marked Assoc?; thence 42? 28? 52 915.54 feet to the POINT OF BEGINNING being a concrete monument old at the northwestern corner of the herein described tract; thence 80? 57' 52" 400.09 feet to an iron rod new; thence 09? 02' 22" 349.93 feet to an iron rod new; thence 80? 58' 47" 400.04 feet to a concrete monument old; thence 09? 01' 54" 350.04 feet to the point of beginning, containing 140,016 square feet or 3.21 acres TRACT 3 Tract 3 as shown on the prepared by Littlejohn, an 885de company, dated August 27, 2015, job no. 20150309, being described as follows: A tract of land in the 2nd District Montgomery County, Tennessee, such tract being bounded on the west by the eastern Right of Way (ROW) of Solar Way, on the north and west by the southern and eastern ROW of Jim Johnson Road, on the east by T.G. Allensworth Jr. as recorded in Volume Book 680, Page 1078, Register?s Office Montgomery County, Tennessee (ROMC) and by Norman C. Pawlins Jr. as recorded in Volume Book 481, Page 701, ROMC and on the south by Marvin C. Pitts, as recorded in Volume Book 1078, Page 1058, ROMC, also being the center line of Spring Creek, such tract being more particularly described as follows: POINT OF being a point in the centerline of said Spring Creek and being the southwestern corner of the said Norman C. Pawlins Jr. tract; thence along the centerline of said Spring creek 58? 43' 17" 333.42 feet to a point; thence 49? 56' 21" 143.36 feet to a point; thence leaving said creek with the ROW of said Solar Way 26? 08' 493.64 feet to an iron rod new; thence 67? 28' 05" 22.42 feet to an iron rod new; thence with a curve to the left having a central angle of an angle of 45? 16' 10", a radius of 1190.50 feet, a length of 940.62 feet and having a chord bearing and distance of 00? 06' 10" 916.34 feet to an iron rod new; thence 60? 55' 13" 277.20 feet to an iron rod new; thence 46? 41' 50" 337.74 feet to an iron rod new; thence 08? 40? 41 183.75 feet to an iron rod new; thence leaving said ROW with the common lines of the said by T.G. Allensworth Jr. and Norman C. Pawlins Jr. tract 08? 09' 51 1836.77 feet to the point of beginning, containing 569,097 square feet or 13.07 acres EXPDBIT LEGAL DESCRIPTION OF THE INITIAL TRACT Land in Montgomery County, Tennessee, being described as follows: TRACT 1 Tract 1 as shown on the survey prepared by Littlejohn, an company, dated August 27, 2015, job no. 20150309, being described as follows: A tract of land in the District Montgomery County, Tennessee, such tract being bounded on the north by the southern Right of Way (ROW) of Tylertown Road, on the east by the western ROW of Jim Johnson Road, on the north, south and east by the ROW of Solar Way, on the south by Marvin C. Pitts, as recorded in Volume Book 1078, Page 1058, Register?s Of?ce Montgomery County, Tennessee (ROMC), by Dwight Dickson as recorded in Volume Book 557, Page 7, ROMC, by the First Baptist Church of St. Bethlehem Inc., as recorded in Volume book 1096, Page 776, ROMC, on the south and west by Current Farm Partnership, as recorded in Volume book 1482, Page 2287, ROMC, on the west by the ReserVe at Oakland Home Owners Association,, as recorded in Volume Book 1212, Page 2903, ROMC, by the Final Plat of the ReseIVe at Oakland Cluster, Phase as recorded in Plat Book F, Page 986, by by the Final Plat of the Reserve at Oakland Cluster, Phase II, as recorded in Plat Book F, Page 987, by John T. Rochford, as recorded in Volume 1212, Page 2903, ROMC, by the Eliza Tyler Estate, as recorded in Book 39, Page 474, ROMC, by Forest C. and Margie C. Suiter, as recorded in Volume Book 1592, Page 563 and by Dwayne E. Tyler, as recorded in Volume Book 651, Page 408, ROMC. Said Tract 1 being more particularly described as follows: POINT OF BEGINNING being an iron rod old with a cap marked ?weakly?, said point being the northwestern corner of the said Dwayne E. Tyler tract and being on the southern ROW of said Tylertown Road; thence with said southern ROW with a curve to the left having an central angle of 68? 33? 29", a radius of 154.45 feet, a length of 184.81 feet and having a chord bearing and distance of 64? 34? 59" 173.98 feet to an iron rod new; thence 30? 28' 38" 773.45 feet to an iron rod old with a cap marked ?Weakl thence 71? 59' 05" 1397.15 feet to an iron rod old with a cap marked Assoc?; thence 72? 11' 47" 2238.27 feet to an iron rod old with a cap marked Assoc?; thence 72? 10' 45" 2328.84 feet to an iron rod old with a cap marked Assoc?; thence 72? 10' 08" 721.37 feet to an iron rod old with a cap marked Assoc?; thence 72? 08' 42" 808.73 feet to an iron rod new; thence 86? 23' 57? 80.48 feet to an iron rod new; thence 72? 20' 15" 150.00 feet to an iron rod new; thence 69? 14' 09" 60.29 feet to an iron rod new; thence with the western ROW of said Jim Johnson Road 17? 07? 15" 341.78 feet to an iron rod new; thence 00? 38' 27" 339.38 feet to an iron rod new; thence 09? 31' 07" 798.12 feet to an iron rod new; thence 06? 32' 07" 250.24 feet to an iron rod new; thence 11? 48' 23" 645.74 feet to an iron rod new; thence 07? 00' 48" 505.32 feet to an iron rod new; thence 10? 57' 50" 300.17 feet to an iron rod new; thence 04? 09' 20" 175.64 feet to an iron rod new; thence 16? 13' 12" 176.38 feet to an iron rod new; thence 05? 03' 02" 501.43 feet to an iron rod new; thence 00? 02' 28" 80.92 feet to an iron rod new;.thence 09? 06? 37" 1178.49 feet to an iron rod new; thence 10? 04' 08" 437.63 feet to an iron rod new; thence 09? 21' 43" 894.80 feet to an iron rod new; thence 06? 39? 05" 538.94 feet to an iron rod new; thence 38? 24' 55" 85.90 feet to an iron rod new; thence 07? 25' 01" 300.08 feet to an iron rod new; thence 03? 31' 37" 148.86 feet to an iron rod new; thence 21? 26' 02" 214.00 feet to an iron rod new; thence 45? 27' 14" 435.23 feet to an iron rod new; thence 66? 02' 08" 299.94 feet to an iron rod new; thence with ROW of said Solar Way with a curve to the left having a central angle of an angle of 45? 38' 52", a radius of 1182.08 feet, a length of 941.77 feet and having a chord bearing and distance of 59? 50' 20" 917.06 feet to an iron rod new; thence 09? 01' 08" 270.00 feet to an iron rod new; thence 80? 36' 35" 170.50 feet to an iron rod new; thence on a curve to the right having a central angle of an angle of 92? 43' 12", a radius of 910.50 feet, a length of 1473.43 feet and having a chord bearing and distance of 23? 49' 42" 1317.84 feet to an iron rod new; thence 67? 28' 05" 28.24 feet to an iron rod new; thence 26? 08' 57" 352.13 feet to a point; thence with the centerline of said Spring Creek 46? 56' 36" 80.75 feet to a point; thence 49? 16' 07" 154.23 feet to a point; thence 35? 50' 16" 245.06 feet to a point; thence 57? 38' 38" 177.09 feet to a point; thence 75? 15' 35" 64.42 feet to a point thence 87? 01' 30" 151.01 feet to a point; thence 89? 59' 40" 206.20 feet to a point; thence 33? 33' 32" 121.61 feet to a point; thence 21? 57' 38" 134.15 feet to apoint; thence 10? 18' 17" 134.61 feet to a point thence 29? 22' 10" 132.53 feet to a point; thence 37? 27' 29" 93.03 feet to an iron rod new; thence 31? 01' 55" 77.89 feet to a Set point; thence 38? 57' 22" 114.18 feet to a set point; thence 72? 18' 37" 55.91 feet to a point; thence 57? 20' 29" 73.82 feet to a point; thence 33? 50' 28" 50.40 feet to a point; thence 06? 15' 27" 60.40 feet to a point; thence 31? 47' 59" 68.26 feet to a point; thence 54? 23' 01 154.05 feet to a point; thence 81? 42' 51" 65.50 feet to a point; thence 66? 53' 47" 105.43 feet to a point; thence 78? 32' 49" 43.91 feet to a point; thence 82? 24' 39" 90.46 feet to a point; thence 56? 55' 03" 62.37 feet to a point; thence 39? 55' 26" 88.41 feet to apoint; thence 36? 56' 09" 55.77 feet to a point; thence 15? 57' 40" 36.33 feet to a point; thence 06? 41' 48" 52.95 feet to a point; thence 42? 35' 56" 77.96 feet to a point; thence 62? 25' 12" 58.36 feet to a point; thence 86? 06' 05" 94.75 feet to a point; thence 84? 01? 15" 91.42 feet to a point; thence 80? 40' 34" 84.07 feet to a point; thence 76? 47' 34" 121.15 feet to apoint; thence 85? 51' 28" 66.28 feet to a point; thence 79? 40' 41" 77.10 feet to a point; thence 88? 46' 17" 139.19 feet to a point; thence 84? 15' 09" 183.12 feet to a point; thence 88? 03' 52" 73.51 feet to a point; thence 79? 05' 18" 84.21 feet to a point; thence 60? 38' 30" 73.15 feet to a point; thence 34? 51' 42" 108.05 feet to a point; thenCe 69? 19? 30" 56.43 feet to a point; thence 61? 00' 42" 84.28 feet to a point; thence 34? 34' 17" 113.80 feet to a point; thence 20? 51' 18" 67.16 feet to a point; thence 01? 52' 07" 129.17 feet to a point; thence 55? 46' 07" 116.88 feet to a point; thence 13? 12' 31" 100.28 feet to a point; thence 63? 46' 43" 74.40 feet to a point; thence 89? 32' 5 8" 126.52 feet to a point; thence 81? 56' 10" 120.74 feet to a point; thence 89? 55' 12" 92.75 feet to a point; thence 79? 36' 38" 60.77 feet to a point; thence 50? 51' 20" 55.23 feet to a point; thence 27? 26' 21" 116.74 feet to a point; thence 17? 08' 23" 111.55 feet to a point; thence 03? 02' 39" 93.77 feet to a point; thence 08? 13' 34" 167.08 feet to a point; thence 17? 58' 07" 77.50 feet to a point; thence 26? 33' 52" 109.15 feet to a point; thence 53? 42' 25? 79.10 feet to a point; thence 47? 26' 47" 82.49 feet to a point; thence 41? 56' 41" 304.03 feet to a point; thence 62? 12' 56" 104.72 feet to a point; thence 51? 20' 23 70.17 feet to a point; thence 16? 39' 14" 121.66 feet to a point; thence 07? 18' 16" 123.64 feet to a point; thence 08? 16' 31" 110.73 feet to a point; thence 18? 50' 34" 132.63 feet to a point; thence 24? 10' 11" 362.51 feet to a point; thence 70? 13' 56" 135.49 feet to a point; thence 84? 20' 56" 59.56 feet to a point; thence leaving said Creek with the common line of the said Reserve At Oakland Home Owners Association Tract passing through a witness pin at 145.14 feet for a total bearing an distance of 44? 45' 31" 751.66 feet to an iron old; thence 84? 24' 19" 273.17 feet to an iron rod old with a cap marked ?Weakly?; thence with the common lines of the said Reserve at Oakland Cluster Phases II and 12? 16' 18" 1341.28 feet to an iron rod old with a cap marked ?Weakly?; thence 80? 42' 55" 651.59 feet to an iron rod old with a cap marked ?Weakly?; thence with the common line of the said John T. Rockford tract 12? 02' 10" 1075.58 feet to iron rod old with a cap marked ?Weakly?; thence with the common line of the said Eliza Tyler Estate 80? 14? 19? 297.67 feet to an iron rod old with a cap marked ?Weakly?; thence 09? 38? 11? 1221.34 feet to an iron rod old with a cap marked ?Weakly?; thence with the common line of the said Forest C. and Margie C. Suiter and the Dwayne E. Tyler tract 80? 36' 53" 503.86 feet to an iron rod old with a cap marked ?Weakly?; thence 09? 57' 08" 815.23 feet to the point of beginning, containing 57,828,584 square feet or 1,327.56 acres. Less and except the following 2 parcels: 1) 2) Exception Parcel A Property shown as the Tract 1 Exception on the survey prepared by Littlejohn, an 885th company, dated August 27, 2015, job no. 20150309, being described as follows: A tract of land in the 2nd District Montgomery County, Tennessee, such tract being the United States of America tract as recorded in Volume Book 1334, Page 2233, Register?s Of?ce Montgomery County, Tennessee (ROMC) tract being bounded on all sides by the Industrial Development Board of Montgomery County as recorded in Volume Book 708, Page 1897, ROMC. Such tract being more particularly described as follows: POINT OF COMMENCEIVIENT being an iron rod old with a cap marked Assoc?; thence 42? 28? 52 915.54 feet to the POINT OF being a concrete monument old at the northwestern corner of the herein described tract; thence 80? 57' 52" 400.09 feet to an iron rod new; thence 09? 02' 22" 349.93 feet to an iron rod new; thence 80? 58' 47" 400.04 feet to a concrete monument old; thence 09? 01? 54" 350.04 feet to the point of beginning, containing 140,016 square feet or 3.21 acres Exception Parcel Commencing at an iron rod at the northwest end of the right~of?way for Solar Way (Tennessee State Plane Coordinate System (N 159866261, 834465.65); thence southeasterly, 66.85 feet along the northerly right?of?way line of Solar Way and along a curve to the right, having a radius of 1182.08 feet, with a chord bearing of 81?02'34" E, and a chord length of 66.84 feet to the point of beginning thence leaving the northerly right?of?way line of Solar Way, E, a distance of 223.23 feet to a fence; thence along a fence the following courses: 81?01'31" W, a distance of 142.48 feet; thence 08?16'44" E, a distance of 184.35 feet; thence 08?51'31" a distance of 119.02 feet; thence 80?09'08" a distance of 80.33 feet; thence 46?59'56" a distance of 14.92 feet; thence 08?52'37" a distance of 52.74 feet; thence 52?13'49" a distance of 15.49 feet; thence 81?10'37" a distance of 440.79 feet; thence 31?31?59" a distance of 14.52 feet, thence 09?00'26" a distance of 368.60 feet; thence 08?41'49" a distance of 88.55 feet; thence 11?23'50" a distance of 74.26 feet; thence 81?08'14" a distance of 369.16 feet beyond the end of a fence; thence 10?54'56" a distance of 60.82 feet to the northerly right-of-way line of Solar Way; thence northwesterly, 38.75 feet along the northerly right?of?way line of Solar Way and along a curve to the left, having a radius of 1182.08 feet, A-7 with a chord bearing of 78?29'01" W, and a chord length of 38.75 feet to the point of beginning and containing 6.202 acres, more or less. TRACT 3 Tract 3 as shown on the survey prepared by Littlejohn, an company, dated August 27, 2015, job no. 20150309, being described as follows: A tract of land in the 2nd District Montgomery County, Tennessee, such tract being bounded on the west by the eastern Right of Way (ROW) of Solar Way, on the north and west by the southern and eastern ROW of Jim Johnson Road, on the east by T.G. Allensworth Jr. as recorded in Volume Book 680, Page 1078, Register?s Of?ce Montgomery County, Tennessee (ROMC) and by Norman C. Pawlins Jr. as recorded in Volume Book 481, Page 701, ROMC and on the south by Marvin C. Pitts, as recorded in Volume Book 1078, Page 105 8, ROMC, also being the center line of Spring Creek, such tract being more particularly described as follows: POINT OF BEGINNING being a point in the centerl'ine of said Spring Creek and being the southwestern corner of the said Norman C. Pawlins Jr. tract; thence along the centerline of said Spring creek 58? 43' 17" 333.42 feet to a point; thence 49? 56' 21" 143.36 feet to a point; thence leaving said creek with the ROW of said Solar Way 08' 57" 493.64 feet to an iron rod new; thence 67? 28' 05" 22.42 feet to an iron rod new; thence with a curve to the left having a central angle of an angle of 45? 16' 10", a radius of 1190.50 feet, a length of 940.62 feet and having a chord bearing and distance ofN 00? 06' 10" 916.34 feet to an iron rod new; theme 60? 55' 13" 277.20 feet to an iron rod new; thence 46? 41' 50" 337.74 feet to an iron rod new; thence 08? 40' 41" 183.75 feet to an iron rod new; thence leaving said ROW with the common lines of the said by T.G. Allensworth Jr. and Norman C. Pawlins Jr. tract 08? 09' 51" 1836.77 feet to the point of beginning, containing 569,097 square feet or 13.07 acres Being the same property conveyed to The Industrial DeveloPment Board of Montgomery County, Tennessee, by deeds of record in Volume Book 1124, Page 19; Volume Book 1124, Page 820; Volume Book 1244, Page 2574; Volume Book 1262, Page 2483; Volume Book 1364, Page 1183; and in Volume Book 1364, Page 1188, in the Register?s Of?ce of Montgomery County, Tennessee. EXHIBIT COST-BENEFIT ANALYSIS See attached. Cost Versus Bene?t Analysis for Payment. In Lieu of Ad Valorem Tax: Date October1. 2015 Person Comoleting F'orm: I Stephen Jasper - . I . .T'rtle: A Attorney .. 7 Lessor industrial Development Board of'Monlgomery County I Lessee I Foxman. LLC .. Lease - ?ierm Beginning TotalTenn I Term . Dale Ending Date November.'2038 Ncnrember1 2015 $300,000.00 Annual . Number of New - Company . - See Direct Indirect Jobs Wage Direct Income Note 1 Income Step1 x. 4,200,000.00 x] 2.Step2 {200000.00 '5 01,070.00 100' . Number Indirecl ln'diredlncome I See Note 1 Jobs . ..- b? . .- - - If4~ - - - Steps - 0100+- - 814.800.00 xi 0.5' I: 0110833000 $510.29 5141,7752" . - ?See NewAnnLlal' See New Annual State Not Local Sales Direct Indirect . - New Total inoorne V. See Note 1 Annual State Tax Nole?i Sales Tax ..-: I- 1.4 -. . - in. Calcula?lon Summary: I First Year PILOT Payment City: Total of Direct and Indirect Income Total FirstYear PILOT: . - Total of New Annual State'Sale-s Tax $630,055 - a To be completed by Treasuty . - and New Annual Local Sales Tax . Tax Year . 2001; Est Properly Taxes EEqTRersessed Vela: I Co.TaxRate $0.00 I . $0 I . City Tax Rate $0.00 A Eq TR Total Rate: Market Value of Leased Real Property Improvements Other Raters) 50.00 - Appraisal Ratio Total of New and Indirecl Jobs .iFirst Year PILOT Payment County: MarketValua of Leas_ed Machinery 3. Equipment Total TaxRate $0.00 I Legal Ratio 35% - Market Value bf Leased Land Appraisal'Ra?o 1. 0000 . (New Local Sales tax plus Tax Rate 0.00% Estimated Prog?'ly Tax Total Appraised ValueTotal Assessed Value: and 'infonna?on about-cues or bene?ls aseocialed with the project. may be allaclled.-. hr.- . r. .u - - Note 1 . nomic factors and multipliers provided by Univemh?y of Tennessee for Business and Economic Research EXHIBIT ILLUSTRATTVE EXAIVIPLES OF ADJUSTIVIENTS TO PILOTS Example 1: NO ADJUSTMENTS TO PILOTS FOR FAILURE TO LIEET INVESTNIENT OR TARGETS (Companv meets the Investment Target (Section and Employment/Direct?hire Targets (Section Assumptions: 1. Effective Date November 1, 2015. 2. Commencement of Operations Date December 1, 20172017, the Company has made Project Expenditures with respect to Equipment of $260 million2021, the Company has made Project Expenditures with resPect to the Initial Facility of 400 million2022, the Company has employed 50 FTEs, at least 34 of whom are direct-hire? employees. N0 Section Investment Target adjustment: There will be no upward adjustments under Section to the PILOTS for any Abatement Year and no additional payments under Section 5(b)(ii) because the Company met the Investment Target by incurring more than $600 million of Project Expenditures ($400 for the Initial Facility and $260 million for Equipment) by the end of Abatement Year 5 with respect to the Land and the Initial Facility 2022, which is the ?fth ?ill calendar year following the earlier of the year in which the Commencement of Operations Date occurred and the third anniversary of the Effective Date). No Section 5(a) Employment Target adjustmant: There will be no upward adjustments under Section to the PILOTs for Abatement Year 5 and no additional payments under Section 5(c)(ii) because the Company met the Employment Target by employing 50 FTEs, at least 34 of Whom were direct?hire employees by the end of Abatement Year 5 with respect to the Land and the Initial Facility 2022, which is the ?fth full calendar year following the earlier of the year in which the year in which the Commencement of Operations Date occurred and the third anniVersary of the Effective Date). Example 2: PILOTS ADJUSTED BASED ON FAILURE TO MEET INVESTMENT TARGET (Company does not meet the Investment Target (Section but meets the Employment Target (Section 5(a) Assumptions: 1. E?ective Date November 1, 2015. 2. Commencement of Operations Date December 1, 20172017, the Company has made Project Expenditures with respect to Equipment of $250 million2022, the Company has: a. made Project Expenditures with respect to the Initial Facility of $250 million b. employed 50 TEs, at least 34 of whom are direct-hire employees. N0 Section 5 (0) Employment Target adjustment: There will be no upward adjustments under Section to the PILOTs for Abatement Year 5 and no additional payments under Section 5(c)(ii) because the Company met the Employment Target by employing 50 at least 34 of whom were direct-hire employees by theiend of Abatement Year 5 with respect to the Land and the Initial Facility 2022, which is the ?fth full calendar year following the earlier of the year in which the Commencement of Operations Date occurred and the third anniversary of the Effective Date). Section Investment Target adjustment: 1. Because the Company only incurred $500 million of Project Expenditures through the end of 2022 (the Abatement Year in which the ?fth anniversary of the Commencement of Operations Date occurred), it failed to meet the Investment Target for that period and the following adjustments to the PILOTs owed for Abatement Year 5 (2022) must be made: a. For the Initial Facility, the PILOT for Abatement Year 5 (2022) will increase as follows: i. Percentage of Standard County Tax owed as PILOT under Section 4(a) 50% ii. Section increase to PILOT percentage for failure to meet Investment Target (1 4.17 percentage point increase in PILOT percentage Percentage of Standard County Tax owed as PILOT as a result of adjustment 54.17% b. For the Land, the PILOT for Abatement Year 5 (2022) will increase as follows: i. Percentage of Standard County Tax owed as PILOT under Section 4(a) 0% ii. Section increase to PILOT percentage for failure to meet Investment Target 8.34 percentage point increase in PILOT percentage Percentage of Standard County Tax owed as PILOT as a result of adjustment 8.34% c. For the Equipment, the PILOT for Abatement Year 2022 will increase as follows: i. Percentage of Standard County Tax owed as PILOT under Section 4 20% ii. Section increase to PILOT percentage for failure to meet Investment Target 2 6.67 percentage points increase in PILOT Percentage Percentage of Standard County Tax owed as PILOT as a result of adjustment 26.67% (1. Under Section the PILOTs due for each of Abatement Years 5 (2022) through 9 (2026) for the Initial Facility, the Land and the Equipment will also include an additional payment equal to of the PILOT that would have been due for each Abatement Year preceding Abatement Year 5 if PILOTS for those Abatement Years Were based on the adjusted PILOT percentages described in a, b. and c. above rather than on the chart in Section For example, if applying the adjusted percentages described in b. and 0. above rather than the percentages shown on the chart in Section 4(a) for Abatement Years preceding Abatement Year 5 resulted in an aggregate amount of increased PILOTS for those Abatement Years of $1.0 million, each of the for Abatement Years 5 through 9 would be increased by $200,000. PILOTs owed with respect to any Abatement Years beyond Abatement Year 9 are not subject to further adjustment under Section Example 3: PILOTS ADJUSTED BASED ON FAILURE TO MEET EMPLOYMENT TARGET (Company does NOT meet the Emoloyment/Direct?hire Target (Section but meets the Investment Target Section 5(b)L Assumptions: 1. Effective Date November 1, 2015. 2. Commencement of Operations Date December 1, 20172017, the Company has made Project Expenditures with respect to Equipment of $225 million. 4. As of the end of 2022, the Company has: a. made Project Expenditures with respect to the Initial Facility of $400 million b. employed 40 TEs, at least 34 of whom are direct?hire employees2023, the Company employs 50 FTEs, 30 of whom are direct-hire employees. N0 Section Investment Target adjustment: There will be no upward adjustments under Section to the PILOTs for any Abatement Year and no additional payments under Section 5(b)(ii) because the Company met the Investment Target by incurring more than $600 million of Project Expenditures ($400 million for the Initial Facility and $225 million for Equipment) by the end of Abatement Year 5 with respect to the Land and the Initial Facility 2022, which is the fifth full calendar year following the earlier of the year in which the Commencement of Operations Date occurred and the third anniversary of the Effective Date). Section 5 Employment Target aa?usnnenr. 1. Because the Company only employed 40 FTES as of the end of Abatement Year 5 with respect to the Land and the Initial Facility 2022, which is the ?fth full calendar year following the earlier of the year in which the Commencement of Operations Date occurred and the third anniVersary of the Effective Date), it failed to meet the Employment Target for that period and the following adjustments to the owed for Abatement Year 5 (2022): a. For the Initial Facility, the PILOT for Abatement Year 5 (2022) will increase as follows: i. Percentage of Standard County Tax owed as PILOT under Section 4(a) 50% ii. Section increase to PILOT percentage for failure to meet Employment Target (l 10.71 percentage point increase in PILOT percentage Percentage of Standard County Tax owed as PILOT as a result of adjustment 60.71% b. For the Land, the PILOT for Abatement Year 5 (2022) will increase as follows: i. Percentage of Standard County Tax owed as PILOT under Section 4(a) 0% ii. Section increase to PILOT percentage for failure to meet Employment Target 0/70) 21.43 percentage point increase in PILOT percentage Percentage of Standard County Tax owed as PILOT as a result of adjustment 21.43% c- For the Equipment, the PILOT for Abatement Year 5 (2022) will increase as follows: 1. Percentage of Standard County Tax owed as PILOT under Section 4(a) 20% ii. Section increase to PILOT percentage for failure to meet Employment Target (5 17.14 percentage point increase in PILOT percentage Percentage of Standard County Tax OWed as PILOT as a result of adjustment 37.14% d. Under Section the PILOTs due for each of Abatement Years 5 (2022) through 9 (2026) will also include an additional payment equal to one-?fth of the PILOT that would have been due for each preceding Abatement Year 5 if PILOTS for those Abatement Years were based on the adjusted PILOT percentages described in b. and 0. above rather than on the chart in Section For example, if applying the adjusted percentages described in b. and c. above rather than the percentages Show on the chart in Section 4(a) for Abatement Years preceding Abatement Year 5 resulted in an aggregate amount of increased PILOTs of $1.0 million, each of the PILOTs for Abatement Years 5 through 9 would be increased by $200,000. PILOTS owed with respect to any Abatement Years beyond Abatement Year 9 are not subject to further adjustment under Section 2. Even though the Company met the Employment Target as of the end of Abatement Year 6 by employing 50 TEs (one FTE in excess of the 70% of 70 FTE requirement), only 30 of thOSe FTEs Were direct?hire employees and, therefore, the Company did not meet the Direct-hire Target for that Abatement Year and the following adjustments to the PILOTs owed for Abatement Year 6 (2023) must be made: a. For the Initial Facility, the PILOT for Abatement Year 6 (2023) will increase as follows: i. Percentage of Standard County Tax owed as PILOT under Section 4(a) 50% ii. Section 5(c) increase to PILOT percentage for failing to meet Direct-hire Target (1 2.94 percentage point increase in PILOT percentage Percentage of Standard County Tax owed as PILOT as a result of adjustment: 52.94% b. For the Land, the PILOT for Abatement Year 6 (2023) will increase as follows: i. Percentage of Standard County Tax owed as PILOT under Section 4(a) 0% ii. Section increase to PILOT percentage for failure to meet Direct-hire Target 5.88 percentage point increase in PILOT percentage Percentage of Standard County Tax owed as PILOT as a result of adjustment 5.88% C. For the Equipment, the PILOT for Abatement Year 5 (2023) will increase as follows: i. Percentage of Standard County Tax owed as PILOT under Section 4(a) 20% ii. Section increase to PILOT percentage for failure to meet Direct?hire Target 4.71 percentage point increase in PILOT percentage Percentage of Standard County Tax owed as PILOT as a result of adjustment 24.71% d. The PILOTs for Abatement Years 5 (2022) through 9 (2026) will continue to include the payments described in 1.d. above. Example 4: PILOTS ADJUSTED BASED ON FAILURE TO MEET NVESTNIENT TARGET AND ENIPLOYIVIENT TARGET (Company does NOT meet the Target [Siction or Emplounent Target/Direct?hire Target Section Assumptions: 1. Effective Date November 1, 2015. 2. Commencement of Operations Date December I, 20172017, the Company has made Project Expenditures with respect to Equipment of $250 million2022, the Company has: a. made Project Expenditures with respect to the Initial Facility of $250 million b. employed 40 FTEs, at least 34 of whom are direct-hire employees2023, the Company employs 50 FTEs, 30 of whom are direct-hire employees- Section Investment Target initial adjustment: 1. Because the Company only incurred $500 million of Project Expenditures through the end of Abatement Year 5 with respect to the Land and the Initial Facility 2022, which is the ?fth full calendar year following the earlier of the year in which the Commencement of Operations Date occurred and the third anniversary of the Effective Date), it failed to meet the Investment Target for that period and the following initial adjustments to the PILOTs owed for Abatement Year 5 (2022): a. For the Initial Facility, the PILOT for Abatement Year 5 (2022) will increase as follows: i. Percentage of Standard County Tax owed as PILOT under Section 4(a) 50% ii. Section increase to PILOT percentage for failure to meet Investment Target (l 4.17 percentage point increase in PILOT percentage b. For the Land, the PILOT for Abatement Year 5 (2022) will increase as follows: i. Percentage of Standard County Tax owed as PILOT under Section 4(a) 0% (3?4 ii. Section increase to PILOT percentage for failure to meet InVestment Target 8.34 percentage point increase in PILOT percentage 0. For Equipment, the PILOT for Abatement Year 5 (2022) will increase as follows: i. Percentage of Standard County Tax owed as PILOT under Section 4(a) 20% Section increase to PILOT percentage for fzn'lure to meet Investment Target 6.67 percentage point increase in PILOT percentage Section 5 Employment arget/Direct?hire Target initial adjustment: 1. Because the Company only employed Abatement Year 5 with respect to the Land and the Initial Facility 2022, which is the ?fth full calendar year following the earlier of the year in which the Commencement of Operations Date occurred and the third anniversary of the Effective Date), it failed to meet the Employment Target for that period and the following initial adjustments to the PILOTs owed for Abatement Year 5 (2022): a. For the Initial Facility, the PILOT for Abatement Year 5 (2022) will increase as follows: i. Percentage of Standard County Tax OWed as PILOT under Section 4(3) 50% ii. Section increase to PILOT percentage for failure to meet Employment Target (1 10.71 percentage point increase in PILOT percentage b. For the Land, the PILOT for Abatement Year 5 (2022) will increase as follows: i. Percentage of Standard County Tax owed as PILOT under Section 4(a) 0% ii. Section increase to PILOT percentage for failure to meet Employment Target (5 0/70) 21.43 percentage point increase in PILOT percentage 0. For Equipment, the PILOT for Abatement Year 5 (2022) will increase as follows: i. Percentage of Standard County Tax owed as PILOT under Section 4(a) 20% ii. Section increase to PILOT percentage for failure to meet Investment Target 17.14 percentage point increase in PILOT percentage 2. Even though the Company met the Employment Target for Abatement Year 6 (2023 it failed to meet the Direct-hire Target for that period and the following initial adjustments to the PILOTs owed for Abatement Years 6 (2023) must be made: 3.. For the Initial Facility, the PILOT for Abatement Year 6 (2023) will increase as follows: i. Percentage of Standard County Tax owed as PILOT under Section 4(a) 50% ii. Section increase to PILOT percentage for failure to meet Employment Target (1 2.94 percentage point increase in PILOT percentage For the Land, the PILOT for Abatement Year 6 (2023) will increase as follows: i. Percentage of Standard County Tax owed as PILOT under Section 4(a) 0% ii. Section increase to PILOT percentage for failure to meet Direct-hire Target 4) 5.88 percentage point increase in PILOT percentage For Equipment, the PILOT for Abatement Year 6 (2023) will increase as follows: i. Percentage of Standard County Tax owed as PILOT under Section 4(a) 20% ii. Section increase to PILOT percentage for failure to meet Direct?hire Target 4.71 percentage point increase in PILOT percentage Combined e?ect of Section 5 Investment Target and Section 5(0) Employment arget/Direct?hire Target adjustments?: For the Initial Facility, the PILOT for Abatement Year 5 (2022) will be adjusted as follows: a. Percentage of Standard County Tax owed as PILOT under Section 4(a) 50% b. PLUS, 4.17 percentage point adjustment pursuant to Section C- PLUS, 10.71 percentage point adjustment pursuant to Section d. Results in percentage of Standard County Tax owed as PILOT as a result of adjustments of 64.88% (50% 4.17 percentage points 10.71 percentage points) For the Land, the PILOT for Abatement Year 5 (2022) will be adjusted as follows: a. Percentage of Standard County Tax owed as PILOT under Section 4(a) 0% b. PLUS, 8.34 percentage point adjustment pursuant to Section c. PLUS, 21.43 percentage point adjustment pursuant to Section Results in percentage of Standard County Tax owed as PILOT as a result of adjustments or 29.77% 8.34% 21.43%) For the Equipment, the PILOT for Abatement Year 5 (2022) will be adjusted as follows: 3. Percentage of Standard County Tax owed as PILOT under Section 4(3) 20% b. PLUS, 6.67 percentage point adjustment pursuant to Section c. PLUS, 17.14 percentage point adjustment pursuant to Section d. Results in percentage of Standard County Tax owed as PILOT as a result of adjustments of 43 81% (20% 6.67 percentage points 17.14 percentage points) The PILOTS due for each of Abatement Years 5 (2022) through 9 (2026) will also include an additional payment equal to one??fth of the PILOT that would have been due for each Abatement Year preceding Abatement Year 5 if PILOTs for those Abatement Years were based on the adjusted PILOT percentages described in l. and 2. above rather than on the chart in Section For example, if applying the adjusted percentages described in I. and 2. above rather than the percentages shown on the chart in Section 4(a) for Abatement Years preceding Abatement Year 5 resulted in an aggregate amount of increased PILOTs of $2.0 million, each of the PILOTS for Abatement Years 5 through 9 would be increased by $400,000. For the Initial Facility, the PILOT for Abatement Year 6 (2023) will be adjusted as follows: a. Percentage of Standard County Tax owed as PILOT under Section 4(a) 50% b. PLUS, 4.17 percentage point adjustment pursuant to Section C. PLUS, 2.94 percentage point adjustment pursuant to Section Results in percentage of Standard County Tax owed as PILOT as a result of adjustments of 57.11% (50% 4.17 percentage points 2.94 percentage points) For the Land, the PILOT for Abatement Year 6 (2023) will be adjusted as follows: a. Percentage of Standard County Tax owed as PILOT under Section 4(a) 0% b. PLUS, 8.34 percentage point adjustment pursuant to Section c. PLUS, 5.88 percentage point adj ustment pursuant to Section (1. Results in percentage of Standard County Tax owed as PILOT as a result of adjustments of 14.22% 8.34 percentage points 5.88 percentage points) For the Equipment, the PILOT for Abatement Year 6 (2023) will be adjusted as follows: 3. Percentage of Standard County Tax owed as PILOT under Section 4(a) 20% b. PLUS, 6.67 percentage point adjustment pursuant to Section C. PLUS, 4.71 percentage point adjustment pursuant to Section (1. Results in percentage of Standard County Tax owed as PILOT as a result of adjustments of 3 1 .3 8% (20% 6.67 percentage points 4.71 percentage points) 6. The PILOTs for Abatement Years 5 (2022) through 9 (2026) will continue to include the payments described in 3. above. 14878011.11 SERIES 2015A BOND PURCHASE AGREEMENT THIS SERIES 2015A BOND PURCHASE AGREEMENT, dated as of December ?92015 (this ?Agreement?), by and between The Industrial Development Board of the County of Montgomery, Tennessee, a Tennessee public nonpro?t corporation (the "Board"), and Foxman LLC, a Delaware limited liability company (the "Purchaser"). PRELIMINARY STATEMENTS: (1) The Board is authorized by Chapter 53 of Title 7, Tennessee Code Annotated, and resolutions of the Board adopted pursuant thereto to issue its bond to construct, expand and renovate manufacturing, distribution, warehouse and of?ce facilities and to lease the same to lessees such as Foxman LLC, a Delaware limited liability company (as lessee, the "User"). (2) The Purchaser is prepared to purchase such bond. (3) All capitalized terms used in this Agreement and not otherwise de?ned herein shall have the meanings de?ned in the Real Estate Lease Agreement dated as of the date hereof between the Board and the User (the "Lease?) referred to in Section 2.01(b) below and are hereby incorporated by reference. NOW, THEREFORE, in consideration of the premises, the Board and the Purchaser hereby agree as follows: ARTICLE I AMOUNT AND TERMS OF BOND SECTION 1.01. Bond. The Purchaser agrees to purchase and the Board agrees to sell, at par, on the terms and conditions hereinafter set forth, the Board?s Industrial Revenue Bond, Series 2015A (Foxman LLC Project), substantially in the form of Exhibit A hereto (the "Bond"). SECTION 1.02. Purchasing Bond. The Bond shall be purchased on the date hereof, or such other date agreed to by the parties hereto (the ?Closing Date"). On the Closing Date and upon ful?llment of the applicable conditions set forth in Article II, the Purchaser will purchase the Bond by advancing funds to the User, on behalf of the Board, in the amount then eligible for disbursement under Section 3.03 of the Lease. Additional advances, up to an aggregate amount of $1,000,000,000 (including the initial amount advanced) shall be made by the Purchaser in the same manner from time to time in the amounts then eligible for disbursement pursuant to Section 3.03 of the Lease. SECTION 1.03. Pregaments. The Bond is subject to prepayment as therein provided. Any prepayment shall be applied ?rst to costs of the Purchaser to enforce its rights under the Bond and the related collateral documents, then to accrued interest on the Bond and then to principal of the Bond. The Board shall apply any moneys received pursuant to Sections 5.02, 12.02, 12.03 and 19.02 of the Lease (other than amounts that the Board is entitled to retain pursuant to the Lease) to the prepayment of the Bond. Section 1.04. Payments and Computations. Each payment under the Bond shall be made not later than 12:00 Noon (Eastern Time) on the day when due in lawful money of the United States of America, to the holder of the Bond at the main of?ce of the Purchaser or such other place designated by such holder. Section 1.05. Special Obligation. The Bond shall constitute a special obligation of the Board, and the principal of and interest on the Bond, and all other amounts payable pursuant to this Agreement and the Bond, shall be payable solely out of the revenues derived from the Project, including all payments due from the User under the Lease. ARTICLE CONDITIONS OF PURCHASE Section 2.01. Conditions Precedent to Purchase of Bond. The obligation of the Purchaser to purchase the Bond is subject to the following conditions precedent, which the Purchaser shall have received on or before the Closing Date, each dated the Closing Date, in form and substance satisfactory to the Purchaser: The Bond duly executed by the Board. The Lease, in form and substance satisfactory to the Purchaser, duly executed by the Board and the User (the Board 'and the User, collectively, the "Bond Parties? and each, individually, .a "Bond Party?). A Deed of Trust and Assignment of Lease in a form acceptable to the Purchaser (the "Deed of Trust") (the Deed of Trust, the Lease, the Bond, and this Agreement, collectively the "Bond Documents" and each, individually, a "Bond Document") duly execilted by the Board, together with evidence of the completion of all recordings and ?lings as may be necessary or, in the Opinion of the Purchaser, desirable to perfect the liens and security interests created by the Deedof Trust, and - (ii) evidence that all other actions necessary or, in the opinion of the. Purchaser, desirable to perfect and protect the security interests created by the Deed of Trust haVe been taken. Certi?ed copies of the resolutions of the Board of Directors or manager, as applicable, of each. Bond Party approving each Bond Document to which it is a party, and of all documents evidencing other necessary corporate or limited liability company action, as applicable, and governmental approvals, if any, With respect to each such Bond Document. . A Certi?cate of the Secretary, manager or similar of?cial of each Bond Party certifying the names and true signatures of the of?cers or authorized representatives of such Bond Party . authorized to sign each Bond Document to which it is a party and the other documents to be delivered by it hereunder. SECTION 2.02. Further Conditions Precedent to Purchase of the Bond. The obligation of the Purchaser to purchase the Bond shall be subject to the further condition precedent that on the Closing Date the Purchaser shall have received such other approvals, opinions or documents as the Purchaser may reasonably request. i ARTICLE . REPRESENTATIONS AND WARRANTIES SECTION 3.01. Representations and Warranties of- the Board. The Board represents and Warrants as follows: . The Board is a duly established, organized and existing-public not-for-profit'corporation under the laws of the State of Tennessee. - . The execution, delivery and performance by the Board of each Bond Document to which it is or will be a party are within the Board?s powers, have been duly authorized by all necessary corporate action, and do not contravene the Board's constituent documents, any law or any contractual or legal restriction binding on or affecting the Board. There is no limit under Tennessee law as to the amount of indebtedness, including the Bond, that may be issued by the Board. No authorization, consent or approval or other action by, and no notice to or ?ling with, any governmental authority or regulatory body or legal entity or person is required for the due execution, delivery and performance by the Board of any Bond Document to which it is or will be a party, except for the ?ling of a notice 'with the State Division of Local Finance of the information required by Tennessee Code Annotated ?9?21-151. The Bond is a ?private activity bond? as defined in Section 141 of the Intemal Revenue Code of 1986, as amended (the -?Code?) and is not a ?quali?ed bond? within the meaning of the Code. Therefore, the interest on the Bond is not excluded from the gross income of the holder thereof for federal income tax purposes under Section 103 of the Code, and therefore the Bond is not an ?exempt security? under the federal securities laws. However, the Bond is being sold to the Purchaser in a negotiated private placement, which is an ?exempt- transaction? under the federal securities laws. The Bond Documents to which the Board is a party have been duly executed by the Board by an of?cer or of?cers of the Board duly authorized to execute such Bond Documents. This Agreement is, and each other Bond Document to which the Board will be a party when executed and delivered or issued will be, the legal, valid and binding special obligations of the Board enforceable against the Board in accordance with its terms. I There is no pending or threatened action or proceeding before any court, governmental agency or arbitrator calling into question the creation, organization or existence of the Board, the validity of any of the Bond Documents, or the authority of the Board to enter into or perform any of the Bond 'Docurnents or which if decided ?adversely to the Board might have a material adverse effect upon the Board's ability to perform its obligations under the Bond Documents. In connection with the authorization, issuance and sale of the Bond, the Board has complied with all provisions of the Constitution and the laws of the State of Tennessee, including the Act . and the Public Meetings Act, Title 8, Chapter 44, Tennessee Code Annotated. The Board has taken all necessary action required by each of the Bond decuments to which it is a party for such Bond Documents to be the valid obligations of the Board. ARTICLE IV COVENANTS OF THE BOARD SECTION 4.01. Af?rmative Covenants. So long as the Bond shall remain unpaid, the Board shall,_unless the holder of the Bond shall otherwise consent in writing: Take all action and do all things which it is authorized by law to take and do in order to perform and observe all covenants and agreements on its part to be performed and observed under the Bond Documents. Execute, acknowledge where appropriate, andldeliver from time to time at the request of the holder of the Bond all such instruments and- documents as in the opinion of such holder are necessary or desirable to carry out the intent and purpose of the Bond Documents (or any of them). SECTION 4.02. Negative Covenants. So long as the Bond shall remain unpaid, the Board shall not, without the written consent of the holder of the Bond, take any action which, directly or indirectly, adversely affects its existence or status as a public corporation under. the laws of Tennessee. SECTION 4.03. Mutila?, Lost, Stolen or Destroyed Bond. In the event the Bond is mutilated, lost, stolen, or destroyed, the Board shall execute'a new Bond, provided that, in the case of mutilation of the Bond, the mutilated Bond shall ?rst be surrendered to the Board, and in the case of a loss, theft, or destruction of the Bond,'there ?rst shall be furnished to. theBoard evidence of such loss, theft or destruction satisfactory to the Board, together with an indemnity satisfactory to it. The Board may charge the current holder of the Bond (as shown on the bond register) with its reasonable fees and expenses for such service. In executing a new Bond, the Board may rely conclusively upon the representations of the current holder of the Bond (as shown on the bond register) concerning the mutilation, loss, theft or destruction of the Bond. ARTICLE EVENTS or DEFAULTS SECTION 5.01. Events of Default. If any of the following events ("Events of Default") shall occur and be continuing: . - Any installment or principal of, or interest on, the Bond shall not be paid when due and such failure shall not be cured within thirty (30) days after written notice thereof to the Board and the User; or . Cb) - Any representation or warranty made by any Bond Party (or any of its of?cers) under or in connection With any Bond Document shall prove to have been incorrect in any material respect when- made or shall become incorrect while the Bond is outstanding and circumstances causing such representation or warranty to be incorrect shall not be cured within sixty (60) days alter written notice thereof to such Bond Party; or Any Bond Party shall fail to perform or observe any other term, covenant or agreement contained in any Bond Document on its part to be performed or observed and any such failure shall remain unremedied for sixty (60) days after written notice thereof shall have been given to such Bond Party by the holder of the Bond, provided that if such failure cannot be cured within such sixty (60)?day period, it shall not constitute an Event of Default hereunder if corrective action is instituted by the appropriate party during such period and diligently pursued until such failure is cured, provided that such 4 failure shall be cured within one hundred twenty (120) days after the date Written notice was ?rst given to such defaulting Bond Party; or An Event of Default (as de?ned in the Lease) shall occur and be continuing under the Lease; or . The Board shall ?le a voluntary petition in bankruptcy, or shall be adjudicated bankrupt or insolvent, orshall ?le any petition or anSWer seeking any reorganization, composition, readjustment, liquidation or similar relief for itself under any present or future statute, law or regulations, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver, custodian or liquidator of the. Board or of all or any substantial part of its properties or of the Project, or shall make any general assignment for the bene?t of creditors, or shall admit in writing its inability to pay its debts generally as they become due; or A petition shall be ?led against the Board seeking any reorganization, composition, readjustment, liquidation or similar relief under any present or future statute, law 0r regulation, and shall remain undismissed or unstayed for an aggregate of sixty (60) days (whether or not consecutive), or if any trustee, receiver, custodian or. liquidator of the Board or of all or any substantial part of its properties or of 'the Project shall be appointed without the consent or acquiescence of the Purchaser and such appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days?(whether or not consecutive); then, in the event set forth in paragraphs (6) or above, the principal amount of the Bond and all interest thereon and all other amounts payable thereunder and under this Agreement shall be automatically due and payable, and in any other such event, the holder of the Bond may, by notice to the Board, declare the. Bond, all interest thereon and all other amounts payable thereunder and under this Agreement to be forthwith due and payable, whereupon the Bond, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Board, and the Board will forthwith pay to such holder the entire principal of and interest accrued on the Bond and all such other amounts. - MISCELLANEOUS SECTION 6.01. Notices Etc. .All notices and other communications provided for hereunder shall be in writing (including telegraphic communication) and mailed or delivered, if to the Board, at its address at 25 Jefferson Street, Suite 300, Clarksville, Tennessee 37040, Attention: Chairman; if to the Purchaser, at its address at c/o Corporation Services Company, 2711 Centerville Road, Suite 300, Wilmington, Delaware 19808, Attention: General Counsel, with a Copy to Bass, Berry Sims PLC, 150 Third Avenue South, Suite 2800, Nashville, Tennessee 37201, Attention: Stephen J. Jasper; if to the User, at its address at c/o Corporation Services Company, 2711 Centerville Road, Suite 300, Wilmington, Delaware 19808, Attention: General Counsel; if to any holder of the Bond other than the Purchaser, at the address contained in the notice given pursuant to Section 6.04 hereof; or, as to each party, at such other address as shall be designated by such party in a written notice to the other party. All such notices and communications shall, when mailed, be effective when deposited in the mails, properly addressed. SECTION 6.02. No Waiver; Remedies. No failure? on the part of the holder of "the Bond to exercise, and no delay in exercising, any right under any Bond Document shall Operate as a waiver thereof; nor shall any single or partial exercise of any right under any Bond Document preclude any other or further exercise thereof or the exercise of any other right. The remedies provided in the Bond Documents are cumulative and not exclusive of any remedies provided by law. - SECTION 603. Binding Effect; Law. This Agreement shall be binding upon and - inure to the bene?t of the Board and the Purchaser and their respective successors and assigns, except that the Board shall not have the right to assign its rights hereunder or any interestherein without the prior written consent of the Purchaser. This Agreement shall be governed by, and construed in accordance with, the laws of the. State of Tennessee. SECTION 6.04. Acquisition of Bond for Account of Purchaser. The Purchaser?represents and warrants that it will acquire the Bond and the other Bond Documents to be acquired by it for its own account and that it has no present intention of making any distribution or disposition of the Bond. In the event that the Purchaser or any subsequent holder of the Bond should transfer the Bond, the Purchaser or . any subsequent holder shall give prompt written notice to the Board and the User of the name and address of the transferee. Until such time as the Board and the User receive such notice from the Purchaser or subsequent holder of the Bond and the name and address? of the transferee have been entered on the bond register referred to in Section 6.09 hereof and noted on the Bond, the Board and the User shall be entitled to assume that the Purchaser is the holder of the Bond and thereafter that the holder of the Bond is as re?ected in the most recent entry on the bond register and the most recent notation on the Bond. SECTION 6.05. Severability. In the. event that any clause or provision of any Bond Document shall be held to be invalid by any court of competent jmisdiction, the invalidity of such clause or provision shall not affect any of the remaining provisions in suCh Bond Document. SECTION 6.06; Payment on Non?Business Days. Whenever any payment to be made hereunder or under the Bond'shall be stated to be due on a Saturday, Sunday or a public holiday or the equivalent for banks generally in Jefferson City, Tennessee, (any other day being a "Business Day?), such payment may- be made on the next succeeding Business Day. SECTION 6.07. Termination. This Agreement shall not terminate until the Bond?has been paid in full and all other obligations of the Board hereunder have been performed. - - SECTION 6.08. No Liability of Board?s Of?cers, Etc. No recourse under or upon any .obligation, covenant or agreement contained in the Bond Documents to which the Board is a party, or under any judgment obtained against the Board, or by the enforcement of any assessment Or by any legal or equitable proceeding by virtue of any constitution or statute or otherwise or under any under or independent of such Bond Documents, shall be had against any incorporator, member, director - or o?icer, as such, past, present or future, of the Board, either directly or through the Board, or otherwise, for the payment for or to the Board or any receiver thereof, or? for or to the holder of the Bonds or otherwise, of any sum that may be due and unpaid by the Board pursuant to such Bond Documents. Any and all personal liability of every nature, whether at common law or in equity, or by statute or by constitution or otherwise, of any such incorporator, member, director or of?cer, as such, to respond by reason of any act or omission on his part or otherwise, for the payment for or to the Board or any receiver thereof, or for or to the holder of the Bonds or otherwise, of any sum that may remain due and unpaid pursuant to' such Bond Documents, is hereby expressly waived and released as a condition of and consideration for the execution of this Agreement and the issue of the Bonds. SECTION 6.09. Bond Registration. The Bond shall be registered (as hereinafter provided) in the name of the owner on a bond register to be provided for that purpose by the Board in the of?ce of the User, as bond registrar. No transfer thereof shall be valid unless made at the written request of the registered owner or its legal representative, on said bond register and evidenced by notation to that effect on the Bond by such bond registrar. The person in whose name the Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the interest on or the principal of the Bond shall be made only to or upon the order of the registered owner thereof or its legal representative, but such registration may be changed as hereinabove provided. All such payments shall be valid and e?ectual'to satisfy and discharge the liability upon the Bond to the extent of the sum or sums paid. . SECTION 6.10. No Liability of Montgomery County, Tennessee. Montgomery County, Tennessee shall not, in any event be liable for the payment of the principal of, premium, if any, or intereSt on the Bond, or for the performance of any pledge, mortgage, obligation or agreement of any kind whatsoever herein or indebtedness of the Board, and neither the Bond nor any of the agreements or obligatiOns of the Board contained in the Bond Documents to which it is a party or otherwise shall be construed to constitute an indebtedness of Montgomery County, Tennessee within the meaning of any constitutional or statutory provision whatsoever. SECTION 6.11. Multiple Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original but all of which together shall constitute but one and the same instrument. (signature page follows) IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective of?cers thereunto duly authorized, as of the date ?rst above written. THE INDUSTRIAL DEVELOPMENT BOARD OF THE COUNTY OF MONTGOIVIERY, TENNESSEE I BY: 51% Chairman ATTEST: Secretary FOXMAN LLC By: Name: Todd Carpenter Title: Manager 17/ IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective of?cers thereunto duly authorized, as of the date ?rst above written. THE INDUSTRIAL DEVELOPMENT BOARD I OF THE COUNTY OF MONTGONLERY, TENNESSEE By: Chairman ATTEST: Secretary FOXMAN LLC Narne: Todd Carpenter Title: Manager Exhibit A Form of Bond 145566528 A-l THE INDUSTRIAL DEVELOPMENT BOARD OF THE COUNTY OF MONTGOMERY, TENNESSEE INDUSTRIAL REVENUE BOND, SERIES 2015A (FOXMAN LLC PROJECT) 1 ,000,000,000 - December 2015 FOR VALUE RECEIVED, the undersigned, THE INDUSTRIAL DEVELOPMENT BOARD THE COUNTY OF MONTGOMERY, TENNESSEE, a Tennessee public non?pro?t corporation (the "Board"), hereby promises to pay to the? registered owner hereof (the "Payee") the aggregate principal sum of One Billion Dollars or so much thereof as may be advanced here against pursuant to the Bond Purchase Agreement referred to below, whichever shall be less, together with interest on the unpaid principal amount hereof as hereinafter provided. The interest on the unpaid principal amount hereof ?ow the date hereof shall be equal to seven and one-quarter percent (714%) per annum. Interest will be computed on the basis of a 3_65-day year and the actual number of days elapsed. Beginning on January 1, 2016, and continuing on the ?rst day of each month thereafter until and including January 1, 2039 (the ?Maturity Date?), the Board Shall pay accrued and unpaid interest on this Bond. Beginning on the January next succeeding the earlier of the occurrence of the ?Commencement of Operations Date? (as de?ned in that certain Payment In Lieu Of Tax Agreement of even date herewith between the Board and Foxman LLC) and (ii) the third anniversary of the date hereof, and continuing on .the ?rst day of each month thereafter through and including December l, 203 8, the Board shall make an installment payment of principal on each such date in an amount equal to the outstanding principal balance hereunder on the January on which such installment of principal is due or, for" an installment payment due on a date other than January lst, on the January immediately preceding such installment due date (in each case, the ?Applicable January lst?), multiplied by (ii) a fraction equal to one divided by the number of months between the Applicable January and the Maturity Date (including the months in which the Applicable January and the Maturity Date occur). Notwithstanding the foregoing, the Board shall make a ?nal payment on the Maturity Date in the entire principal amount of the Bond then outstanding plus accrued and unpaid interest thereon. This Bond is the Bond referred to in, and is entitled to the bene?ts of, the Series 2015A Bond Purchase Agreement dated as of the date hereof between the Board and Foxman LLC (the "Bond Purchase Agreement") and the Deed of Trust and Assignment of Lease referred to therein and entered into pursuant thereto (the "Deed of Trust"). The Deed of Trust assigns to the holder hereof the Board's interest in that certain Real Estate Lease Agreement dated as 'of the date hereof between the Board and Foxman LLC (the ?Lease?), and conveys to or for the bene?t of the holder hereof a deed of trust lien on. the Board?s fee simple title to the LeasedPropeIty (as' de?ned in the Lease). The Bond Purchase Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain Events of Default (as de?ned therein) and for prepayment under certain conditions, which provisions are incorporated herein by reference. 7 This Bo?nd may be prepaid in whole or in part at any time and from time to time without penalty or premium. P'repayments shall be applied ?rst to any costs and expenses of enforcement of rights hereunder and under the Bond Purchase Agreement and the Deed Of Trust, then to accrued interest then 1 Outstanding, and the remainder shall be applied to reduce the outstanding principal balance. This Bond is issued in accordance with Section 7-53-303 of Tennessee Code Annotated and constitutes a special obligation of the Board, and the principal of and interest on this Bond, and all other amounts payable pursuant to the Bond Purchase Agreement, this Bond and the Deed of Trust are payable solely out of the revenues and receipts derived from the Project and by such additional security as may be? available therefor. No recourse under or upon any obligation, covenant or agreement contained in this Bond, or under any judgment obtained against the Boardtor by the enforcement of any assessment or by any legal or equitable proceeding by virtue of any constitution or statute or otherwise or under any circumstances, under or independent of this Bond, shall be had against any incorporator, member, director or of?cer, as such, past, present or future, of the__Board, either directly or through the Board, or otherwise, for the payment for or to the Board or any receiver thereof, or for or to the holder of the Bond or otherwise, of 7 any sum that may be due and unpaid by the Board upon this Bondf Any and all personal liability of every nature, whether at common law or in equity, or by statute or by constitution or otherwise, of any such incorporator, member, director or of?cer, as such, to respond by reason of any act or omission on his part or otherwise, for the payment for or to the Board or any receiver'thereof, or for or to the holder of this Bond or otherwise, of any sum that may remain due and unpaid upon this Bond, is hereby expressly waived and released as a condition of and consideration for the issue of this Bond, This Bond shall never constitute an indebtedness of Montgomery County, Tennessee or the State - of Tennessee or any political subdivisibn thereof. The holder hereof shall never have the right to compel any taxing power of Montgomery County, Tennessee or the State of Tennessee or any political subdivision thereof to pay this Bond or interest hereon. This Bond is registered on a bond register of the Board kept by FoxmanLLC at its principal place of business, currently located at its of?ce at 0/0 Corporation Services Company, 2711 Centerville Road, Suite 300, Wilmington, Delaware 19808, Attention: General Counsel. No transfer hereof shall be valid unless made on said bond register at the request of the registered owner or its duly authorized attorney and noted hereon. Upon the occurrence and during the'continuance of an Eventof Default (as de?ned in the Bond Purchase Agreement) the entire outstanding principal balance, together with all accrued and unpaid interest and any other sums owing under the Bond Purchase Agreement and the?other Bond Documents . (as defined in the Bond Purchase Agreement), shall, at the option of the holder hereof, be immediately due and payable in full. The failure of the holder hereof to exercise any option to accelerate the indebtedness hereunder if an Event of Default occurs, or any forbearance, indulgence, or other delay by such holder in the exercise of any such option, shall not?constitute a waiver of the right to exercise such option prior to the curing of any?such Event of Default or any subsequent Event of Default, whether similar or dissimilar to any prior Event of Default. - The undersigned and any and all endorsers, sureties, guarantors, or other parties, hereby severally waive demand, notice, presentment and protest. In the eVent this Bond is placed in the hands of an attorney for collection or for enforcement or protection of the security, the Board and any and all endorsers, sureties, guarantors or'other parties hereto, agree to pay reasonable attorney's fees and all court and other costs. {The Board consents to any extension of time of payment hereof, release of all or any part of the. security for the payment hereof, or release of any party liable for this obligation. Any such extension or release may be made without notice to the Board and without discharging any of its liability hereunder. No provision in this Bond shall require the payment or permit the collection of interest in excess of the maximum permitted by law. If any excess of interest in such reSpect is herein provided for, or shall be adjudicated to be so provided for herein, the provisions of this paragraph shall govern, and the undersigned shall not be obligated to pay the amount of such interest to the extent that it is in excess of the amount permitted by law. In the eVent the holder shall collect monies that are deemed to constitute interest that would otherwise increase the effective interest rate on this Bond to a rate in excess of that permitted to be charged by applicable law, all such sums deemed to constitute interest in excess of the amount collectible at the legal rate shall be immediately returned to the Board. This Bond shall be construed according to the laws of the State of Tennessee. Any notice to the Board regarding this Bond shall be effective when delivered by personal service or when placed in the United States mails, regiStered or certi?ed mail, postage prepaid, return receipt requested, addressed to the Board, 25 Jefferson Street, Suite 300, Clarksville, Tennessee 37040, Attention: Chairman, or at such other address as may be designated in writing to the holder of this Bond by the Board. I [remainder of page blank] IN WITNESS WHEREOF, The Industrial Development Board of the County of Montgomery, Tennessee has caused this Bond to be duly executed by its Chairman and attested by its Secretary, as of the date ?rst above written. THE INDUSTRIAL DEVELOPMENT BOARD OF THE COUNTY OF MONTGOMERY, TENNESSEE By: Chairman ATTEST: Secretary Date of Registration December 2015 146566556 Name of Mistered Owner Foxman LLC 7 By: Signature of Bond Rggister oxman LLC Its: SERIES 201513 BOND PURCHASE AGREEMENT THIS SERIES 2015B BOND PURCHASE AGREEMENT, dated as of December L74 2015 (this ?Agreement?), between and among The Industrial Development Board of the County of Montgomery, Tennessee, a Tennessee public nonpro?t cmporation (the "Board"), and Foxman LLC, a Delaware limited liability company (the "Purchaser"). PRELIMINARY STATEMENTS: - The Board is authorized by Chapter 53 of Title 7, Tennessee Code Annotated, and resolutions of the Board adopted pursuant thereto to issue its bond to construct, expand and renovate manufacturing, distribution, warehouse and of?ce facilities and to lease the same to lessees such as Foxman LLC, a Delaware limited liability company (as lessee, the "User"). I (2) The Purchaser is prepared to purchase such bond. (3) All capitalized terms Used in this Agreement and not otherwise de?ned herein shall have the meanings de?ned in the Equipment Lease Agreement dated as of the date hereof between theBoard and the'User (the "Lease") referred to in Section 2.01(b) below and are hereby incorporated by reference. I NOW, THEREFORE, in consideration of the premises; the Board and the Purchaser hereby agree as follows: ARTICLE I AMOUNT AND TERMS OF BOND. SECTION 1.01. Bond. The Purchaser agrees to purchase and the Board agrees to sell, at par, on the terms and conditions hereinafter set forth, the Board?s Industrial Revenue Bond, Series 2015B (F oxman LLC Project), substantially in the form of Exhibit A hereto (the "Bond"). SECTION 1.02. Purchasing Bond. The Bond shall be purchased on the date hereof, or such other date agreed to by the parties hereto (the "Closing Date"). On the Closing Date and upon ful?llment Of the applicable conditions set forth in Article II, the Purchaser will purchase the Bond by advancing funds to the User, on behalf of the Board, in the amount then eligible for disbursement under Section 3.03 of the Lease. Additional advances, up to an aggregate amount of $1,000,000,000 (including the initial amount advanced) shall be made by the Purchaser in the same manner from time to time in the amounts then eligible for disbursement pursuant to Section 3.03 of the Lease. SECTION 1.03. Prepayments. The Bend is subject to prepayment as therein provided. Any prepayment shall be applied ?rst to costs of the Purchaser to enforce its rights under the Bond and the related collateral documents, then to accruedinterest on the Bond and then to principal of the Bond. The Board shall apply any moneys received pursuant to Sections 5.02, 12.02, 12.03 and 19.02 ofthe Lease (other than amounts that the Board is entitled to retain pursuant to the Lease) to the prepayment of the Bond. Section 1.04. Payments and Computations. Each payment under the Bond shall be made not later than 12:00 Noon (Eastern Time) on the day when due in lawful money of the United States of America, to the holder of the Bond at the main of?ce of the Purchaser or such other place designated by such holder. - Section 1.05. Special Obligation. The Bond shall constitute a special obligation?of the Board, and the principal of and interest on the Bond, and all other amounts payable pursuant to this Agreement and the Bond, shall be payable solely out of the revenues derived from the Project, including all payments due from the User under the Lease. . 7 ARTICLE II CONDITIONS OF-PURCHASE Section 2.01. Conditions Precedent to Purchase of Bond. The obligation of the Purchaser to purchase the Bond is subject to the following conditions precedent, which the Purchaser shall have received on or before the Closing Date, each dated the Closing Date, in form and substance satisfactory to the Purchaser: - The Bond duly executed by the Board. The Lease, in form and substance satisfactory to the Purchaser, duly executed by the Board and the User (the Board and the User, collectively, the "Bond Parties" and each, individually, a "Bond Party"). . I A Security Agreement in a form acceptable to the Purchaser (the "Security Agreement") (the Security Agreement, the Lease, the Bond, and this Agreement, collectively the "Bond Documents" and each, individually, a "Bond Document") duly executed by the Board, together with evidence of the completion of all recordings and ?lings as may be necessary or, in the opinion of the Purchaser, desirable to perfect the liens and security interests created by the Security Agreement, and (ii) evidence that all other actions necessary or, in the opinion of the Purchaser, desirable to perfect and protect the security interests created by the Security Agreement have been taken. - Certi?ed copies of the resolutions 'of the Board of Directors or manager, as applicable, of each Bond Party approving each Bond Document to which it is a party, and of all documents evidencing other necessary corporate or limited liability company action, as applicable, and governmental approvals, if any, with respect to each such Bond Document. A Certi?cate of the Secretary, manager or similar of?cial of each Bond Party certifying the names and true signatures of the of?cers or authorized representatives of such Bond Party authorized to sign each Bond Document to which it is a party and the other?documents to be delivered by it hereunder. SECTION 2.02. Further Conditions Precedent to Purchase of the Bond. The obligation of the Purchaser to purchase the Bond shall be subject to the further condition precedent that on the Closing Date the Purchaser shall haVe received such other approvals, opinions or documents as the Purchaser may reasonably request. ARTICLE 1H REPRESENTATIONS AND WARRANTIES SECTION Representations and Warranties of the Board. The Board represents and warrants as follows: I The Board is a-duly established, organized and existing public not?for?pro?t corporation under the laws of the State of.Tennessee. The execution, delivery and performance by the Board of each Bond Document to which it is or will be a party are within the Board's powers, have been duly authorized by all necessary corporate action, and do not contravene the Board's constituent documents, any law or any contractual or legal restriction binding on or affecting the Board. There is no limit under Tennessee law as to the amount of indebtedness, including the Bond, that may be issued by the'Board. No authorization, consent or approval or other action by, and no notice to or ?ling with, any governmental authority or regulatory body or legal entity or person is required for the due execution, delivery and performance by the Board of any Bond Document to which it is or will be a party, except for the ?ling of a notice with the State Division of Local Finance of the information required by Tennessee Code Annotated 51. The Bond is a ?private activity bond? as de?ned in Section 141 of the Internal Revenue Code of 1986, as amended (the ?-Code?) and is not a ?quali?ed bond? within the meaning of the Code. Therefore, the interest on the Bond is not excluded from the gross income of the" holder thereof for federal income tax purposes under Section 103 of the Code, and therefore the Bond is not an ?exempt security?~ under the federal securities laws. Howover, the Bond is being sold to the Purchaser in a negotiated private placement, which is an ?exempt transaction? under the federal securities laws. I The Bond Documents to which the Board is a party have been duly executed by the Board by an of?cer or of?cers of the Board duly authorized to execute such Bond Documents. This Agreement is, and each other Bond Document to which the Board will beat party when executed and delivered or issued will be, the legal, valid and binding special obligations of the Board enforceable against the Board in accordance with its terms. There is no pending or threatened action or proceeding before any court, governmental agency or arbitrator calling into question the creation, organization or existence of the Board, the validity of any of the Bond Documents, or the authority of the Board to enter into. or'perform any of the Bond. Documents or which if decided adversely to the Board might have a material adverse effect upon the Board's ability to perform its obligations under the Bond Documents. In connection with the authorization, issuance and sale of the Bond, the Board has complied with-all provisions of the Constitution and the laws of the State of Tennessee, including the Act - . and the Public Meetings Act, Title 8, Chapter 44, Tennessee Code Annotated. The Board has taken all necessary action required byeach of the Bond documents to which it is a party for such Bond Documents to be the valid obligations of the Board. ARTICLE IV COVENANTS OF THE BOARD SECTION 4.01. Af?rmative Covenants. So long as the Bond shall remain unpaid, the Board shall, unless the holder of the Bond shall otherwise consent in writing: . Take all action and do all things which it is authorized by law to take and do in order to- perform and observe all covenants and agreements on its part to be performed and observed under the 'Bond Documents. . - Execute, acknowledge where appropriate, and deliver from time to time at the request of the holder of the Bond all such instruments and documents as in the opinion of such holder are - necessary or desirable to carry out the intent and purpose of the Bond Documents (or any of them). SECTION 4.02. Negative Covenants. So long as the Bond shall remain unpaid, the Board shal not, without the written consent of the holder of the Bond, take any action which, directly or indirectly, adversely affects its existence or status as a public not?for-pro?t corporation under the laws of Tennessee. SECTION 4.03. Mutilated, Lost, Stolen or Destroyed Bond. In the event the Bond is mutilated, lost, stolen, or destroyed, the Board shall'execute a new Bond, provided that, in the case of mutilation of the Bond, the mutilated Bond shall ?rst be surrendered to the Board, and in the case of a loss, theft, or destruCtiou of the Bond, there ?rst shall' be ?rrnished to the Board evidence of such loss, theft or destruction satisfactory to the Board, together with an indemnity satisfactory to it. The Board may charge the current holder of the Bond (as shown on the bond register) with its reasonable fees and expenses for such service. In executing a new Bond, the Board may rely conclusively upon the representations of the current holder of the Bond (as shown on the bond register) concerning the mutilation, loss, theft or destruction of the Bond. - ARTICLE EVENTS OF DEFAULTS SECTION 5.01. Events 'of Default. If any of the following events ("Events of Default") shall occur and be continuing: i - Any installment or principal of, or interest on, the Bond shall not be paid when due and such failure shall not be cured within thirty (30) days after written notice thereof to the Board and the User; or Any representation or warranty made by any Bond Party (or any of its of?cers) under or in connection with any Bond Document shall prove to have been incorrect in any material respect when made or shall become. incorrect while the Bond is outstanding and circumstances causing such representation or warranty to be incorrect shall not be cured within sixty (60) days after written notice thereof to such Bond Party; or Any Bond Party shall fail to perform or observe any other term, covenant or agreement contained in any Bond Document on its part to be performed or obserVed and any such failure shall remain unremedied for sixty (60) days after written notice thereof shall have been given to such Bond Party by the holder of the Bond, provided that if such failure cannot be cured within such sixty (60)-day period, it shall not constitute an Event of Default hereunder if corrective action is instituted by the appropriate party during such period and diligently pursued until such failure is cured, provided that such failure shall be cured within one hundred twenty (120) days after the date written notice was ?rst given to such defaulting Bond Party; or An Event of Default shall occur and be continuing under the Lease; or The Board shall ?le a voluntary petition in bankruptcy, or shall be adjudicated bankrupt or insolvent, or shall ?le any petition or answer seeking any reorganization, composition, readjustment, liquidation or similar relief for itself under any present or future statute, law or regulations, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver, custodian or liquidator of the Board or of all or any substantial part of its properties or of the Project, or shall make any general assignment for the bene?t of creditors, or shall admit in writing its inability to pay' its debts generally as they become due; or A petition shall be ?led against the Board seeking any reorganization, composition, readjustment, liquidation or similar relief under any present or future statute, law or regulation, and shall remain undismissed or unstayed for an aggregate of sixty (60) days (whether or not consecutive), or if any trustee, receiver, custodian or liquidator of the Board or of all or any substantial part of its preperties or of the Project shall be appointed without the consent or acquiescence of the Purchaser and such appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days (whether or not consecutive); then, in the event set forth in paragraphs or above, the principal amount of the Bond and all interest thereon and all other amounts payable thereunder and under this Agreement shall be automatically due and payable, and in any other such event, the holder of the Bond may, by notice to the Board, declare the Bond, all interest thereon and all other amounts payable thereunder and under this Agreement to be forthwith due and payable, whereupon the Bond, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Board, and the Board will forthwith pay to such holder the entire principal of and interest accrued on the Bond and all such other amounts. ARTICLE VI MISCELLANEOUS - SECTION 6.01. Notices Etc. All notices and other communications provided for hereunder shall be in writing (including telegraphic communication) and mailed or delivered, if to the Board, at its address at 25 Jefferson Street, Suite 300, Clarksville, Tennessee 37040, Attention: Chairman; if to the Purchaser, at its address at 0/0 Corporation Services Company, 2711 Centerville Road, Suite 300, Wilmington, Delaware 19808, Attention: General Counsel, with a copy to Bass, Berry Sims PLC, 150 Third Avenue "South, Suite 2800, Nashville, Tennessee 37201, Attention: Stephen J. Jasper; if to the User, at its address at 0/0 Corporation Services Company, 2711 Centerville Road, Suite 300, Wilmington, Delaware 19808, Attention: General Counsel, with a copy to Bass, Berry Sims PLC, 150 Third AVenue South, Suite 2800, Nashville, Tennessee 37201, Attention: Stephen J. Jasper; if to any holder of the Bond other than the Purchaser, at the address contained in the notice given pursuant to Section 6.04 hereof; or, as to each party, at such other address as shall be designated by such party in a written notice to the other party. All such notices and communications shall, when mailed, be effective when deposited in the mails, properly addressed. . SECTION 6.02. No Waiver; Remedies. No failure on the part of the holder of the Bond to exercise, and no delay in exercising, any right under any Bond Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right under any Bond Document preclude any other or further exercise thereof or the exercise of any other right. The remedies provided in the Bond Documents are cumulative and not exclusive of any remedies provided by law. SECTION 6.03. Binding Effect; Governing Law. This Agreement shall be binding upon and inure to the bene?t of the Board and the Purchaser and their respective successors and assigns, except that the Board shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Purchaser. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Tennessee. SECTION 6.04. Acquisition of Bond for Account of Purchaser. The Purchaser represents and warrants that it will acquire the Bond and the other Bond Documents to be acquired by it for its own account and that it has no present intention of making any distribution or disposition of the Bond. In the event that the Purchaser or any subsequent holder of the Bond should transfer the Bond, the Purchaser or any subsequent holder shall give prompt written notice to the Board and the User of the name and address of the transferee. Until such time as the Board and the User receive such notice from the Purchaser or subsequent holder of the Bond and the name and address of the transferee have been entered on the bond register referred to in Section 6.09 hereof and noted on the Bond, the Board and the User shall be entitled to assume that the Purchaser is the holder of the Bond and thereafter that the holder of the Bond is as re?ected in the most recent entry on the bond register and the most recent notation on the Bond. SECTION 6.05. Severabiligg. In the event that any clause or provision of any Bond Document shall be held to be invalid by any court of competent jurisdiction, the invalidity of such clause or provision shall not affect any of the remaining provisions or such Bond Document. SECTION 6.06. Payment on Non?Business Days. Whenever any payment to be made hereunder or under the Bond shall be stated to be due on a Saturday, Sunday or a public holiday or the equivalent for banks generally in Jefferson City, Tennessee, (any other day being a "Business Day"), such payment may be made on the next succeeding Business Day. SECTION 6.07. Termination. This Agreement shall not terminate until the Bond has been paid in full and all other obligations of the Board hereunder have been performed. SECTION 6.08. No Liability of Board's Officers, Etc. No recourse under Or upon any obligation, covenant or agreement contained in the Bond Documents to which the Board is a party, or under any judgment obtained against the Board, or by the enforcement of any assessment or by any legal or equitable proceeding by virtue of any constitution or statute or otherwise or under any circumstances, under or independent of such Bond Documents, shall be had against any incorporator, member, director or officer, as such, past, present or future, of the Board, either directly or through the Board, or otherwise, for the payment for or to the Board or any receiver thereof, or for or to the holder of the Bonds or otherwise, of any sum that may be due and unpaid by the Board pursuant to such Bond Documents. Any and all personal liability of every nature, whether at common law or in equity, or by statute or by constitution or otherwise, of any such incorporator, member, director or of?cer, as such, to respond by a reason of any act or omission on his part or otherwise, for the payment for or to the Board or any receiver thereof, or for or to the holder of the Bonds or otherwise, of any sum that may remain due and unpaid pursuant to such Bond Documents, is hereby expressly waived and released as a condition of and consideration for the execution of this Agreement and the issue of the Bonds. SECTION 6.09. Bond Registration. The Bond shall be registered (as hereinafter provided) in the name of the owner on a bond register to be provided for that purpose by the Board in the of?ce of the User, as bond registrar. No transfer thereof shall be valid unless made at the written request of the registered owner or its legal representative, on said bond register and evidenced by notation to that effect on the Bond by 'such bond registrar. The person in whose name the Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the interest on or the principal of the Bond shall be made only to or upon the order of the registered owner thereof or its legal representative but such registration may be changed as hereinabove provided. All such payments shall be valid and effectual to satisfy and discharge the liability upon the Bond to the extent of the sum or sums paid. SECTION 6.10. No Liability of Montgomery County, Tennessee. Montgomery County, Tennessee shall not in any event be liable for the payment of the principal of, premium, if any, or interest on the Bond, or for the performance 0f any pledge, mortgage, obligation or agreement. of any kind whatsoever herein or indebtedness of the Board, and neither the Bond nor any of the agreements or obligations of the Board contained in the Bond Documents to which it is a party or otherwise shall be construed to constitute an indebtedness of Montgomery County, Tennessee within the meaning of any constitutional or statutory provision whatsoever. I SECTION 6.11. Multiple Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original but all of which together shall constitute but one and the same instrument. (signature page IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective of?cers thereunto duly authorized,_as of the date ?rst'above written. THE INDUSTRIAL DEVELOPMENT BOARD OF THE COUNTY OF MONTGOMERY, TENNESSEE j? "7 - By: Chairman" ATTEST: M/lf/ kmka Secretary FOXMAN LLC By: Name: Todd Carpenter Title: Manager IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective of?cers thereunto duly authorized, as of the date ?rst above written. THE INDUSTRIAL DEVELOPMENT BOARD OF THE COUNTY OF MONTGOMERY, TENNESSEE By: Chaiiman ATTEST: Secretary FOXMAN LLC Name: Todd Calpenter Title: Manager Exhibit A Fonn of Bond 146304636 A-l THE INDUSTRIAL DEVELOPMENT BOARD OE THE COUNTY OF MONTGOMERY, TENNESSEE INDUSTRIAL REVENUE BOND, SERIES 201513 (FOXMAN LLC PROJECT) $1,000,000,000 . December 2015 FOR VALUE RECEIVED, the undersigned, THE INDUSTRIAL DEVELOPMENT BOARD OF THE COUNTY OF MONTGOMERY, TENNESSEE, a Tennessee public non-pro?t corporation (the "BOard"), hereby promises to pay to the registered owner hereof (the "Payee") the aggregate principal sum of One Billion Dollars or'so much thereof as may be advanced here against pursuant to the Bond Purchase Agreement referred to below, whichever shall be less, together with interest on the unpaid principal amount hereof as hereinafter provided. The interest on the unpaid principal amount hereof from the date hereof shall be equal to seven and one-quarter percent per annum. Interest will be computed on the basis of a 365-day year and the actual number of days elapsed. Beginning on January 1, 201.6, and continuing on the ?rst day of each month thereafter until and including January 1, 2039 (the ?Maturity Date?), the Beard shall .pay accrued and unpaid'interest on this Bond. Beginning on the January next succeeding the earlier of the occurrence of the ?Commencement of Operations Date? (as de?ned in that certain Payment In Lieu of Tax Agreement of even date herewith between the Board and Foxman LLC) and (ii) the third anniversaiy of the date hereof, and continuing on the ?rst day of each month thereafter through and including December 1, 203 8, the Board shall make an installment payment of principal on each such date in an amount equal to the outstanding principal balance hereunder on the January 1st on which such installment of principal is due or, for an installment payment due on a date other than January on the January lst? immediately preceding such installment due date (in each case, the ?_?Applicable January multiplied by (ii) a ?action equal to one divided by the number of months between the Applicable Janualy .lst and the Maturity Date (including the months in which the Applicable January 1st and the Maturity Date occur), Notwithstanding the foregoing, the Board shallmake a ?nal payment on the Maturity Date in the entire principal amount of the Bond then outstanding plus accrued and unpaid interest thereon. This Bond is the Bond referred to in, and is entitled to the bene?ts of, the Series 20158 Bond Purchase Agreement dated as of the date hereof between the Board and Foxman LLC (the I?Bond Purchase Agreement") and the Security Agreement and Assignment Of Lease referred to therein and entered into pursuant thereto (the "Security Agreement?). The Security Agreement assigns to the hOlder hereof the Board?s interest in that certain Equipment Lease Agreement dated, as of the date hereof between the Board. and Foxman LLC (the and conveys to or for the bene?t Of the holder hereof the Board?s security interest in the Leased Property (as de?ned in the Lease). The Bond Purchase Agreement, among other things, contains provisions for acceleration Of the maturity hereof upon the happening of certain Events of Default (as de?ned therein) and for prepayment under certain conditions, which provisions are incorporated herein by reference. This Bond may be prepaid in whole or in part at any time and from time to time without penalty or premium. Prepayments shall be applied ?rst to any costs and eXpenses of enforcement of rights hereunder and under the Bond Purchase Agreement and the Security Agreement, then to accrued interest then outstanding, and the remainder shall be applied to reduce the outstanding principal balance. This Bond is issued in accordance with Section 7-53?3 03 of Tennessee Code Annotated and constitutes a special obligation of the Board, and the principal of and interest on this Bond, and all other amounts payable pursuant to the Bond Purchase Agreement, this Bond and the Security Agreement are payable solely out of the revenues and receipts derived from the Project and by such additional security as may be available therefor. No recourse under or upon any obligation, covenant or agreement contained in this Bond, or under any judgment obtained against the Board, or by the enforcement of any assessment or by any legal . or equitable proceeding by virtue of any constitution or statute or otherwise or under any circumstances, under or independent of this Bond, shall be had against any incorporator, member, director or of?cer, as sud], past, present or future, of the Board, either directly or through the Board, or otherwise, for the payment for or to the Board or any receiver thereof, or for or to the holder of the Bond or otherwise, (if any sum that may be due and Unpaid by the Board upbn this Bond. Any and all personal liability of every nature, whether at common law or in equity, or by statute or by constitution or otherwise, of any such incorporator, member, director or of?cer, as such, to respond by reason of any act or omission on his part or otherwise, for the payment for or to the Board or any receiver thereof, or for or to the holder of this Bond or otherwise, of any sum that may remain due and unpaid upon this Bond, is hereby expressly waived and released as a condition of and consideration for the issue of this Bond. This Bond shall never constitute an indebtedness of Montgomery County, Tennessee or the State of Tennessee or any political subdivision thereof. The holder hereof shall never have the right to compel any, taxing power of Montgomery County, Tennessee or the State of Tennessee or any political subdivision thereof to pay this Bond or interest hereon. This Bond is registered on a bond register of the Board kept by Foxman LLC at its principal place of business, currently located at its o?ice at c/o. Corporation Services Company, 2711 Centerville Road, Suite 300, Wilmington, Delaware 19808, Attention: General Counsel. No transfer hereof shall be valid unless made on said bond register at the request of the registered owner or its duly authorized attorney and noted hereon. Upon the occurrence and during the continuance of an Event of Default (aside?ned in the Bond Purchase Agreement), the entire outstanding principal balance, together with all accrued and unpaid interest and any other sums owing under the Bond Purchase Agreement and the other Bond Documents (as de?ned in the Bond Purchase Agreement), shall, at-the option of the holder hereof, be immediately due and payable in full. The failure of the'holder hereof to exercise any option to accelerate the indebtedness hereunder if an Event of Default occurs, or any forbearance, indulgence or other delay by suchholder in the exercise of any such option, shall not constitute a waiver of the right to exercise such option prior to the curing of any such Event of Default or any subsequent Event of Default, whether similar or dissimilar to any prior Event of Default. The undersigned and any and all endorsers, sureties, guarantors, or other parties, hereby severally waive demand, notice, presentment and protest. 'In the event this Bond is placed in the hands of an attorney for collection or for enforcement or protection of the security, the Board and any and all endorsers, sureties, guarantors or other palties hereto, agree to pay reasonable attorney's fees and all court and other costs. The Board consents to any extension of time 'of payment hereof, release of all or any part of the security for the payment hereof, or release of any party liable for this obligation. Any such extension or release may be made without notice to the Board and without discharging any of its liability hereunder. No provision in this Bond shall require the payment or permit the collection of interest in excess of the maximum permitted by law. If any excess of interest in such reSpect is herein provided for, or shall be adjudicated to be so provided'for herein, the provisions of this paragraph shall govem, and the undersigned shall not be obligated to pay the amount of such interest to the extent that it is in excess of the amount permitted by law. In the event the holder shall collect monies that are deemed to constitute interest that would otherwise increase the effective interestrate on this Bond to a rate in excess of that permitted to be charged by applicable law, 'all such sums deemed to constitute interest in excess of the amount collectible at the legal rate shall be immediately returned to the Board. This Bond shall be construed according to the laws of the State of Tennessee. Any notice to the Board regarding this Bond shall be-effective when delivered by personal service or when placed in the United States mails, registered or certified mail, postage prepaid, return receipt requested, addressed to the Board, 25 Jefferson Street, Suite 300, Clarksville,? Tennessee 37040, Attention: Chairman, or at such other address as may be designated in writing to the holder of this Bond by the Board. - - - - [remainder of page blank] IN WITNESS WHEREOF, The Industrial Development Board of the County of Montgomeiy, Tennessee has caused this Bond to be duly executed by its Chairman and attested by its Secretary, as of the date ?rst above written. - THE INDUSTRIAL DEVELOPMENT BOARD OF THE COUNTY OF MONTGONIERY, TENNESSEE By: Chairman ATTE ST: Secretary Date of Registration Name of Registered Owner ?gnature bf Bond Register December 2015 Foxman LLC Foxman LLC By: Its: 146305065 THE INDUSTRIAL DEVELOPMENT BOARD OF THE COUNTY OF MONTGOMERY, TENNESSEE INDUSTRIAL REVENUE BOND, SERIES 2015B (FOXMAN LLC PROJECT) $1,000,000,000 December if, 2015 FOR VALUE RECEIVED, the undersigned, THE INDUSTRIAL DEVELOPMENT BOARD OF THE COUNTY OF MONTGOMERY, TENNESSEE, a Tennessee public non-profit corporation (the "Board"), hereby promises to pay to the registered owner hereof (the "Payee") the aggregate principal sum of One Billion Dollars or so much thereof as may'be advanced here against pursuant to the Bond Purchase Agreement referred to below, whichever shall be less, together with interest on the unpaid principal amount hereof as hereinafter provided. The interest on the unpaid principal amount hereof ?om the date hereof shall be equal to seven and one?quarter percent per annum. Interest will be computed on the basis of a 365?day year and the actual number of days elapsed. Beginning on January 1, 2016, and continuing on the ?rst day of eaCh month thereafter until and including January 1, 2039 (the ?Maturity Date?), the Board shall pay accrued and unpaid interest on this A Bond. Beginning on the January ,next succeeding the earlier of the occurrence of the ?Commencement of Operations Date? (as de?ned in that certain Payment In Lieu of Tax Agreement of even date herewith between the Board and Foxman LLC) and (ii) the third anniversary of the date hereof, and continuing on the first day of each month thereafter through andincludin?g December 1, 2038, the Board shall make an installment payment of principal on each such date in an amount equal to the outstanding principal balance hereunder on the January on which such installment of principal is due or, for an installment payment due on a date other than January on the January immediately preceding such installment due date (in each case, the ?Applicable January multiplied by (ii) a fraction equal to one divided by the number of months between the Applicable January and the Maturity Date (including the months in which the Applicable January and the Maturity Date occu'r). Notwithstanding the foregoing, the Board shall make a ?nal payment on the Maturity Date in the entire_ principal amount of the Bond then outstanding plus accrued and unpaid interest thereon. This Bond is the Bond referred to in, and is entitled to the bene?ts of, the Series 2015B Bond Purchase Agreement dated as of the date hereof between the Board and Foxman LLC (the "Bond Purchase Agreement") and the-Security Agreement and Assignment of Lease referred to therein and entered into pursuant thereto (the "Security Agreement"). . The Security Agreement assigns to the holder hereof the Board's interest in that certain Equipment Lease Agreement dated as of the date hereof between the Board and Foxman? LLC (the ?Lease?), and conveys to or for the bene?t of the holder hereof the Board?s security interest in the Leased Property (as de?ned in the Lease). The Bond Purchase Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain Events of Default (as defined therein) and for prepayment under certain conditions, which provisions are incorporated herein by reference. This Bond may be prepaid in whole or in part at any time and from time to time without penalty or premium. Prepayments shall be applied ?rst to any costs and expenses of enforcement of rights hereunder and under the Bond Purchase Agreement and the Security Agreement, then to accrued interest then outstanding, and the remainder shall be applied to reduce the outstanding principal balance. PY This Bond is issued in accordance with Section 7-53?303 of Tennessee Code Annotated and constitutes a special obligation of the Board, and the principal of and interest on this Bond, and all other amounts payable pursuant to the Bond Purchase Agreement, this Bond and the Security Agreement are payable solely out of the revenues and receipts derived from the Proj ect and by such additional security as may be available therefor. . No recourse under or upon any obligation, covenant or agreement contained in this Bond, or under any judgment obtained against the Board, or by the enforcement of any assessment or by any legal or equitable proceeding by virtue of any constitution or statute 'or otherwise or under any circumstances, under or independent of this Bond, shall be had against any incorporator, member, director or of?cer, as such, past, present or future, of the Board, either directly or through the Board, or otherwise, for the payment for or to the Board or any receiver thereof, or for or to the holder of the Bond orotherwise, of any sum that may be due and unpaid by the Board upon this Bond. Any and all personal liability of every nature, whether at common law or in equity, or by statute or by constitution or otherwise, of any such incorporator, member, director or. of?cer, as such, to reSpond by reason of any act or omission on his part or otherwise, for the payment for or to the Board or any receiver thereof, or for or to the holder of this Bond or otherwise, of any sum that may remain due and unpaid upon this Bond, is hereby expressly waived and released as a condition of and consideration for the issue of this Bond. This Bond shall never constitute an indebtedness of Montgomery County, Tennessee or the State of Tennessee or any political subdivision thereof. The holder hereof shall never have the right to compel any taxing power of Montgomery County, Tennessee or the State of Tennessee or any political subdivision thereof to pay this Bond or interest hereon. This Bond is registered on a bond register of the Board kept by Foxman LLC at its principal place of business, currently located at its of?ce at c/o Corporation Services Company, 2711 Centerville Road, Suite 300, Wihnington, Delaware 19808, Attention: General Counsel. No transfer hereof shall be valid unless made on said bond register at the request of the registered owner or its duly authorized attorney and noted hereon. Upon the occurrence and during the continuance of an Event of Default (as defined in the Bond Purchase Agreement), the entire outstanding principal balance, together with all accrued and unpaid interest and any other sums owing under the Bond Purchase Agreement and the other Bond Documents (as de?ned in the Bond Purchase Agreement), shall, at the option of the holder hereof, be immediately due and payable in full. The failure of the holder hereof to exercise any option to accelerate the indebtedness hereunder if an Event of Default occurs, or any forbearance, indulgence or other delay by such holder in the exercise of any such option, shall not constitute a waiver of the right to exercise such option prior to the curing of any such Event of Default or any subsequent Event of Default, whether similar or dissimilar to any prior Event of Default. The undersigned and any and all endorsers, sureties, guarantors, or other parties, hereby severally waive demand, notice, presentment and protest. In the event this Bond is placed in the hands of an attorney for collection or for enforcement or protection of the security, the Board and any and all endorsers, sureties, guarantors or other parties hereto, agree to pay reasonable attorney?s fees and all court and other costs. The Board consents to any extension of time of payment hereof, release of all or any part of the security for the payment hereof, or release of any party liable for this obligation. Any such extension or release may be made without notice to the Board and without discharging any of its liability hereunder, . No provision in this Bond shall require the payment or permit the collection of interest in excess of the maximum permitted by law. If any excess of interest in such respect is herein provided for, or shall be adjudicated to be so provided for herein, the. provisions of this paragraph shall govern, and the undersigned shall not be obligated to pay the amount of such interest to the extent that it is in excess of the amount permitted by law. In the event the holder shall collect monies that are deemed to constitute interest that would otherwise increase the effective interest rate on this Bond to a rate in excess of that permitted to be charged by applicable law, all such sums deemed to constitute interest in excess of the amount collectible at the legal rate shall be immediately returned to the Board. This Bond shall be construed according to the laws of the State of Tennessee. Any notice to the Board regarding this Bond shall be effective when delivered by personal service or when placed in the United States mails, registered or certi?ed mail, postage prepaid, return receipt requested, addressed to the Board, 25 Jefferson Street, Suite 300, Clarksville, Tennessee 37040, - Attention: Ghanaian, or at such other address as may be designated in writing to the holder of this Bond by the Board. [remainder of page blank] IN WITNESS WHEREOF, The InduStrial Development Board of the COunty of Montgomery, Tennessee has cansed this Bond to be duly executed by its Chairman and attested by. its Secretary, as of the date ?rst above written. . .- THE INDUSTRIAL DEVELOPMENT BOARD OF THE COUNTY OF MONTGOMERY, TENNESSEE . - Chairmab - ATTEST: Secretary Date of Registration December 1,5015 146305066 Name of Registered Owner Foxman LLC Si ature of Bond Re ister Foxma By: Its: Todd Carpenter Manager THE INDUSTRIAL DEVELOPMENT BOARD OF THE COUNTY OF MONTGOMERY, TENNESSEE INDUSTRIAL REVENUE BONDS SERIES 2015A AND 20153 (FOXMAN LLC PROJECT) RECEIPT FOR BONDS The undersigned acknowledges receipt of the not to exceed $1,000,000,000 Industrial Revenue Bond, Series 2015A (Foxman LLC Project) issued by The Industrial Development Board of the County of Montgomery, Tennessee, dated as of the date hereof, bearing interest and payable as set forth therein and (ii) the not to exceed $1,000,000,000 Industrial Revenue Bond, Series 2015B (F oxman LLC Project) issued by The Industrial Development Board of the County of Montgomery, Tennessee, dated as of the date hereof, bearing interest and payable as set forth therein. Dated: Decemberz._2, 2015. FOXMAN LLC Name: Todd Carpenter Title: Manager THE INDUSTRIAL DEVELOPMENT BOARD OF THE COUNTY OF MONTGOMERY, TENNESSEE INDUSTRIAL REVENUE BONDS SERIES 2015A AND 2015B (FOXIVIAN LLC PROJECT) RECEIPT FOR BOND PROCEEDS The undersigned, on behalf of The Industrial Development Board of the County of Montgomery, Tennessee (the "Board"), acknowledges that Foxman LLC (the "Purchaser") has disbursed to it $64,000,000 as the initial disbursement of the purchase price of the Board's $1,000,000,000 Industrial Revenue Bond, Series 2015A (Foxman LLC Project) (the "Series 2015A Bond"), pursuant to the terms of the Series 2015A Bond Purchase Agreement of even date herewith between the Board and the Purchaser with respect to the Series 2015A Bond and that such disbursed amount has been applied to pay eligible costs of the Project pursuant to said agreement and (ii) the Purchaser has disbursed to it $1,000,000 as the initial disbursement of the purchase price of the Board's $1,000,000,000 Industrial Revenue Bond, Series 2015B (Foxman LLC Project) (the "Series 2015B Bond"), pursuant to the terms of the Series 2015B Bond Purchase Agreement of even date herewith between the Board and the Purchaser with respect to the Series 2015B Bond and that such disbursed amount has been applied to pay eligible costs of the Project pursuant to said agreement. Dated: December 2015. FOXMAN LLC Name: Todd carpenter Title: Manager DEPARTMENT OF ECONOMIC AND COMMUNITY DEVELOPMENT RANDY BOYD BILL HASLAM COMMISSIONER GOVERNOR December 2, 2015 Michael Evans Executive Director Montgomery County Industrial Development Board 25 Jefferson Sileet, Suite 300 RC. BOX. 883 Clarksville, Tennessee 57041 RE: Payment In Lieu of Tax Agreement?Industrial Development Board of the County of Montgomery Dear Mr. Evans, 1 reCeived your request dated October 6, 2015 for a determination that the proposed payment in lieu of tax agreement Agreement?) relating to the construction of real property improvements for use in connection with the information technology operations of Foxman LLC I (the ?Company?), including any demolition and reconstruction or other re-use of any existing facility (the ?Project?) is in the best interest of the State of Tennessee. On November 5, 2015, I receiVed the substantially ?nal, unexecuted version of the PILOT Agreement. The PILOT Agreement is between the Industrial DeVelopment Board of the County of Montgomery (the and the Company. Your request was Submitted on behalf of the IDB. Pursuant to T.C.A. 7?53-305 an industrial development board may not enter into an agreement permitting payments in lieu of taxes to be waived or otherwise not assessed for a period of greater than 20 years from the date of such agreement Without a determination by the Commissioner of the Department of Economic and Community Development and the Comptroller of the Treasury that the agreement is in the best interest of the state. Section 2(a) of the PILOT Agreement states mat the maximum abatement year will be 2038. In other words, the term of the PILOT Agreement may extend for 23 years. It is my'understanding that the extension of the PILOT term beyond 20 years is primarily due to the initial construction period. The Cost/Bene?t Analysis (the ?Analysis?) also indicates that the Project is expected to result in the creation of lies; and indirect jobs, with a total direct and indirect income of $8.4 million. In addition, Section 5 of the PILOT Agreement appears to authoriZC the IDB to clawback Certain tax abatement bene?ts if the Company does not meet its investment and employment targets. Mr. Evans Page 2 Based solely on my review of your request letter, the PILOT Agreement, and the Analysis, I have noted that the term of the PILOT Agreement may technically extend beyond 20 years, but that the bene?ts of the Project are numerous. Therefore, I concur with the opinion of the Comptroller- of the Treasury that the. PILOT Agreement is in the best interest of the State of Tennessee. Sincerely, Co 'ssioner me IL TOWER 27TH FLOOR - 312 RosaL. PARKS - NASHVILLE, TN 37243-1102 615.741.1888 - TNECD.COM STATE OF TENNESSEE u'stin P. Wilson COWIROLLER OFTHE TREASURY Comptroller CAPITOL NASHVILLE. TENNESSEE 37243-9034 mom: (615) 741.2501 December 1, 2015 VIA U.S. MAIL Mr. Michael J. Evans 25 Jefferson Street, Suite 300 PO. BOX 883 Clarksville, Tennessee 37041 RE: Payment In Lieu of Tax Agreement?Industrial Development Board of the County of Montgomery Dear Mr. Evans, I received yonr request dated October .6, 2015, for a determination that the proposed payment in lieu of tax agreement Agreement?) relating to the construction of real property improvements for use in connectiOn with Foxman (?Company?) information technology operations, including any demolition and reconstruction or other re-use of any existing facility (?ProjeCt?) is in the best interest of the State of Tennessee. 011 Noyember S, 2015, I received the substantially ?nal unexecuted version of the PILOT Agreement. The PILOT Agreement is between the Industrial Development Board of the County of Montgomery and the Company. Your request was submitted on behalf of the IDB. Pursuant to T.C.A. an industrial development board may not enter into an agreement permitting payments in lieu of taxes to be waived or otherwise not assessed for a period of greater than 20 years from the date of such agreement without a determination by the Comptroller of the Treasury and the Commissioner .of {the ._Department of? Economic and Community Development that the agreement is in the best interest of the state. Section 2(a) of the PILOT Agreement states that the maximum abatement year will be 2038. In other words, the - term of the PILOT Agreement may extend for 23 years, i It is my understanding that the extension of the term beyond 20 years is primarily due to a construction period. The Cost/Bene?t Analysis (?Analysis?) indicates that the Project is expected to result in the creation of .new and indirect jobs with a total direct and indirect income of $8 .4 million. In addition, Section 5 of the PILOT Agreement appears to authorize the IDB to clawback certain tax abatement bene?ts if the Company does not accomplish certain investment and employment targets. - Mr. Michael J. Evans Page 2 BaSed on my review of your request letter, the PILOT Agreement, and the Analysis, I have noted that the term of the PILOT Agreement may technically extend beyond 20 years, but that the bene?ts of the Project are numerous. Therefore, the PILOT Agreement, in my opinion, is in the best interest of the State of Tennessee. iikincerely, .1 .c J?stin P. Wilson of the T1?easu1y Commissioner of the Department of Economic and Community Development ACORD CERTIFICATE OF LIABILITY INSURANCE DATE 12/032015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS - ERTIFICATE DOES NOT AFFIRMATIVELY 0R NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES SELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURERIS), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy?es) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conqitions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in of such endorsement(s). PRODUCER MARSH RISK INSURANCE SERVICES CONTACT NAME: PHONE I FAX INC No ExtI: IAIC, Nu); E-MAIL ADDRESS: INSURERIS) AFFORDING COVERAGE NAIC If 102594.3TND.GAW.1516 INSURER A Old Republic Insurance Co 24147 INSURED INSURER Safety National Casually Corp. 15105 - INSURER INSURER . INSURER . CERTIFICATE NUMBER: SEA-00301832001 REVISION THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERMOR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 0 cv EF POLICY EXP IIUTRB TYPE OF INSURANCE va POLICY NUMBER LIMITS A COMMERCIAL GENERAL LIABILITY MWZY304594 05I0112015 0510112015 EACH OCCURRENCE 5 5.000300 DAMAGE ED CLAIMS-MADE OCCUR 5 5,000,000 MED EXP (Any one person) 10300 . 7 PERSONAL a. ADV INJURY 5 SEE ATTACHED AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE 5.000.000 POLICY 5.21% LDC PRODUCTS - OOMPIOP AGG 5.000.000 OTHERCOMBINED SINGLE LIMIT AUTOMOBILE LIABILITY 06/002015 0603112015 accident) 5 5.0011000 ANY AUTO BODILY INJURY (Per person) ?b?ggmw ESITTSQULED BODILY INJURY (Per accident) 5 - NON-OWNED PROPERTY DAMAGE HIRED AUTOS (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE . EXCESS LIAB I AGGREGATE 3 BED I I RETENTION - WORKERS COMPENSATION LDS4052990 (A08) 06m1f2015 05I01I2016 PER OTH- AND EM LIABILITY 1 STATUTE ER ANY PROPRIEIORIPARTNERIEXECUTIVE P34052991 (WI) 0501,2015 05mm 5 EL EACH ACCIDENT 5 1,000,000 . - (Mandatory In NH) EL DISEASE - EA EMPLOYEE 1.000.000 11 yes, describe under DESCRIPTION OF OPERATIONS below - EL DISEASE - POLICY LIMIT 1.000.500 BY WRITTEN CONTRACT. DESCRIPTION OF LOCATIONS (ACORD 101, Additional Remarks Schedule, may be attached If more space is requIred} . THE INDUSTRIAL DEVELOPMENT BOARD OF THE COUNTY OF MONTGOMERY, TENNESSEE IS AS ADDITIONAL INSURED AS RESPECTS GENERAL LIABILITY TO THE EXTENT REQUIRED CERTIFICATE HOLDER CANCELLATION .THE INDUSTRIAL DEVELOPMENT BOARD OF THE COUNTY OF MONTGOMERY, TENNESSEE 25 JEFFERSON STREET, SUITE 300 CLARKSVILLE, TN 37040 . SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh Risk 3. Insurance Services Stephanie Guaiumi ACORD 25 (2014101) 1988-2014 ACORD CORPORATION. All rights resenied. The ACORD name and IogO are registered marks of . AGENCY CUSTOMER ID: 102594 f: I - . ~08 ADDITIONAL REMARKS SCHEDULE Page 2 - 0f 2 AGENCY NAMED INSURED MARSH RISK INSURANCE SERVICES POLICY NUMBER CARRIER ch cons EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE T0 ACORD FORM, FORM NUMBER: i 1 FORM 11115; Certi?cate of Liability Insurance PERSONAL WITH LIMITATION ENDORSEMENT. POLICY NUMBER: MWZY304594 - 0610112016). OLD REPUBLIC INSURANCE 00., LIMIT: $5,000,000 ADVERTISING INJURY LIMIT: EXCLUDED THE INSURANCE TYPES DISPLAYED IN THIS CERTIFICATE APPLY TO GOOGLE INC. AND ITS SUESIDIARIES, INCLUDING FOXMAN LLC. ACORD 101 (2008I01) 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks