CLERK OF SUPERIOR COURT

MORGAN COUNTY, GEORGIA

2023-SU-CA-027
IN THE SUPERIOR COURT OF MORGAN COUNTY
JAN 27, 2023 04:52 PM

STATE OF GEORGIA

EDWARD CLAY; CANDACE BEAM; )

ALAN D. JENKINS; FELTON JENKINS, III; )
DEBORAH CROWE; and JAMES GUNN, )
) CIVIL ACTION FILE NO.
Plaintiffs, )
)
v. )
)
MORGAN COUNTY, GEORGIA
)
Defendants )

COMPLAINT FOR DECLARATORY RELIEF

COME NOW Edward Clay, Candace Beam, Alan D. Jenkins, Felton Jenkins III,

Deborah Crowe and James Gunn, Plaintiffs herein, and for their Complaint for Declaratory

Relief show the Court as follows:

PARTIES AND JURISDICTION

1.

Plaintiff Edward Clay is an individual resident of Morgan County, Georgia and is

the owner of, and resides at, certain real property located at 4541 Davis Academy Road,

Rutledge, Georgia, being also designated as Tax Parcel # 013 028G by the Tax Assessor

of Morgan County, Georgia (the “Clay Property”).

2.

Plaintiff Candace Beam is an individual resident of Morgan County, Georgia, and

resides at 1060 Chilton Woods Road, Rutledge, Georgia, being also designated as Tax
Parcel # 013 168 by the Tax Assessor of Morgan County, Georgia. (the “Beam Residence”)

In addition, Plaintiff Beam is an owner of approximately twenty-five (25) acres of real

property located along Old Mill Road, Rutledge, Georgia, being also designated as Tax

Parcel #013 026D by the Tax Assessor of Morgan County, Georgia, upon which Plaintiff

Beam raises cattle. In addition, Plaintiff Beam is a tenant upon approximately twenty-one

(21) acres of real property located along Old Mill Road north of Davis Academy Road,

being a portion of that property designated as Tax Parcel #013 030 by the Tax Assessor of

Morgan County, Georgia, upon which Plaintiff Beam raises cattle (Tax Parcels #013 026D

and #013 030 being collectively identified as the “Beam Property”).

3.

Plaintiff Alan D. Jenkins is an individual resident of Morgan County, Georgia, and

is an owner of certain property located at the corner of Old Mill Road and Davis Academy

Road, Rutledge, Georgia, being also designated as Tax Parcel # 013 030B by the Tax

Assessor of Morgan County, Georgia (the “Jenkins Property”).

4.

Plaintiff Felton Jenkins III is an individual owner of the Jenkins Property.

5.

Plaintiff Alan D. Jenkins and Felton Jenkins, III are lessees in regard to

approximately 240 acres of real property located along Old Mill Road and Davis Academy

Roads, such properties being designated at Tax Parcel # 013 030, Tax Parcel # 013 028,

and Tax Parcel # 013 174 (the “Jenkins Leased Property”), for the purposes of various

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types of recreation, including, but not limited to, fishing, hunting, birdwatching, hiking,

mountain biking, and overnight camping, as well as farming and other business purposes.

6.

Plaintiff Deborah Crowe is an individual owner of certain real property in Morgan

County, Georgia, located at 5750 Atlanta Highway, Rutledge, Georgia, being also

designated as Tax Parcel # 013 036 by the Tax Assessor of Morgan County, Georgia (the

“Crowe Property”).

7.

Plaintiff James Gunn in an individual owner of certain real property in Morgan

County, Georgia, located at 1290 Chilton Woods Road, Rutledge, Georgia, being also

designated as Tax Parcel 013 172 by the Tax Assessor of Morgan County, Georgia (the

“Gunn Property”).

8.

Defendant Morgan County, Georgia, is a political subdivision of the State of

Georgia and is the governing authority with jurisdiction over the real property located

within the unincorporated areas of Morgan County.

9.

Defendant Morgan County is a proper party defendant to this action in accordance

with the provisions of Article I, Section 2, Paragraph V(b) of the Constitution of the State

of Georgia. In accordance with such provision, Defendant Morgan County is a properly

PAGE -3-
named party regarding the allegations set forth herein, including, but not limited to, those

related to any officer or employee of Morgan County.

10.

Sovereign immunity has been waived as to Defendant Morgan County in

accordance with the provisions of Article I, Section 2, Paragraph V(b) of the Constitution

of the State of Georgia

11.

Venue is proper in accordance with GA CONST Art. 6, § 2, ¶ III and ¶ VI because

Defendant Morgan County, Georgia is located within this jurisdiction, the property at issue

is this litigation is located in Morgan County, Georgia, and because substantial equitable

relief is sought against Morgan County to enforce the declaratory relief of this Court.

STATEMENT OF RELEVANT FACTS

12.

Rivian Horizon, LLC, (“Rivian”) is a Delaware limited liability company which

intends to develop and operate a vehicle manufacturing and research, development, testing,

sales and/or service facility, including battery manufacturing facilities, and other related

facilities (the “Rivian Project”) on certain property located within both Morgan County

and Walton County, Georgia.

13.

Rivian is the designer and will be the ultimate user, operator, and equitable owner

of the Rivian Project.

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 14.

The Rivian Project constitutes a heavy industrial use in accordance with Table 4.1

of the Morgan Zoning Ordinance.

15.

Included within the property upon which the Rivian Project is to be developed are

the following twenty-eight (28) separate tax parcels of real property which are located

within Morgan County, Georgia: 013 005; 013 011; 013 019; 013 017; 013 003B; 013

018E; 013 003E; 013 011A; 013 009; 013 020; 013 018B; 013 018A; 013 026; 013 011B;

013 003; 013 009A; 013 007; 013 016; 013 018C; 013 018; 013 011C; 013 003D; 013 013;

013 012; 013 003A; 013 018D; 013 003C; 013 026C (collectively, the “Rivian Morgan

Property”).

16.

Each of the twenty-eight (28) tax parcels comprising the Rivian Morgan Property is

currently zoned Agricultural Residential pursuant to the Morgan Zoning Ordinance.

Attached hereto as Exhibit “A” is a true and correct copy of a zoning confirmation letter

from the Morgan County Planning and Development Department dated September 29,

2022, confirming that that Rivian Morgan Property is currently zoned Agricultural

Residential (AR) under the Morgan Zoning Ordinance.

17.

Upon information and belief, the Rivian Morgan Property is currently legally titled

in the name of The State of Georgia.

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 18.

The State of Georgia has leased the entirety of the Rivian Morgan Property, along

with certain additional property, to the Joint Development Authority of Jasper County,

Morgan County, Newton County, and Walton County (the “JDA”) pursuant to an

Intergovernmental Lease Agreement for and in exchange of the sum of One Dollar ($1.00)

per year. A true and correct copy of the Intergovernmental Lease Agreement entered into

between the State of Georgia and the JDA is attached hereto as Exhibit “B” (the “State-

JDA Lease”).

19.

Pursuant to the State-JDA Lease, the State granted the JDA “an estate for years and

not a usufruct, pursuant to O.C.G.A. §44-6-100...”

20.

The JDA intends to lease the Rivian Morgan Property, along with certain additional

property, to Rivian pursuant to a Rental Agreement dated December 1, 2022. A true and

correct copy of the form of the Rental Agreement as represented to the Superior Court of

Morgan County, Georgia by the State of Georgia and the JDA is attached hereto as Exhibit

“C” (the “JDA-Rivian Lease”).

21.

Pursuant to the Final Order on Bond Validation entered by the Superior Court of

Morgan County dated September 29, 2022, in Case No. 2022-SU-CA-128, the Court

determined that the JDA-Rivian Lease creates an estate for years, and not a usufruct, in

PAGE -6-
Rivian. A true and correct copy of the Final Order on Bond Validation is attached hereto

as Exhibit “D”.

22.

On or about March 2, 2021, Morgan County, Jasper County, Newton County,

Walton County, and the JDA entered into that certain “Intergovernmental Contract RE:

Development Services for Stanton Springs” (the “Intergovernmental Development

Services Contract”). A true and correct copy of the Intergovernmental Development

Services Contract is attached hereto as Exhibit “E”.

23.

The terms of the Intergovernmental Development Services Contract apply to the

Rivian Project because the Rivian Project constitutes a “Future Project” as defined therein.

24.

Pursuant to the terms of the Intergovernmental Development Services Contract, all

projects of the JDA are subject to “Development Regulations” as defined therein, which

include “the local ordinances that apply to the process of development and construction of

a project, including ordinances governing: building, environmental controls, erosion and

sedimentation, fire protection, flood damage control, water resource management, and

zoning.”

25.

Upon information and belief, Morgan County was designated as the “Permitting

County” for the Rivian Project under the Intergovernmental Development Services

Contract.

PAGE -7-
 26.

On or about January 10, 2022, the JDA submitted multiple rezoning applications to

Morgan County seeking to rezone the Rivian Morgan Property from the Agricultural

Residential (AR) zoning district to the Stanton Springs Business Park Tier 1 (the “Rivian

Rezoning Applications”).

27.

The Rivian Rezoning Applications were withdrawn and never acted upon, and were

never approved, by Morgan County. As such, the Rivian Morgan Property remains zoned

Agricultural Residential (AR) under the Morgan Zoning Ordinance.

28.

The development and operation of the Rivian Project is not a permitted use under

the Agricultural Residential (AR) zoning district of the Morgan Zoning Ordinance.

29.

The development and operation of the Rivian Project is not an allowable conditional

use under the Agricultural Residential (AR) zoning district of the Morgan Zoning

Ordinance.

30.

The Rivian Morgan Property is designated within the Morgan County

Comprehensive Plan (Figure 2.5 – Morgan County Character Area Map) as being located

within the Rural Living Character Area.

PAGE -8-
 31.

The Morgan County Comprehensive Plan indicates that primary land uses within

the Rural Living Character Area are low-density and agricultural residential, undeveloped

areas left in their natural state, and agricultural. Heavy industrial, such as the Rivian

Project, is not a listed primary land use within the Rural Living Character Area.

32.

The Morgan County Comprehensive Plan includes certain implementation

strategies for future development within the Rural Living Character Area, none of which

are consistent with the development of a large heavy industrial project such as the Rivian

Project.

33.

The development of the Rivian Morgan Property for the Rivian Project’s heavy

industrial use is inconsistent with the Rural Living Character Area under the Morgan

County Comprehensive Plan.

34.

The Rivian Morgan Property is identified within the Morgan County

Comprehensive Plan as being located within a Sensitive Environmental Resource area,

specifically being identified as being a “Groundwater Recharge Area” (Figure 2.2).

35.

The Rivian Morgan Property is identified as “Rural” on the Northeast Georgia

Regional Plan’s Regional Land Use Map (dated June 7, 2018).

PAGE -9-
 36.

Consistent with its role as the Permitting County for the Rivian Project under the

Intergovernmental Development Services Contract, on or about January 3, 2022, Morgan

County submitted a Development of Regional Impact (“DRI”) Application to the Northeast

Georgia Regional Commission.

37.

On or about February 5, 2022, the Northeast Georgia Regional Commission issued

its DRI Final Report in regard to the Rivian Project (identified as “Project Adventure” in

the application). A true and correct copy of the DRI Final Report related to the Rivian

Project is attached hereto as Exhibit “F”.

38.

Rivian is a private for-profit business. Any and all revenue or profits resulting from

the operation of the Rivian Project will accrue to Rivian and not to Morgan County, the

State of Georgia or any of its citizens (unless they are share-holders of Rivian).

39.

The Rivian Project does not constitute a governmental function or use.

40.

The Rivian Project does not constitute a governmental purpose.

41.

The Rivian Project does not constitute a project of the Georgia Department of

Transportation, the Georgia Highway Authority, or the State Road and Tollway Authority.

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 42.

The Rivian Morgan Property is currently being cleared, grubbed and mass graded

(the “Rivian Land Disturbance”) pursuant to a contract entered into by the JDA with a

private contractor, which contract is being funded by certain grants being administered by

Georgia Department of Economic Development (“GDED”). The Rivian Land Disturbance

activities are being performed as part of the Rivian Project.

43.

The Rivian Land Disturbance activities include clearing, grading, excavating,

transporting, and filling of land, and upon information and belief, shall also include the

filling of wetlands and the filling and re-routing of waters of the state.

44.

Upon information and belief, no party has submitted an application to Morgan

County seeking authorization to perform land disturbing activities on the Rivian Morgan

Property.

45.

Upon information and belief, neither Morgan County nor any authorized

representative of Morgan County has issued any permits which authorize the Rivian Land

Disturbance to be performed.

46.

The Rivian Land Disturbance activities that are being conducted on the Rivian

Morgan Property are subject to regulation by Morgan County in accordance with the

provisions of O.C.G.A § 12-7-1, et. seq.

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 47.

Morgan County is a certified local issuing authority in accordance with the

provisions of O.C.G.A. § 12-7-8.

48.

The Rivian Land Disturbance is not exempt from regulation under the provisions of

O.C.G.A. § 12-7-17.

49.

Despite the fact that the State of Georgia has conveyed an estate for years in the

Rivian Morgan Property to the JDA as a result of the State-JDA Lease, and that the JDA,

rather than the State of Georgia, has the contractual obligation to perform the clearing,

grubbing and mass grading of the Rivian Morgan Property, certain employees of GDED

have executed applications to the Georgia Environmental Protection Division in

furtherance of the Rivian Land Disturbance, which applications improperly represent that

the Rivian Land Disturbance is being undertaken by the State of Georgia directly.

50.

The State of Georgia, acting through certain officers and employees of GDED, has

issued certain state funded grants to the JDA for purposes of funding the Rivian Land

Disturbance, despite the State’s (and its officer’s and employee’s) express knowledge that

the Rivian Project is not in compliance with the Morgan Zoning Ordinance and that no

permits have been issued by Morgan County (or any other local jurisdiction) to allow the

Rivian Land Disturbance to proceed.

PAGE -12-
 51.

The Rivian Land Disturbance Activities are being conducted in a manner that has

produced the improper and illegal release of airborne dust and other particles, and has also

resulted in the discharge of dirt, silt, particulates, and stained or discolored waters into the

waters of the state contrary to both State Law and the Morgan Development Regulations

and potentially infringing on aquifers which supply drinking water.

52.

The individually named Plaintiffs all reside or own real property in close proximity

to the Rivian Morgan Property, including several who reside upon, own, and/or lease

property immediately adjacent to, or across public roadways from, the Rivian Morgan

Property. Further, certain Plaintiffs reside, own, and/or lease property on or adjacent to

streams which flow from the Rivian Morgan Property.

53.

Due to their proximity to the Rivian Morgan Property, the individually named

Plaintiffs have a substantial interest in ensuring the enforcement of the Morgan Zoning

Ordinance, the Morgan Development Regulations, and the Morgan County Code due to

the impact any development of the Rivian Morgan Property will have on their ability to

use and enjoy their own properties.

54.

Due to their proximity to the Rivian Morgan Property, the individually named

Plaintiffs have a substantial interest ensuring the Rivian Project is developed in accordance

with applicable law and that the State of Georgia, Morgan County, and any and all agencies,

PAGE -13-
departments, public corporations, and all officers and employees thereof, do not act outside

the scope of their respective lawful authority or in violation of the laws or Constitution of

the State of Georgia.

55.

Due to the proximity of the individually named Plaintiffs’ properties to the Rivian

Morgan Property, the individual Plaintiffs are now, and will in the future, suffer special

damages if the Rivian Project is permitted to be developed and operated without complying

with State Law, the Morgan Zoning Ordinance, the Morgan Development Regulations, and

the Morgan County Code. These damages include, but are not limited to; (a) the

transmission of airborne dust particles; (b) the transmission of silt, sludge and other

pollutants in the waters flowing onto their properties from the Rivian Morgan Property; (c)

the increase in noise and light pollution in a quiet peaceful area of Morgan County that will

intrude upon the plaintiffs’ ability to use and enjoy their properties; (d) the increase in

heavy truck traffic and rail traffic adjoining their residential and agricultural properties

which will create traffic hazards, increase noise, increase light pollution during the

evenings, and interfere with the quiet character of the area surrounding their properties; (e)

interference with the agricultural activities of certain Plaintiffs on their properties,

including, but not limited to, disturbing cattle and other livestock located upon such

properties; and (f) decreased property values for certain Plaintiffs resulting from the close

proximity of the Rivian Project to their residential or agricultural properties.

PAGE -14-
 56.

Since the initiation of the Rivian Land Disturbance, Plaintiff Clay has suffered from

the transmission of airborne dust and other particulates from the Rivian Morgan Land onto

the Clay Property which has resulted in the repeated pollution of the pool located on his

property, effectively rendering it unusable. Further, two wells located on the Clay Property

have become polluted with sediment and other particulates which have resulted in his

potable water supply being polluted. Plaintiff Clay had not suffered either of these

occurrences prior to the initiation of the Rivian Land Disturbance. Further, the increase in

impervious surface caused by the Rivian Project will negatively impact the supply of

groundwater in the area upon which Plaintiff Clay relies for the supply of his wells.

57.

Plaintiff Beam raises Santa Gertrudis and Hereford Cross cattle on the properties

designated as Tax Parcels # 013 026D and 013 030. As a result of the Rivian Land

Disturbance Activity there has been dust and other particulates from the Rivian Morgan

Land which have blown upon such properties, and sediment, silt and other contaminants

have been discharged into Rawlings Branch Creek, which flows from the Rivian Morgan

property along Tax Parcel 013 030, and is a source of water which feeds the wells located

on such property that are utilized to provide water to the cattle located thereon. Further,

significant noise and other disturbances have impacted such properties. In addition, to the

extent the Rivian Project proceeds, the light, noise and other disturbances caused by the

Rivian Project will disturb and have a negative impact upon the growth and development

of the cattle maintained by Plaintiff Beam and may interfere with the ability of Plaintiff

PAGE -15-
Beam to breed the cattle she maintains upon such properties. Further, the increase in

impervious surface caused by the Rivian Project will negatively impact the supply of

groundwater in the area upon which Plaintiff Beam relies for the supply of her well.

58.

Plaintiff Alan Jenkins has recently completed fencing the Jenkins Property for

purposes of raising cattle and other agricultural products for profit upon such property,

which is a permitted use under the Morgan Zoning Ordinance. As a result of the proximity

of the Rivian Project and the Rivian Land Disturbance Activities, Plaintiff’s Jenkins

intended use of such property is being prevented due to the dust, noise, light, impacts upon

well water, and other interference and intrusions upon such property being caused by the

Rivian Land Disturbance activities and the Rivian Project.

59.

The Jenkins Leased Property is located adjacent to (across Old Mill Road) and

downstream of the Rivian Morgan Property. As a result of the Rivian Land Disturbance

the amount of sediment and stained water flowing through Rawlings Branch Creek through

the Jenkins Leased Property has increased significantly. Further, the Rivian Project will

reduce the enjoyment, use and value of the Jenkins Leased Property for recreational

purposes due to the increase in noise, traffic, light, pollution, and other negative impacts

directly arising from the development of the Rivian Project in this Rural Living Character

Area.

PAGE -16-
 60.

The Crowe Property is located within approximately three hundred (300) yards of

the Rivian Morgan Land. Since the onset of the Rivian Land Disturbance, dust and other

particulates have been blown onto the Crowe Property. Further, the development of the

Rivian Project will result in excessive noise, light and other intrusions onto Plaintiff

Crowe’s property which has resulted, and will result, in a reduction of the value of the

Crowe Property and will adversely impact the use and enjoyment of the Crowe Property

for residential purposes.

61.

The Gunn Property is located downstream of the Rivian Morgan Property along

Rawlings Branch Creek. Since the initiation of the Rivian Land Disturbance, Plaintiff

Gunn has suffered the transmission of significantly greater amounts of sediment in the

water that is flowing to the Gunn Property from Rawlings Branch Creek, and there has also

been an increase in the velocity and volume of water that is flowing in Rawlings Branch

Creek upon the Gunn Property. During the week of January 3rd – 6th, the ponds on the

Gunn Property overflowed and flooded a significant portion of the Gunn Property due to

the increased volume of water flowing onto the Gunn Property from Rawlings Branch

Creek, and a significant amount of sediment was deposited upon the Gunn Property from

such water. Upon information and belief, the cause of the increased sediment, volume, and

velocity of water in Rawlings Branch Creek is the upstream Rivian Land Disturbance

activities.

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 COUNT I – DECLARATORY JUDGMENT

62.

Plaintiffs hereby incorporate by reference Paragraphs 1 through 61 above as if fully

restated herein.

63.

The failure of any party to obtain a land disturbance permit from Morgan County to

perform the Rivian Land Disturbance is a violation of State Law, the Morgan Zoning

Ordinance, the Morgan Development Regulations, and the terms of the Intergovernmental

Development Services Agreement.

64.

The Rivian Project does not comply with the Morgan Zoning Ordinance and

therefore the Rivian Land Disturbance is not eligible for permitting as such land

disturbance is in furtherance of an illegal use.

65.

Upon information and belief, the Rivian Land Disturbance is being conducted in

violation of the Morgan Development Regulations and State Law, including, but not

limited to, the provisions of O.C.G.A. § 12-7-1, et. seq.

66.

Plaintiffs have a clear legal right to the equal and effective enforcement of the

Morgan Zoning Ordinance, the Morgan Development Regulations, the Morgan County

Code, the Intergovernmental Development Services Contract, and the provisions of

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O.C.G.A. § 12-7-1, et. seq., in regard to the Rivian Project, the Rivian Land Disturbance

and the Rivian Morgan Property.

67.

Plaintiffs are entitled to a declaratory judgment declaring the relative rights of the

parties as it may relate to the enforceability of the Morgan Zoning Ordinance, the Morgan

Development Regulations, the Morgan County Code, the Intergovernmental Development

Services Contract, and the provisions of O.C.G.A. § 12-7-1, et. seq., to the Rivian Project,

the Rivian Land Disturbance, and the Rivian Morgan Property.

68.

Plaintiffs are entitled to a declaratory judgment declaring the relative rights of the

parties as it relates to whether the development of the Rivian Project and the Rivian Land

Disturbance are subject to the Morgan Zoning Ordinance, the Morgan Development

Regulations, the Morgan County Code and the Intergovernmental Development Services

Contract.

69.

Plaintiffs are entitled to a declaratory judgment declaring the relative rights of the

parties as it relates to whether the actions (or inactions) of Morgan County in failing to

enforce the Morgan Zoning Ordinance, the Morgan Development Regulations, the Morgan

County Code, and the Intergovernmental Development Services Contract are outside the

scope of its lawful authority and are in violation of the laws of the state.

PAGE -19-
 70.

Upon information and belief, the State of Georgia and JDA have asserted to Morgan

County that based upon the State of Georgia’s ownership of the Rivian Morgan Property,

that the Rivian Project and the Rivian Land Disturbance are exempt from regulation under

the Morgan Zoning Ordinance, the Morgan Development Regulations, the Morgan County

Code, and the provisions of O.C.G.A. § 12-7-1, et. seq.

71.

Upon information and belief, the State of Georgia and the JDA have asserted to

Morgan County that based upon the State of Georgia’s ownership of the Rivian Morgan

Property, that the Rivian Project and the Rivian Land Disturbance are exempt from the

explicit terms of the Intergovernmental Development Services Contract, despite the fact

that the JDA has been granted an estate for years in the Rivian Morgan Property and the

Rivian Project qualifies as a “future project” under the terms of the Intergovernmental

Development Services Contract.

72.

The State of Georgia has previously acted in a manner inconsistent with the

assertion that property such as the Rivian Morgan Property is exempt from local zoning

ordinances. For example, in calendar year 2006, the State of Georgia sought and obtained

the annexation of certain property into the City of West Point, Georgia, and the rezoning

thereof from Agricultural to Light Industrial, for purposes of the development of the Kia

manufacturing plant – which at the time was one of the largest economic development

projects ever within the State of Georgia. Further, in 2022, the property to be utilized by

PAGE -20-
Hyundai Motors for its new EV assembly plant in Bryan County, Georgia was submitted

for rezoning and ultimately rezoned from an agricultural zoning designation to an industrial

zoning designation by the Bryan County Board of Commissioners on July 12, 2022.

73.

The State of Georgia has represented that the purpose of the Rivian Project is to

provide for economic development.

74.

By statute, neither the State of Georgia nor any agency or public corporation of the

State, such as the JDA, has the power to condemn property, such as the Rivian Morgan

Property, for the purposes of economic development.

75.

The Rivian Project does not constitute an essential governmental function, nor does

it constitute a governmental purpose or use.

76.

The Rivian Project constitutes a private development for the purposes of the

development and operation of vehicle manufacturing and research, development, testing,

sales and/or service facility, including battery manufacturing facilities, and other related

facilities by Rivian – which is a private for-profit entity. As such, the Rivian Project

constitutes private for-profit development.

77.

As a private for-profit development, the Rivian Project, the Rivian Land

Disturbance, and the Rivian Morgan Property are subject to the provisions of the Morgan

PAGE -21-
Zoning Ordinance, the Morgan Development Regulations, the Morgan County Code, and

the provisions of O.C.G.A. § 12-7-1, et. seq.

78.

By virtue of the State of Georgia’s granting of an estate for years to the JDA

pursuant to the State-JDA Lease, as between the State of Georgia and the JDA, the JDA is

now the effective owner of the Rivian Morgan Property for the duration of the State-JDA

Lease.

79.

The Rivian Project constitutes a “Future Project” under the Intergovernmental

Development Services Contract and as such is subject to the “Development Regulations”

as defined therein. The JDA is contractually obligated to comply with the Morgan Zoning

Ordinance, the Morgan Development Regulations, the Morgan County Code, and the

provisions of O.C.G.A. § 12-7-1, et. seq., in accordance with the terms of the

Intergovernmental Development Services Contract, and Morgan County is legally

obligated to enforce such contractual requirements.

80.

Morgan County has erroneously acquiesced to the incorrect assertions of the State

of Georgia and the JDA and has therefore refused to enforce the Morgan Zoning Ordinance,

the Morgan Development Regulations, the Morgan County Code, the Intergovernmental

Development Services Contract and the provisions of O.C.G.A. § 12-7-1, et. seq. to the

Rivian Project, the Rivian Land Disturbance and the Rivian Morgan Property, and

therefore a declaratory a declaratory judgment is appropriate to resolve the enforceability

PAGE -22-
of these laws to the Rivian Project, the Rivian Land Disturbance and the Rivian Morgan

Property.

81.

Plaintiffs contend that the acts (and the lack of acts) of Morgan County in regard to

the Rivian Project, the Rivian Land Disturbance and the Rivian Morgan Property are

outside the scope of the State of Georgia’s lawful authority and are in violation of the laws

and the Constitution of the State of Georgia, and therefore declaratory relief is an

appropriate remedy in accordance with the provisions of Article I, Section 2, Paragraph

V(b) of the Constitution of the State of Georgia.

82.

Plaintiffs are entitled to the issuance of a declaratory judgment as against Morgan

County finding that the Rivian Project, the Rivian Land Disturbance, and the Rivian

Morgan Property are subject to the Morgan Zoning Ordinance, the Morgan Development

Regulations, the Morgan County Code, the Intergovernmental Development Services

Contract and the provisions of O.C.G.A. § 12-7-1, et. seq.

PAGE -23-
 COUNT II – INJUNCTIVE RELIEF

83.

Plaintiffs hereby incorporate by reference Paragraphs 1 through 82 above as if fully

restated herein.

84.

In accordance with the provisions of O.C.G.A. § 9-4-3, and consistent with the

provisions of Article I, Section 2, Paragraph V(b) of the Constitution of the State of

Georgia, Plaintiffs are entitled to further plenary relief, including, but not limited to an

injunction compelling Morgan County to enforce the Morgan Zoning Ordinance, the

Morgan Development Regulations, the Morgan County Code, the Intergovernmental

Development Services Contract, and the provisions of O.C.G.A. § 12-7-1, et. seq.

85.

Unless an injunction is issued, Defendants will continue the acts and omissions

complained of herein and Plaintiffs will have no adequate remedy at law.

86.

Plaintiffs will be irreparably injured and harmed unless an injunction is issued

because they will be deprived of the full enjoyment of their properties until the Rivian Land

Disturbance is ceased and the Rivian Project is either halted or brought into compliance

with the law..

WHEREFORE, Plaintiffs pray for the following relief:

(1) Pursuant to Count I, for the issuance of a declaratory judgment finding that the

Rivian Project, the Rivian Land Disturbance, and the Rivian Morgan Property

PAGE -24-
 are subject to the Morgan Zoning Ordinance, the Morgan Development

Regulations, the Morgan County Code, the Intergovernmental Development

Services Contract, and the provisions of O.C.G.A. § 12-7-1, et. seq.;

(2) Pursuant to Count II, an injunction compelling Defendant Morgan County to

enforce the Morgan Zoning Ordinance, the Morgan Development Regulations,

the Morgan County Code, the Intergovernmental Development Services

Contract, and the provisions of O.C.G.A. § 12-7-1, et. seq., in regard to the

Rivian Land Disturbance and the Rivian Project; and

(3) Such other and further relief as this Court may deem just and proper.

/s/ John A. Christy

JOHN A. CHRISTY
Georgia Bar No. 125518
SCOTT W. PETERS
Georgia Bar No. 573865
STEPHEN A. MULHERIN
Georgia Bar No. 472453
Attorneys for Plaintiffs
Schreeder, Wheeler & Flint, LLP
1100 Peachtree Street N.E., Suite 800
Atlanta, Georgia 30309-4516
Telephone: (404) 681-3450
Facsimile: (404) 681-1046
E-mail: jchristy@swfllp.com
E-mail: speters@swfllp.com
E-mail: smulherin@swfllp.com

K:\10660\2\Decl Jdmt Action\Declaratory Jdgmt.Morgan County.Final.docx

PAGE -25-
EXHIBIT “A”

PAGE -26-
EXHIBIT “B”

PAGE -27-
 No. _____ Of _________ Executed
Original Counterparts.

STATE OF GEORGIA:
COUNTY OF MORGAN:
COUNTY OF WALTON:

INTERGOVERNMENTAL LEASE
AGREEMENT

THIS INTERGOVERNMENTAL LEASE AGREEMENT (this “Agreement”), made

effective as of the 2nd day of September, 2022, between the STATE OF GEORGIA (the
“Owner”), whose address for purposes of this Agreement is Department of Economic
Development, 75 5th Street, Suite 1200 Atlanta, Georgia 30308, and the JOINT
DEVELOPMENT AUTHORITY OF JASPER COUNTY, MORGAN COUNTY,
NEWTON COUNTY AND WALTON COUNTY (the “Lessee”), a local development
authority of the State of Georgia, whose address is 300 E Church Street, Monroe, Georgia 30655.

WITNESSETH

WHEREAS, Owner is the owner of certain real property more particularly described in
that certain legal description marked Exhibit “A” attached hereto (as such property description
may be amended from time to time as contemplated herein, the “Property”), which Property was
acquired by Owner in connection with the transactions set forth in that that certain Economic
Development Agreement, dated as of May 2, 2022 (the “EDA”), by and among Rivian Horizon,
LLC (“Rivian”), the Owner, acting by and through its Department of Economic Development
(the “Agency”), and the Lessee; and

WHEREAS, the Property is owned by the Owner and is in the custody of the Agency
which has authority under O.C.G.A. §50-7-16(b) to lease the Property to Lessee on behalf of the
Owner; and

WHEREAS, this Agreement is being executed pursuant to Section 2.3(g) of the EDA,
and the rights and obligations of the parties hereunder are in furtherance of the agreements, terms
and conditions of the EDA; and

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 WHEREAS, the parties hereto intend that this Agreement be an estate for years; and

WHEREAS, Owner has duly authorized and approved this transaction at a duly
scheduled meeting of the State Properties Commission on April 26, 2022; and

WHEREAS, the Lessee has duly authorized and approved this transaction at a meeting
held on April 26, 2022; and

WHEREAS, Owner and Lessee are empowered to enter into this Agreement pursuant to
1983 Ga. Const. Art. IX, Sec. III, Para. I, as an intergovernmental agreement not exceeding 50
years;

NOW THEREFORE, Owner and Lessee agree as follows:

1. LEASE AGREEMENT. Owner, in consideration of the benefits flowing to the Owner

and to the general welfare of the State of Georgia in accordance with the EDA and the covenants,
agreements, provisions and stipulations therein and herein agreed to be mutually kept and
performed by the parties hereto, does hereby this day grant, demise and lease the Property to
Lessee, and Lessee leases the Property from Owner, as an estate for years and not a usufruct,
pursuant to O.C.G.A. §44-6-100, upon the terms and conditions herein stated.

2. AGREEMENTS BY LESSEE; NATURE OF INTEREST. In accordance with the

EDA, Lessee will enter into an Early Access Agreement with Rivian (the “Early Access
Agreement”) pursuant to which Rivian will have the right to access the Property for the purpose
of conducting certain due diligence and construction activities, as more fully set out therein.
Owner consents to the execution and performance by the Lessee and Rivian of the Early Access
Agreement and acknowledges and agrees that the Lessee possesses all rights to the Property
under this Agreement that are granted to Rivian under the Early Access Agreement and that there
is nothing in this Agreement that prohibits Rivian from accessing the Property pursuant to the
terms of the Early Access Agreement. Thereafter, upon the fulfillment of certain conditions set
forth in the EDA, the Lessee will enter into a Rental Agreement with Rivian (the “Rental
Agreement”), which will allow Rivian access and use and such other rights as more specifically
described therein with respect to the Property on a long-term basis. Upon due execution of the
Rental Agreement, the Early Access Agreement will terminate. The Owner hereby consents to
the execution and performance of the Rental Agreement by the Lessee and Rivian.
Notwithstanding the foregoing or anything herein to the contrary, the Rental Agreement is not
intended to convey to Rivian the Lessee’s entire estate under this Agreement, but the Rental
Agreement is intended by the Owner, Lessee and Rivian to create in Rivian a usufruct and not an
estate for years. Owner is an express third-party beneficiary of the Rental Agreement and shall
have all rights to enforce directly the terms of the Rental Agreement, including a declaration of
default, against Rivian.

3. USE OF PROPERTY; TITLE TO IMPROVEMENTS. The Property shall be used by

Lessee or caused to be used by Rivian, as tenant under the Rental Agreement, for the purpose of
an economic development project with Rivian and its permitted assignees, subcontractors,
suppliers, and any other party, as further described in and solely to the extent permitted under the
EDA and the Rental Agreement. Lessee shall not: (a) use the Property for any illegal purpose,

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nor for any purpose inimical to the health, safety and welfare of the public, (b) fail to reasonably
maintain the Property (reasonable wear and tear excepted), or (c) violate any condition or
provision of any permit issued by the U.S. Army Corps of Engineers (“USACE”) pursuant to
Section 404 of the Clean Water Act (33 U.S.C. 1344) or Section 10 of the Rivers and Harbors
Act of 1899 (33 U.S.C. 401). During the term of the Rental Agreement, and to the extent set
forth in the Rental Agreement, improvements to the Property constituting buildings, structures
and other real property improvements (the “Improvements”) will vest in the Owner as the same
are constructed, and all of such Improvements shall be leased to the Lessee hereunder and shall
be subject to this Agreement. The Owner warrants and covenants that it will defend the Lessee in
the quiet enjoyment and peaceable possession of the Property, free from all claims of all persons
claiming by or through the Owner, except for Permitted Encumbrances as defined in the EDA,
throughout the term of this Agreement.

4. RENT. Lessee shall pay to Owner the sum of ONE DOLLAR ($1.00) per year, payable
in advance during the Term of this Agreement on or before each anniversary date of this
Agreement.

5. TERM. Subject to the provisions of Section 6 below, and only as long as Lessee uses
the Property for the purposes permitted in Section 3 hereof, Lessee may use the Property for a
term beginning on the date hereof and ending at 12:00 midnight on December 1, 2047. If not
previously revoked by Owner pursuant to Section 6 hereof or terminated upon a purchase of the
Property pursuant to Section 10(b) below, then, without the necessity of Owner giving notice to
Lessee, at the end of the Term, the rights granted by Owner to Lessee shall stand revoked and
Lessee shall surrender the Property to Owner. Notwithstanding the foregoing, the term of this
Agreement shall be extended by the Owner and the Lessee for an additional term of twenty-five
(25) years, or for a term expiring on the day before the 50th anniversary of the execution of this
Agreement, whichever term is less, on the conditions and as more fully provided in Section
2.3(g) of the EDA.

6. DEFAULT BY LESSEE.

(a) Events of Default. The occurrence of any of the following will be an Event of
Default hereunder: (i) should Lessee default in paying any installment of the Rent hereunder and
such default continues for ten (10) days after written notice of such default from Owner; (ii)
should Lessee default in paying any other sum covenanted to be paid by Lessee hereunder by the
due date thereof, and fail to pay same within thirty (30) days after written notice from Owner, or
(iii) should Lessee default in performing any of the other terms, provisions and covenants of this
Agreement or the EDA and fail, within thirty (30) days after written notice from Owner, to cure
such default, or as to any default which is of such a nature that it is not reasonably susceptible to
cure within such thirty (30) day period, should Lessee fail to institute appropriate action to cure
such default within such thirty (30) day period and thereafter prosecute such action with due
diligence and continuity.

(b) Remedies. Upon the occurrence of any Event of Default described in Section
6(a) above, Owner may, at its option, at any time thereafter but only during the continuance of
such Event of Default after any notice and cure period, terminate this Agreement by written

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notice to Lessee given at any time prior to the cure of such default; provided however, so long as
Owner has given to Lessee a second notice (“Second Notice”) of such default, in addition to the
First Notice given pursuant to Section 6(a) above and an additional cure period of ten (10) days
following Lessee’s receipt of the Second Notice, whereupon this Agreement will end and no
party hereto will have any further rights or obligations hereunder except for any accrued unpaid
Rent as of the date of such termination. To be effective, the Second Notice must include a
statement to the effect that failure to cure such default within ten (10) days following the delivery
of the Second Notice will entitle Owner to terminate this Agreement. In no event shall Owner be
entitled to terminate this Agreement as a result of any default by Lessee under this Agreement
other than a default described in Section 6(a). In addition, Owner may, at its option, at any time
during the continuance of an Event of Default through any notice and cure period, exercise such
other rights and remedies as may be available to Owner under Georgia law.

(c) Surrender of Property. If Owner exercises its option to terminate this

Agreement pursuant to any of the terms hereof, Lessee will at once surrender possession of the
Property to Owner, subject to the rights of Rivian under the Rental Agreement and the rights of
any other tenants in possession under any subleases. In connection with any such termination,
Lessee will also assign to Owner all of its right, title and interest in the Rental Agreement such
that the Rental Agreement shall be between Owner, as successor-in-interest to Lessee, and
Rivian.

7. DEFAULT BY OWNER. In the event Owner will fail to perform the obligations
imposed on Owner under this Agreement and such default continues for thirty (30) days after
written notice from Lessee to cure such default, or as to any default which is of such a nature that
it is not reasonably susceptible to cure within such thirty (30) day period, should Owner fail
promptly to institute and thereafter diligently to pursue appropriate action to cure such default,
Owner shall have the period of time reasonably necessary for such cure, then the Rent payable
hereunder by Lessee to Owner will abate so long as such default by Owner continues, and the
Term will be extended for a period of time equal to the period each such default continues and
Lessee shall have such rights and remedies as are available at law or in equity, provided,
however, the Lessee shall not terminate this Agreement under this Section 7, except as expressly
provided in the EDA.

8. ASSIGNMENT OR TRANSFER. This Agreement and the rights granted herein by

Owner to the Lessee may be assigned or transferred by the Lessee in part only (it being the intent
of the Lessee not to transfer or assign its entire estate in the Property), in its sole discretion, to
Rivian under the Rental Agreement, or any Rivian Affiliate (as such term is defined in the EDA),
without the express written consent of Owner. Any other assignment or transfer by the Lessee of
the rights granted to it by Owner herein shall require the express consent of Owner, which
consent may be granted in its sole discretion. The Rental Agreement, which is specifically
consented to by the Owner, does not contemplate a full assignment to Rivian of the estate of the
Lessee hereunder. Notwithstanding the foregoing, the Owner acknowledges and agrees to the
provisions of the Rental Agreement allowing for the further assignment, subleasing and transfer
of rights in and to the Property, subject to the conditions set forth in the Rental Agreement,
including the requirement that the consent of the Lessee be obtained when applicable.

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9. CONTEMPLATED AMENDMENTS. It is contemplated by the parties hereto that this
Agreement will be amended upon the occurrence of the following events: (i) as contemplated in
Section 2.1(a)(ii) of the EDA, upon the acquisition by the Owner of title to the Trailing Tract (as
defined in the EDA) for the purpose of including such Trailing Tract in the Property leased to the
Lessee hereunder, (ii) as contemplated in Section 2.1(a)(ii) of the EDA, upon the completion of
the Road Abandonment (as defined in the EDA) for the purpose of including the roadways
abandoned pursuant to Section 2.3(d) of the EDA in the Property leased to the Lessee hereunder,
(iii) as contemplated in Section 2.3(e) of the EDA, and to the extent this Agreement is entered
into prior to completion of the Surveys (defined in the EDA), upon the completion of the
Surveys for the purpose of excluding the Retained Property (defined in the EDA) from the
Property leased to the Lessee hereunder, (iv) as contemplated in Section 3.6(i) of the EDA and
Section 10(c) below, upon acquisition by Rivian of portions of the Property which are not
improved, for the purpose of excluding such parcels from the Property leased to the Lessee
hereunder, and (v) as contemplated in Section 3.6(j) of the EDA, upon any acquisition by the
Owner of title to additional parcels of land contiguous to the Property, which parcels are to be
used by Rivian as part of the Project (defined in the EDA), for the purpose of including such
additional parcels in the Property to be leased to the Lessee hereunder, and the Owner and the
Lessee each agree to execute amendments to this Agreement in forms reasonably acceptable to
them and to Rivian, from time to time to accomplish the foregoing. The Owner and the Lessee
will deliver copies of any amendments to Rivian promptly after execution.

10. RIGHTS TO PURCHASE PROPERTY.

(a) Purchase of JDA Portion. Before the Rental Agreement is executed and so long
as there has been no termination of this Agreement pursuant to Section 6 above, Lessee shall
have the right to purchase that portion of the Property designated as the JDA Property in the
EDA, which was provided to the Owner by the Lessee, for a purchase price of $100. At closing,
the Owner will convey all of its right, title and interest in and to the JDA Property to the Lessee.

(b) Purchase of Property and Improvements. After the Rental Agreement has been
executed and is in full force and effect, the EDA grants Rivian the right to purchase the Property
and all Improvements thereon upon its exercise of the option set forth in Section 3.6(h) of the
EDA, and subject to the terms and conditions set forth therein. This Agreement shall terminate
upon the closing of the purchase of the Property and Improvements by Rivian.

(c) Purchase of Unimproved Portions of Property. After the Rental Agreement has
been executed and is in full force and effect, the EDA grants Rivian the right to purchase
portions, but not all, of the Property, which Property has no Improvements thereon, with the
consent of the Lessee and at the per-acre price of $50,000, as set forth in Section 3.6(i) of the
EDA, and subject to the terms and conditions set forth therein.

In the case of purchases under subsections (b) and (c) above, the Owner shall pay, at the closing,
33.6% of the purchase price received by it to the Lessee (representing the ratable acreage of the
JDA Property provided by the JDA to the entire Project Site described in the EDA
(665.17/1,978).

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11. NOTICES. Any notice, request, demand, claim, or other communication hereunder shall
be in writing and shall be duly given or made when received (a) by statutory mail as set forth in
Code § 9-10-12; (b) when personally delivered to the intended recipient (or an officer of the
intended recipient), (c) when sent by certified first class mail, return receipt requested, postage
prepaid, or (d) when sent by recognized overnight courier service, to the following addresses and
recipients:

STATE OF GEORGIA Office of the Governor

State Capitol Building
Atlanta, Georgia 30334
Attention: The Honorable Brian Kemp

With a copy to:

Department of Law
Commercial Transactions & Litigation Division
40 Capitol Square SW
Atlanta, Georgia 30334
Attention: Deputy Attorney General

And a copy to:

Department of Economic Development

75 5th Street, Suite 1200
Atlanta, Georgia 30308
Attention: General Counsel

And a copy to:

State Properties Commission

270 Washington St., Suite 02-129
Atlanta, Georgia 30334
Attention: Executive Director

JOINT DEVELOPMENT 300 E Church Street

AUTHORITY OF JASPER Monroe, GA 30655
COUNTY, MORGAN COUNTY, Attention: Chairman c/o Andrea Gray
NEWTON COUNTY AND
WALTON COUNTY
And a copy to:

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 Smith, Gambrell & Russell, LLP
1105 W. Peachtree St., NE
Suite 1000
Atlanta, Georgia 30309
Attention: Benjamin J. Brooks

RIVIAN HORIZON, LLC 14600 Myford Road

Irvine, California 92606
Attention: VP of Facilities

With a copy to:

Rivian Horizon, LLC

13250 North Haggerty Road
Plymouth, Michigan 48170
Attention: Associate General Counsel (Real
Estate & Construction)

And a copy to:

Arnall Golden Gregory LLP

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

Rivian shall be copied on any notice, request, demand, claim, or other communication by Owner
or Lessee under this Agreement.

12. CONVEYANCE. Except as expressly permitted herein, Owner shall not sell, convey, assign,
transfer, hypothecate, mortgage, or encumber the Property, or any part thereof or interest of Owner
therein, legal or equitable (or enter into any agreement to do so), without the prior written consent of
Lessee, which consents may be granted or withheld in Lessee’s sole discretion.

13. TIME OF ESSENCE. Time is of the essence of this Agreement.

14. ESTOPPEL CERTIFICATES; FURTHER ASSURANCES. Upon ten (10) business

days’ written request of Lessee, the Owner will, at the expense of Lessee, provide a statement to
any assignee or lender of Lessee or other person requested by Lessee concerning, to the best of
its knowledge, (i) whether a default exists under this Agreement, and if so specifying the nature
of such default; (ii) whether this Agreement has been amended, and if so, specifying the
amendments; and (iii) any other matter concerning this Agreement reasonably requested by
Lessee. The Owner and the Lessee agree that they will, from time to time, execute, acknowledge
and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and
such further instruments as may reasonably be required, or reasonably requested by Lessee, for
correcting any inadequate or incorrect description of the Property and for carrying out the
intention of or facilitating the performance of this Agreement.

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15. INVALIDITY; GOVERNING LAW. If any clause or provision of this Agreement or
the specifications is or becomes illegal, invalid, or unenforceable because of present or future
laws or any rule or regulation of any governmental body or entity effective during the Term, the
intention of the parties hereto is that the remaining parts of this Agreement shall not be affected
thereby. This Agreement shall be construed under, and governed by, the laws of the State of
Georgia.

[Remainder of Page Intentionally Left Blank; Signatures Follow]

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 EXHIBIT "A"
Description of the Property

Tract One:
All that tract or parcel of land lying and being in Land Lots 44 and 73 of the 1st District, Walton County,
and in Land Lot 16 of the 20th District, Morgan County, Georgia and being more particularly described as
follows:
Beginning at a 1/2 inch rebar found at the intersection of the northwestern right-of-way line of Old
Atlanta Highway (60’ R/W) and the northeastern right of way line of U.S. Highway 278 (R/W varies), also
known as Atlanta Highway, said rebar being THE TRUE POINT OF BEGINNING;

THENCE traveling along said right-of-way line U.S. Highway 278, with the arc of a curve turning to the
right, having an arc length of 608.91 feet, a radius of 924.93 feet, a chord length of 597.97 feet, and a
chord bearing South 83 degrees 01 minutes 54 seconds West to a 1/2 inch rebar set;
THENCE North 78 degrees 06 minutes 32 seconds West a distance of 2126.13 feet to a 1/2 inch rebar
set;
THENCE North 11 degrees 32 minutes 45 seconds East a distance of 10.00 feet to a 1/2 inch rebar set;
THENCE North 78 degrees 07 minutes 15 seconds West a distance of 297.92 feet to a 1/2 inch rebar set
on the northeastern right-of-way line of East Hightower Trail (R/W varies);
THENCE traveling along said right-of-way line of East Hightower Trail North 38 degrees 42 minutes 20
seconds West a distance of 168.52 feet to a 1/2 inch rebar set on the southern right-of-way line of
Georgia Railroad (200’ R/W);
THENCE traveling along said right-of-way line of Georgia Railroad, with the arc of a curve turning to the
left, having an arc length of 2090.23 feet, a radius of 3907.67 feet, a chord length of 2065.40 feet, and a
chord bearing South 83 degrees 39 minutes 14 seconds East to a 1/2 inch rebar set;
THENCE North 81 degrees 01 minutes 20 seconds East a distance of 854.20 feet to a 1/2 inch rebar
found;
THENCE leaving Georgia Railroad and proceeding South 20 degrees 01 minutes 41 seconds East a
distance of 503.64 feet to a 1/2 inch rebar found, said 1/2 inch rebar found being THE TRUE POINT OF
BEGINNING.
The above described tract contains 15.838 acres.

Tract Two:

All that tract or parcel of land lying and being in the 1st Land District, GMD 418, Land Lots 44, 73, 74, 75,
76, 101, 102, and 106, Walton County, Georgia, also lying and being in the 19th Land District, GMD 282,
Land Lots 1, 2, 3, 14, 15, 16, 30, 31, 32, 33, and 34, Morgan County, Georgia, and being more particularly
described as follows:

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Beginning a 1/2" rebar set at the northeasternmost intersection of the northeastern right-of-way line of
Davis Academy Road (80' R/W), and the southern right-of-way line of US Hwy. 278 (R/W varies), said
rebar being THE TRUE POINT OF BEGINNING;

THENCE traveling southeasterly along the right-of-way of US Hwy. 278, South 78 degrees 06 minutes 32
seconds East a distance of 2417.38 feet to a point;

THENCE South 11 degrees 47 minutes 19 seconds West a distance of 35.00 feet to a point;

THENCE with the arc of a curve turning to the left, having an arc length of 271.71 feet, a radius of
11524.16 feet, a chord length of 271.71 feet, and a chord bearing South 78 degrees 53 minutes 13
seconds East to a rebar set;

THENCE leaving said right-of-way line of US Hwy. 278, South 15 degrees 27 minutes 13 seconds West a
distance of 802.53 feet to a point, said point being located in the centerline of a creek;

THENCE traveling southeasterly along the centerline of said creek, South 56 degrees 15 minutes 16
seconds East a distance of 87.24 feet to a point;

THENCE South 36 degrees 34 minutes 26 seconds East a distance of 86.69 feet to a point;

THENCE South 34 degrees 09 minutes 59 seconds East a distance of 158.20 feet to a point;

THENCE South 32 degrees 14 minutes 07 seconds East a distance of 106.72 feet to a point;

THENCE South 30 degrees 40 minutes 40 seconds East a distance of 41.74 feet to a point;

THENCE South 81 degrees 07 minutes 36 seconds East a distance of 43.85 feet to a point;

THENCE South 13 degrees 42 minutes 45 seconds East a distance of 41.58 feet to a point;

THENCE South 85 degrees 48 minutes 46 seconds East a distance of 19.06 feet to a point;

THENCE South 45 degrees 33 minutes 04 seconds East a distance of 49.38 feet to a point;

THENCE South 79 degrees 14 minutes 52 seconds East a distance of 17.74 feet to a point;

THENCE South 27 degrees 05 minutes 10 seconds East a distance of 12.28 feet to a point;

THENCE South 31 degrees 41 minutes 03 seconds West a distance of 14.80 feet to a point;

THENCE South 04 degrees 27 minutes 06 seconds East a distance of 29.00 feet to a point;

THENCE South 52 degrees 15 minutes 51 seconds East a distance of 42.06 feet to a point;

THENCE South 11 degrees 59 minutes 55 seconds East a distance of 19.58 feet to a point;

THENCE South 54 degrees 33 minutes 17 seconds East a distance of 29.63 feet to a point;

THENCE South 87 degrees 11 minutes 44 seconds East a distance of 32.86 feet to a point;

THENCE North 49 degrees 40 minutes 27 seconds East a distance of 11.12 feet to a point;

THENCE North 07 degrees 58 minutes 31 seconds East a distance of 13.04 feet to a point;

THENCE South 86 degrees 36 minutes 52 seconds East a distance of 16.85 feet to a point;

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THENCE South 03 degrees 28 minutes 34 seconds West a distance of 12.98 feet to a point;

THENCE South 43 degrees 40 minutes 28 seconds East a distance of 21.27 feet to a point;

THENCE South 78 degrees 45 minutes 21 seconds East a distance of 35.70 feet to a point;

THENCE South 30 degrees 19 minutes 43 seconds West a distance of 26.43 feet to a point;

THENCE South 57 degrees 26 minutes 10 seconds East a distance of 63.82 feet to a point;

THENCE South 44 degrees 01 minutes 43 seconds East a distance of 63.59 feet to a point;

THENCE North 39 degrees 57 minutes 44 seconds East a distance of 41.31 feet to a point;

THENCE South 66 degrees 01 minutes 00 seconds East a distance of 38.96 feet to a point;

THENCE North 82 degrees 21 minutes 05 seconds East a distance of 16.47 feet to a point;

THENCE South 56 degrees 21 minutes 26 seconds East a distance of 80.80 feet to a point;

THENCE South 56 degrees 03 minutes 05 seconds East a distance of 24.83 feet to a point;

THENCE South 39 degrees 31 minutes 32 seconds East a distance of 25.54 feet to a point;

THENCE South 64 degrees 55 minutes 33 seconds East a distance of 27.28 feet to a point;

THENCE leaving said creek centerline, North 49 degrees 01 minutes 33 seconds East a distance of 11.46
feet to a point;

THENCE South 48 degrees 00 minutes 21 seconds East a distance of 503.25 feet to a 1/2" rebar found;

THENCE South 18 degrees 47 minutes 05 seconds East a distance of 249.51 feet to a 1/2" rebar found;

THENCE South 18 degrees 47 minutes 35 seconds East a distance of 755.39 feet to a 3/4" open top pipe
found;

THENCE South 69 degrees 33 minutes 26 seconds East a distance of 645.53 feet to a 1” angle-iron found;

THENCE North 44 degrees 53 minutes 38 seconds East a distance of 1410.76 feet to a 1/2" rebar found;

THENCE South 18 degrees 49 minutes 37 seconds East a distance of 595.29 feet to a 3/4" x 1-1/4” iron
bar found;

THENCE South 50 degrees 55 minutes 50 seconds East a distance of 870.59 feet to a 1” rod found;

THENCE South 51 degrees 02 minutes 44 seconds East a distance of 695.87 feet to a rock found;

THENCE South 79 degrees 32 minutes 58 seconds East a distance of 344.74 feet to a 1/2" open top pipe
found, said pipe being located on the western right-of-way line of Old Mill Road (100’ R/W);

THENCE traveling southwesterly along the western right-of-way line of Old Mill Road, with the arc of a
curve turning to the right, having an arc length of 281.83 feet, a radius of 2057.39 feet, a chord length of
281.61 feet, and a chord bearing South 17 degrees 16 minutes 07 seconds West to a 1/2" open top pipe
found;

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THENCE with a compound curve turning to the right, having an arc length of 413.42 feet, a radius of
1520.09 feet, a chord length of 412.15 feet, and a chord bearing South 29 degrees 06 minutes 14
seconds West to a point;

THENCE with a compound curve turning to the right, having an arc length of 239.73 feet, a radius of
5844.41 feet, a chord length of 239.71 feet, and a chord bearing South 38 degrees 04 minutes 45
seconds West to a point;

THENCE South 39 degrees 27 minutes 30 seconds West a distance of 671.84 feet to a point;

THENCE with the arc of a curve turning to the left, having an arc length of 137.75 feet, a radius of
14647.86 feet, a chord length of 137.75 feet, and a chord bearing South 39 degrees 43 minutes 40
seconds West to a point;

THENCE South 40 degrees 01 minutes 54 seconds West a distance of 356.54 feet to a 1/2" rebar found;

THENCE South 39 degrees 57 minutes 23 seconds West a distance of 82.80 feet to a point;

THENCE South 39 degrees 23 minutes 46 seconds West a distance of 522.08 feet to a 5/8” rebar found;

THENCE South 39 degrees 24 minutes 11 seconds West a distance of 284.25 feet to a 5/8” rebar found;

THENCE South 39 degrees 24 minutes 03 seconds West a distance of 390.67 feet to a 5/8” rebar found;

THENCE South 39 degrees 52 minutes 20 seconds West a distance of 205.23 feet to a point;

THENCE with the arc of a curve turning to the left, having an arc length of 247.91 feet, a radius of
4371.90 feet, a chord length of 247.88 feet, and a chord bearing South 38 degrees 14 minutes 52
seconds West to a point;

THENCE with a compound curve turning to the left, having an arc length of 255.97 feet, a radius of
857.89 feet, a chord length of 255.02 feet, and a chord bearing South 28 degrees 04 minutes 32 seconds
West to a point;

THENCE with a compound curve turning to the left, having an arc length of 315.76 feet, a radius of
1810.97 feet, a chord length of 315.36 feet, and a chord bearing South 14 degrees 37 minutes 17
seconds West to a 1/2" rebar found;

THENCE with a compound curve turning to the left, having an arc length of 65.68 feet, a radius of
4551.96 feet, a chord length of 65.68 feet, and a chord bearing South 09 degrees 40 minutes 32 seconds
West to a point;

THENCE South 08 degrees 44 minutes 10 seconds West a distance of 302.35 feet to a 1/2" rebar found;

THENCE South 08 degrees 26 minutes 39 seconds West a distance of 381.80 feet to a point;

THENCE South 03 degrees 28 minutes 49 seconds West a distance of 236.82 feet to a point;

THENCE South 03 degrees 01 minutes 11 seconds East a distance of 47.07 feet to a 1/2" rebar found;

THENCE leaving said right-of-way line of Old Mill Road, North 87 degrees 22 minutes 46 seconds West a
distance of 202.61 feet to a 1/2" rebar found;

13
SGR/36384673.9
THENCE South 25 degrees 08 minutes 38 seconds West a distance of 877.99 feet to a 1/2" open top pipe
found, said pipe being located on the northern right-of-way line of Interstate 20 (R/W varies);

THENCE traveling westerly along the northern right-of-way line of Interstate 20, North 68 degrees 24
minutes 57 seconds West a distance of 413.31 feet to a point;

THENCE North 68 degrees 20 minutes 15 seconds West a distance of 1073.81 feet to a T-post found;

THENCE North 64 degrees 56 minutes 11 seconds West a distance of 236.40 feet to a point;

THENCE North 72 degrees 56 minutes 37 seconds West a distance of 237.38 feet to a point;

THENCE North 79 degrees 03 minutes 07 seconds West a distance of 1041.22 feet to a point;

THENCE North 78 degrees 53 minutes 36 seconds West a distance of 942.93 feet to a point;

THENCE North 76 degrees 05 minutes 18 seconds West a distance of 300.67 feet to a point;

THENCE North 82 degrees 58 minutes 42 seconds West a distance of 200.34 feet to a concrete
monument found;

THENCE North 78 degrees 52 minutes 54 seconds West a distance of 299.87 feet to a concrete
monument found;

THENCE North 73 degrees 13 minutes 55 seconds West a distance of 100.39 feet to a point;

THENCE North 84 degrees 34 minutes 56 seconds West a distance of 100.70 feet to a point;

THENCE North 78 degrees 53 minutes 06 seconds West a distance of 275.11 feet to a concrete
monument found;

THENCE North 35 degrees 37 minutes 55 seconds West a distance of 54.20 feet to a point;

THENCE North 06 degrees 21 minutes 05 seconds East a distance of 149.30 feet to a point;

THENCE North 08 degrees 43 minutes 08 seconds East a distance of 68.28 feet to a point;

THENCE with the arc of a curve turning to the right, having an arc length of 155.16 feet, a radius of
904.95 feet, a chord length of 154.97 feet, and a chord bearing North 15 degrees 47 minutes 35 seconds
East to a point;

THENCE North 79 degrees 37 minutes 03 seconds West a distance of 101.40 feet to a point;

THENCE with the arc of a curve turning to the left, having an arc length of 229.64 feet, a radius of
1004.95 feet, a chord length of 229.14 feet, and a chord bearing South 13 degrees 11 minutes 01
seconds West to a point;

THENCE South 06 degrees 08 minutes 16 seconds West a distance of 141.70 feet to a point;

THENCE South 57 degrees 18 minutes 14 seconds West a distance of 55.99 feet to a point;

THENCE North 78 degrees 52 minutes 45 seconds West a distance of 578.74 feet to a point;

THENCE North 78 degrees 49 minutes 10 seconds West a distance of 1147.76 feet to a point;

14
SGR/36384673.9
THENCE North 67 degrees 29 minutes 56 seconds West a distance of 127.48 feet to a point;

THENCE North 78 degrees 48 minutes 32 seconds West a distance of 195.43 feet to a point;

THENCE North 85 degrees 52 minutes 51 seconds West a distance of 200.30 feet to a concrete
monument found;

THENCE North 78 degrees 52 minutes 01 seconds West a distance of 2291.20 feet to a concrete
monument found;

THENCE North 78 degrees 46 minutes 48 seconds West a distance of 410.20 feet to a point;

THENCE North 42 degrees 44 minutes 25 seconds West a distance of 91.18 feet to a point;

THENCE North 78 degrees 42 minutes 42 seconds West a distance of 125.57 feet to a point;

THENCE North 84 degrees 29 minutes 42 seconds West a distance of 452.80 feet to a concrete
monument found;

THENCE North 78 degrees 57 minutes 42 seconds West a distance of 448.32 feet to a point;

THENCE North 84 degrees 34 minutes 20 seconds West a distance of 100.60 feet to a point;

THENCE North 78 degrees 52 minutes 20 seconds West a distance of 317.10 feet to a concrete
monument found;

THENCE North 78 degrees 49 minutes 20 seconds West a distance of 532.70 feet to a concrete
monument found;

THENCE North 76 degrees 36 minutes 20 seconds West a distance of 250.20 feet to a point;

THENCE North 80 degrees 40 minutes 20 seconds West a distance of 311.20 feet to a concrete
monument found;

THENCE North 71 degrees 04 minutes 54 seconds West a distance of 285.87 feet to a concrete
monument found;

THENCE North 63 degrees 23 minutes 58 seconds West a distance of 889.91 feet to a point;

THENCE North 06 degrees 11 minutes 49 seconds West a distance of 106.67 feet to a point, said point
being located on the southeastern right-of-way line of US Highway 278 (R/W varies);

THENCE traveling northeasterly along the southeastern right-of-way line of US Highway 278, North 40
degrees 37 minutes 50 seconds East a distance of 145.93 feet to a point;

THENCE North 48 degrees 38 minutes 19 seconds West a distance of 35.00 feet to a point,

THENCE North 40 degrees 33 minutes 37 seconds East a distance of 1423.58 feet to a point;

THENCE North 40 degrees 35 minutes 16 seconds East a distance of 1787.70 feet to a 1/2" open top pipe
found;

THENCE leaving said right-of-way line of US Highway 278, South 56 degrees 51 minutes 20 seconds East
a distance of 167.22 feet to a 1/2" rebar found;

15
SGR/36384673.9
THENCE South 56 degrees 51 minutes 20 seconds East a distance of 117.52 feet to a point;

THENCE South 28 degrees 01 minutes 16 seconds West a distance of 87.05 feet to a point, said point
being in the centerline of a creek;

THENCE traveling along the centerline of said creek, North 65 degrees 01 minutes 25 seconds East a
distance of 34.59 feet to a point;

THENCE South 32 degrees 59 minutes 59 seconds East a distance of 20.89 feet to a point;

THENCE South 50 degrees 05 minutes 45 seconds East a distance of 28.09 feet to a point;

THENCE South 28 degrees 17 minutes 42 seconds East a distance of 11.70 feet to a point;

THENCE South 72 degrees 01 minutes 12 seconds East a distance of 28.76 feet to a point;

THENCE South 17 degrees 37 minutes 27 seconds East a distance of 31.87 feet to a point;

THENCE South 86 degrees 46 minutes 37 seconds East a distance of 32.79 feet to a point;

THENCE South 17 degrees 24 minutes 35 seconds East a distance of 11.34 feet to a point;

THENCE South 40 degrees 33 minutes 54 seconds East a distance of 36.92 feet to a point;

THENCE South 09 degrees 28 minutes 56 seconds West a distance of 6.53 feet to a point;

THENCE South 39 degrees 01 minutes 31 seconds East a distance of 24.61 feet to a point;

THENCE South 84 degrees 51 minutes 45 seconds East a distance of 23.53 feet to a point;

THENCE South 18 degrees 33 minutes 15 seconds East a distance of 18.94 feet to a point;

THENCE South 66 degrees 30 minutes 09 seconds East a distance of 61.55 feet to a point;

THENCE South 37 degrees 30 minutes 26 seconds East a distance of 22.97 feet to a point;

THENCE South 04 degrees 40 minutes 47 seconds West a distance of 10.52 feet to a point;

THENCE South 45 degrees 12 minutes 56 seconds East a distance of 25.92 feet to a point;

THENCE South 01 degrees 42 minutes 31 seconds East a distance of 20.00 feet to a point;

THENCE South 47 degrees 37 minutes 45 seconds West a distance of 12.04 feet to a point;

THENCE South 17 degrees 42 minutes 18 seconds East a distance of 41.44 feet to a point;

THENCE North 84 degrees 42 minutes 29 seconds East a distance of 18.68 feet to a point;

THENCE South 46 degrees 16 minutes 05 seconds East a distance of 17.26 feet to a point;

THENCE South 64 degrees 42 minutes 48 seconds East a distance of 70.17 feet to a point;

THENCE South 36 degrees 08 minutes 46 seconds East a distance of 54.12 feet to a point;

THENCE South 17 degrees 47 minutes 05 seconds East a distance of 71.23 feet to a point;

THENCE South 55 degrees 04 minutes 53 seconds East a distance of 24.53 feet to a point;

16
SGR/36384673.9
THENCE South 76 degrees 52 minutes 02 seconds East a distance of 18.10 feet to a point;

THENCE South 87 degrees 22 minutes 56 seconds East a distance of 16.80 feet to a point;

THENCE South 15 degrees 08 minutes 27 seconds East a distance of 16.01 feet to a point;

THENCE South 68 degrees 37 minutes 42 seconds East a distance of 30.28 feet to a point;

THENCE North 82 degrees 32 minutes 47 seconds East a distance of 32.93 feet to a point;

THENCE North 64 degrees 25 minutes 16 seconds East a distance of 13.19 feet to a point;

THENCE South 71 degrees 47 minutes 58 seconds East a distance of 24.10 feet to a point;

THENCE South 48 degrees 15 minutes 16 seconds East a distance of 82.88 feet to a point;

THENCE South 14 degrees 15 minutes 23 seconds East a distance of 19.14 feet to a point;

THENCE South 89 degrees 37 minutes 57 seconds East a distance of 27.22 feet to a point;

THENCE South 60 degrees 25 minutes 01 seconds East a distance of 73.11 feet to a point;

THENCE North 80 degrees 21 minutes 21 seconds East a distance of 19.63 feet to a point;

THENCE South 36 degrees 54 minutes 10 seconds East a distance of 16.44 feet to a point;

THENCE North 74 degrees 57 minutes 01 seconds East a distance of 19.03 feet to a point;

THENCE South 47 degrees 03 minutes 33 seconds East a distance of 32.39 feet to a point;

THENCE North 58 degrees 34 minutes 25 seconds East a distance of 31.27 feet to a point;

THENCE South 61 degrees 57 minutes 35 seconds East a distance of 91.81 feet to a point;

THENCE North 49 degrees 41 minutes 36 seconds East a distance of 22.33 feet to a point;

THENCE South 81 degrees 00 minutes 43 seconds East a distance of 9.06 feet to a point;

THENCE South 69 degrees 33 minutes 50 seconds East a distance of 7.89 feet to a point;

THENCE North 84 degrees 05 minutes 47 seconds East a distance of 45.37 feet to a point;

THENCE South 57 degrees 07 minutes 29 seconds East a distance of 26.13 feet to a point;

THENCE North 27 degrees 05 minutes 10 seconds East a distance of 13.92 feet to a point;

THENCE South 81 degrees 40 minutes 48 seconds East a distance of 49.86 feet to a point;

THENCE South 14 degrees 54 minutes 08 seconds East a distance of 17.23 feet to a point;

THENCE South 60 degrees 00 minutes 21 seconds East a distance of 40.94 feet to a point;

THENCE South 25 degrees 18 minutes 29 seconds East a distance of 28.39 feet to a point;

THENCE North 66 degrees 52 minutes 49 seconds East a distance of 13.91 feet to a point;

THENCE South 33 degrees 28 minutes 20 seconds East a distance of 8.94 feet to a point;

17
SGR/36384673.9
THENCE South 20 degrees 38 minutes 33 seconds West a distance of 26.66 feet to a point;

THENCE South 65 degrees 33 minutes 40 seconds East a distance of 12.88 feet to a point;

THENCE South 42 degrees 39 minutes 16 seconds East a distance of 12.64 feet to a point;

THENCE North 81 degrees 53 minutes 19 seconds East a distance of 14.92 feet to a point;

THENCE North 12 degrees 40 minutes 16 seconds East a distance of 20.54 feet to a point;

THENCE North 59 degrees 27 minutes 50 seconds East a distance of 22.88 feet to a point;

THENCE North 42 degrees 25 minutes 16 seconds East a distance of 13.48 feet to a point;

THENCE North 52 degrees 18 minutes 55 seconds East a distance of 9.25 feet to a point;

THENCE South 86 degrees 38 minutes 40 seconds East a distance of 28.41 feet to a point;

THENCE South 66 degrees 58 minutes 01 seconds East a distance of 42.66 feet to a point;

THENCE South 70 degrees 38 minutes 25 seconds East a distance of 91.46 feet to a point;

THENCE South 39 degrees 17 minutes 23 seconds East a distance of 74.29 feet to a point;

THENCE South 89 degrees 30 minutes 19 seconds East a distance of 85.16 feet to a point;

THENCE South 55 degrees 14 minutes 21 seconds East a distance of 46.75 feet to a point;

THENCE South 05 degrees 38 minutes 06 seconds West a distance of 9.81 feet to a point;

THENCE South 85 degrees 00 minutes 08 seconds West a distance of 18.34 feet to a point;

THENCE South 10 degrees 22 minutes 27 seconds West a distance of 20.51 feet to a point;

THENCE South 62 degrees 22 minutes 45 seconds East a distance of 21.26 feet to a point;

THENCE North 56 degrees 43 minutes 47 seconds East a distance of 27.88 feet to a point;

THENCE South 37 degrees 17 minutes 00 seconds East a distance of 24.90 feet to a point;

THENCE South 07 degrees 12 minutes 59 seconds West a distance of 16.21 feet to a point;

THENCE South 86 degrees 35 minutes 12 seconds East a distance of 89.06 feet to a point;

THENCE North 66 degrees 25 minutes 50 seconds East a distance of 13.29 feet to a point;

THENCE South 82 degrees 53 minutes 18 seconds East a distance of 27.03 feet to a point;

THENCE North 84 degrees 23 minutes 28 seconds East a distance of 49.40 feet to a point;

THENCE South 66 degrees 09 minutes 40 seconds East a distance of 15.74 feet to a point;

THENCE North 71 degrees 54 minutes 52 seconds East a distance of 43.78 feet to a point;

THENCE South 46 degrees 39 minutes 09 seconds East a distance of 11.40 feet to a point;

THENCE North 85 degrees 52 minutes 28 seconds East a distance of 28.70 feet to a point;

18
SGR/36384673.9
THENCE South 76 degrees 29 minutes 08 seconds East a distance of 12.79 feet to a point, said point
being located at the centerline of Dennis Creek;

THENCE traveling northeasterly along the centerline of Dennis Creek, North 29 degrees 00 minutes 50
seconds West a distance of 4.90 feet to a point;

THENCE North 21 degrees 59 minutes 57 seconds West a distance of 28.11 feet to a point;

THENCE North 15 degrees 58 minutes 58 seconds West a distance of 32.10 feet to a point;

THENCE North 72 degrees 07 minutes 09 seconds West a distance of 10.56 feet to a point;

THENCE North 45 degrees 44 minutes 36 seconds West a distance of 19.12 feet to a point;

THENCE North 06 degrees 29 minutes 49 seconds East a distance of 25.78 feet to a point;

THENCE North 19 degrees 01 minutes 16 seconds East a distance of 44.39 feet to a point;

THENCE North 38 degrees 56 minutes 02 seconds West a distance of 30.14 feet to a point;

THENCE North 04 degrees 38 minutes 46 seconds West a distance of 66.96 feet to a point;

THENCE North 60 degrees 08 minutes 24 seconds East a distance of 20.34 feet to a point;

THENCE North 77 degrees 54 minutes 46 seconds East a distance of 16.98 feet to a point;

THENCE North 40 degrees 04 minutes 28 seconds East a distance of 14.05 feet to a point;

THENCE North 06 degrees 39 minutes 02 seconds East a distance of 17.17 feet to a point;

THENCE North 28 degrees 08 minutes 16 seconds West a distance of 40.41 feet to a point;

THENCE North 54 degrees 29 minutes 56 seconds West a distance of 16.31 feet to a point;

THENCE North 12 degrees 04 minutes 53 seconds West a distance of 17.63 feet to a point;

THENCE North 42 degrees 04 minutes 43 seconds East a distance of 18.41 feet to a point;

THENCE North 68 degrees 23 minutes 52 seconds East a distance of 41.33 feet to a point;

THENCE North 45 degrees 26 minutes 29 seconds East a distance of 26.80 feet to a point;

THENCE North 06 degrees 24 minutes 31 seconds West a distance of 11.88 feet to a point;

THENCE North 49 degrees 05 minutes 28 seconds West a distance of 38.52 feet to a point;

THENCE North 44 degrees 08 minutes 56 seconds West a distance of 11.03 feet to a point;

THENCE North 21 degrees 50 minutes 14 seconds East a distance of 60.27 feet to a point;

THENCE North 41 degrees 34 minutes 48 seconds East a distance of 47.12 feet to a point;

THENCE North 26 degrees 28 minutes 41 seconds East a distance of 46.74 feet to a point;

THENCE North 06 degrees 53 minutes 04 seconds East a distance of 37.88 feet to a point;

THENCE North 10 degrees 54 minutes 55 seconds East a distance of 18.30 feet to a point;

19
SGR/36384673.9
THENCE North 39 degrees 21 minutes 36 seconds East a distance of 23.16 feet to a point;

THENCE North 29 degrees 28 minutes 11 seconds West a distance of 40.32 feet to a point;

THENCE North 03 degrees 49 minutes 25 seconds West a distance of 22.40 feet to a point;

THENCE North 21 degrees 14 minutes 22 seconds East a distance of 45.35 feet to a point;

THENCE North 27 degrees 31 minutes 10 seconds East a distance of 50.16 feet to a point;

THENCE North 52 degrees 38 minutes 38 seconds East a distance of 44.38 feet to a point;

THENCE North 42 degrees 32 minutes 07 seconds East a distance of 29.49 feet to a point;

THENCE North 28 degrees 53 minutes 58 seconds East a distance of 39.56 feet to a point;

THENCE North 37 degrees 36 minutes 51 seconds East a distance of 40.16 feet to a point;

THENCE North 72 degrees 16 minutes 24 seconds East a distance of 25.91 feet to a point;

THENCE South 66 degrees 37 minutes 16 seconds East a distance of 17.55 feet to a point;

THENCE North 72 degrees 21 minutes 27 seconds East a distance of 14.97 feet to a point;

THENCE North 55 degrees 17 minutes 42 seconds East a distance of 28.88 feet to a point;

THENCE North 72 degrees 11 minutes 29 seconds East a distance of 62.06 feet to a point;

THENCE North 57 degrees 44 minutes 49 seconds East a distance of 47.27 feet to a point;

THENCE North 73 degrees 02 minutes 35 seconds East a distance of 48.28 feet to a point;

THENCE North 77 degrees 52 minutes 42 seconds East a distance of 58.08 feet to a point;

THENCE North 38 degrees 07 minutes 33 seconds East a distance of 33.45 feet to a point;

THENCE North 68 degrees 52 minutes 28 seconds East a distance of 33.33 feet to a point;

THENCE North 75 degrees 18 minutes 49 seconds East a distance of 19.56 feet to a point;

THENCE North 70 degrees 07 minutes 55 seconds East a distance of 23.32 feet to a point;

THENCE South 78 degrees 44 minutes 39 seconds East a distance of 67.52 feet to a point;

THENCE North 67 degrees 06 minutes 12 seconds East a distance of 39.17 feet to a point;

THENCE South 84 degrees 38 minutes 51 seconds East a distance of 16.19 feet to a point;

THENCE North 53 degrees 10 minutes 19 seconds East a distance of 47.11 feet to a point;

THENCE North 74 degrees 06 minutes 33 seconds East a distance of 33.15 feet to a point;

THENCE North 72 degrees 10 minutes 19 seconds East a distance of 35.09 feet to a point;

THENCE South 85 degrees 33 minutes 44 seconds East a distance of 30.03 feet to a point;

THENCE North 49 degrees 20 minutes 17 seconds East a distance of 17.54 feet to a point;

20
SGR/36384673.9
THENCE North 31 degrees 28 minutes 05 seconds East a distance of 29.51 feet to a point;

THENCE North 53 degrees 46 minutes 49 seconds East a distance of 23.13 feet to a point;

THENCE North 19 degrees 13 minutes 58 seconds East a distance of 16.26 feet to a point;

THENCE North 16 degrees 57 minutes 30 seconds East a distance of 44.95 feet to a point;

THENCE North 52 degrees 14 minutes 17 seconds East a distance of 45.42 feet to a point;

THENCE North 36 degrees 42 minutes 44 seconds East a distance of 87.41 feet to a point;

THENCE North 09 degrees 43 minutes 00 seconds West a distance of 22.52 feet to a point;

THENCE North 28 degrees 19 minutes 36 seconds East a distance of 46.28 feet to a point;

THENCE North 09 degrees 55 minutes 36 seconds East a distance of 53.12 feet to a point;

THENCE North 37 degrees 09 minutes 25 seconds East a distance of 30.40 feet to a point;

THENCE North 18 degrees 18 minutes 57 seconds West a distance of 38.37 feet to a point;

THENCE North 37 degrees 32 minutes 46 seconds East a distance of 26.53 feet to a point;

THENCE North 19 degrees 06 minutes 31 seconds East a distance of 20.52 feet to a point;

THENCE North 44 degrees 46 minutes 14 seconds East a distance of 20.86 feet to a point;

THENCE North 07 degrees 27 minutes 31 seconds West a distance of 65.52 feet to a point;

THENCE North 48 degrees 50 minutes 44 seconds East a distance of 44.51 feet to a point;

THENCE North 18 degrees 04 minutes 36 seconds East a distance of 39.45 feet to a point;

THENCE North 36 degrees 49 minutes 41 seconds East a distance of 42.55 feet to a point;

THENCE North 28 degrees 36 minutes 35 seconds East a distance of 60.11 feet to a point;

THENCE North 23 degrees 09 minutes 33 seconds East a distance of 20.93 feet to a point;

THENCE North 57 degrees 53 minutes 04 seconds East a distance of 75.79 feet to a point;

THENCE North 37 degrees 40 minutes 00 seconds East a distance of 60.89 feet to a point;

THENCE North 05 degrees 19 minutes 41 seconds East a distance of 27.33 feet to a point;

THENCE North 06 degrees 13 minutes 40 seconds East a distance of 20.95 feet to a point;

THENCE North 25 degrees 33 minutes 37 seconds East a distance of 34.21 feet to a point;

THENCE North 09 degrees 03 minutes 07 seconds West a distance of 16.13 feet to a point;

THENCE North 25 degrees 22 minutes 26 seconds West a distance of 15.59 feet to a point;

THENCE North 07 degrees 25 minutes 56 seconds East a distance of 28.09 feet to a point;

THENCE North 14 degrees 51 minutes 39 seconds West a distance of 22.00 feet to a point;

21
SGR/36384673.9
THENCE North 22 degrees 09 minutes 18 seconds East a distance of 34.74 feet to a point;

THENCE North 02 degrees 27 minutes 53 seconds East a distance of 21.60 feet to a point;

THENCE North 36 degrees 56 minutes 20 seconds West a distance of 21.20 feet to a point;

THENCE North 04 degrees 01 minutes 12 seconds West a distance of 45.53 feet to a point;

THENCE North 12 degrees 36 minutes 08 seconds West a distance of 26.77 feet to a point;

THENCE North 13 degrees 17 minutes 31 seconds East a distance of 41.31 feet to a point;

THENCE North 14 degrees 31 minutes 55 seconds West a distance of 53.79 feet to a point;

THENCE North 33 degrees 40 minutes 44 seconds East a distance of 41.73 feet to a point;

THENCE North 09 degrees 29 minutes 31 seconds West a distance of 26.51 feet to a point;

THENCE North 17 degrees 49 minutes 23 seconds West a distance of 22.12 feet to a point, said point
being located on the southern right-of-way line of Darel Drive (70’ R/W);

THENCE traveling northeasterly along the right-of-way line of Darel Drive, North 66 degrees 07 minutes
39 seconds East a distance of 150.00 feet to a point;

THENCE North 65 degrees 37 minutes 53 seconds East a distance of 150.00 feet to a point;

THENCE North 65 degrees 13 minutes 22 seconds East a distance of 150.01 feet to a point;

THENCE North 64 degrees 54 minutes 00 seconds East a distance of 150.01 feet to a point;

THENCE North 64 degrees 38 minutes 56 seconds East a distance of 150.01 feet to a point;

THENCE North 64 degrees 53 minutes 45 seconds East a distance of 150.00 feet to a point;

THENCE North 64 degrees 58 minutes 35 seconds East a distance of 150.00 feet to a point;

THENCE North 64 degrees 46 minutes 49 seconds East a distance of 322.56 feet to a point;

THENCE with the arc of a curve turning to the right, having an arc length of 127.93 feet, a radius of
556.00 feet, a chord length of 127.65 feet, and a chord bearing North 71 degrees 22 minutes 19 seconds
East to a point;

THENCE with a reverse curve turning to the left, having an arc length of 248.08 feet, a radius of 968.77
feet, a chord length of 247.40 feet, and a chord bearing North 70 degrees 37 minutes 39 seconds East to
a point;

THENCE North 63 degrees 17 minutes 29 seconds East a distance of 636.35 feet to a point;

THENCE with the arc of a curve turning to the left, having an arc length of 79.90 feet, a radius of 2000.00
feet, a chord length of 79.89 feet, and a chord bearing North 62 degrees 08 minutes 49 seconds East to a
point;

THENCE North 61 degrees 00 minutes 09 seconds East a distance of 358.02 feet to a point;

22
SGR/36384673.9
THENCE with the arc of a curve turning to the left, having an arc length of 389.49 feet, a radius of
5794.87 feet, a chord length of 389.42 feet, and a chord bearing North 59 degrees 59 minutes 44
seconds East to a point;

THENCE North 58 degrees 04 minutes 12 seconds East a distance of 283.44 feet to a point;

THENCE North 58 degrees 14 minutes 36 seconds East a distance of 198.62 feet to a point;

THENCE with the arc of a curve turning to the right, having an arc length of 143.70 feet, a radius of
518.45 feet, a chord length of 143.24 feet, and a chord bearing North 66 degrees 11 minutes 02 seconds
East to a point;

THENCE with a compound curve turning to the right, having an arc length of 65.72 feet, a radius of
250.00 feet, a chord length of 65.53 feet, and a chord bearing North 81 degrees 39 minutes 21 seconds
East to a point;

THENCE with a compound curve turning to the right, having an arc length of 71.13 feet, a radius of
360.44 feet, a chord length of 71.02 feet, and a chord bearing South 85 degrees 09 minutes 33 seconds
East to a point;

THENCE South 79 degrees 30 minutes 20 seconds East a distance of 166.21 feet to a point;

THENCE with the arc of a curve turning to the right, having an arc length of 138.10 feet, a radius of
3000.00 feet, a chord length of 138.09 feet, and a chord bearing South 78 degrees 11 minutes 13
seconds East to a point;

THENCE South 76 degrees 52 minutes 05 seconds East a distance of 280.80 feet to a point;

THENCE with the arc of a curve turning to the left, having an arc length of 139.74 feet, a radius of 362.00
feet, a chord length of 138.87 feet, and a chord bearing South 87 degrees 55 minutes 36 seconds East to
a point;

THENCE North 81 degrees 00 minutes 53 seconds East a distance of 100.83 feet to a point, said point
being located on the eastern right-of-way line of Davis Academy Road (80’ R/W);

THENCE traveling northwesterly along the right-of-way line of Davis Academy Road, North 45 degrees 46
minutes 45 seconds West a distance of 12.21 feet to a point;

THENCE with the arc of a curve turning to the right, having an arc length of 403.63 feet, a radius of
914.93 feet, a chord length of 400.37 feet, and a chord bearing North 33 degrees 08 minutes 26 seconds
West to a point;

THENCE North 20 degrees 30 minutes 08 seconds West a distance of 453.47 feet to a point;

THENCE with the arc of a curve turning to the right, having an arc length of 27.98 feet, a radius of 875.09
feet, a chord length of 27.97 feet, and a chord bearing North 19 degrees 35 minutes 11 seconds West to
a 1/2" rebar set;

THENCE North 45 degrees 32 minutes 57 seconds East a distance of 68.97 feet to a 1/2" rebar set, said
rebar being THE TRUE POINT OF BEGINNING.

The above described tract contains 1,927.204 acres.

23
SGR/36384673.9
EXHIBIT “C”

PAGE -28-
 RENTAL AGREEMENT

Dated as of December 7,2022

by and between

JOINT DEVELOPMENT AUTHORITY OF JASPER COLINTY, MORGAN COLINTY,

NEWTON COLINTY AND WALTON COLINTY

and

RIVIAN HORIZON, LLC

Certain interests of the Joint Development Authority of Jasper County, Morgan County,
Newton County and Walton County (the "Issuer") in this Rental Agreement and certain of the
rents, 1..,r.nrr", und receipts hereunder have been assigned to the owner of the Bonds (as defined
herein) pursuant to a Bond Resolution adopted by the Issuer'

sGR/361 60980.9
 TABLE OF CONTENTS

(This Table of Contents is not apart of this Rental Agreement

and is only for convenience ofreference)

ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION.............. I

Section 1.1. Definitions 1

Section 1.2. Rules of Construction. 6

ARTICLE II REPRESENTATIONS .............. 7

Section 2.1. Representations of the Issuer 7

Section 2.2. Representations of the Company ....... 8

ARTICLE III RENTAL OF THE PROJECT ,.9

Section 3.1. Rental of the Project ..9

Section 3.2. Warranties 10
Section 3.3. Quiet Enjoyment..... 11

ARTICLE IV COMMENCEMENT AND COMPLETION OF THE PROJECT;

rssuANCE oF THE 8ONDS............ ..................11

Section 4.I". Agreement to Issue the Bonds ....11

Section 4.2. Agreement to Develop the Project 11

Section 4.3. Liens.. 12

Section 4.4. Disbursements of Bond Proceeds 12
Section 4.5. Restrictions on Use of Project l3
Section 4.6. Establishment of Completion Date; Moneys Remaining. 13
Section 4.7. Issuer Not Liable in Event Bond Proceeds Insufficient........... 13
Section 4.8. Company and Issuer Representatives and Successors 13
Section 4.9. Investment of Moneys in Funds 14

ARTICLE V RENTAL AND POSSESSION ............14

Section 5.1. Effective Date of this Agreement; Duration of Term. 14

Section 5.2. Delivery and Acceptance of Possession. 15
Section 5.3. Payment of Rents. 15
Section 5.4. Place of Payments.............. 16
Section 5.5. Obligations of Company Unconditional............. I6
ARTICLE VI IMPROVEMENTS AND MODIFICATIONS; TAXES AND
INSURANCE............ ...........17

Section 6.1. Improvements and Modifications of Project by Company 17

Section 6.2. Removal of Equipment 18
Section 6.3. Taxes, Other Governmental Charges and Utility Charges 18
Section 6.4. Insurance Required 19
Section 6.5. Conduct of Business 20
Section 6.6. Right of Inspection . 20
Section 6.7. Repair and Maintenance ...... 2l

scR/36160980.9
ARTICLE VII DAMAGE AND DESTRUCTION; CONDEMNATION.............. ........21
Section7.1. Damage and Destruction. ..21
Section7.2. Condemnation................. ..22

ARTICLE VIII SPECIAL COVENANTS 'r)

Section 8.1. Company to Maintain its Existence; Conditions Under Which Exceptions
Permitted. 22
Section 8.2. Release and Indemnification of the Issuer. 23
Section 8.3. Company's Performance Under the Bond Resolution... 25
Section 8.4, Further Assurances and Corrective Instruments ............ 25
Section 8.5. Indemnity Against Expenses 25
Section 8.6. Partial Release of Land. 25
Section 8.7. Addition of Land..... 25

ARTICLE IX ASSIGNMENT, SUBLETTING, PLEDGING AND SELLING;

REDEMPTION 25

Section 9.1. Assignment of Agreement by the Company 25

Section9.2. Subletting 26
Section9.3. Assignments of this Agreement or Sale of Project by the Issuer; Consolidation or
Merger of Issuer.... ..........26
Section 9.4. Redemption of Bonds at Request of Company............... ......27
ARTICLE X EVENTS OF DEFAULT AND REMEDIBS 27
Section 10.1. Events of Default Defined .,....,..,'..27
Section 10.2. Remedies on Default........ .,.......'.,.28
Section 10.3. No Remedy Exclusive .....
Section 10.4. Agreement to Pay Attorneys' Fees and Expenses ..29
Section 10.5. No Additional Waiver Implied by One Waiver... ..29
Section 10.6. Waiver of Appraisement or Valuation.. 29
Section 10.7. Third Party Beneficiary ....................29
ARTICLE XI MISCELLANEOUS. ..........29
Section 11.1. Immunity of Directors, Members, Officers and Employees of Issuer......................29
Section 11.2. Immunity of Directors, Officers and Employees of Company.. .............30
Section I1.3. Captions .....30
Section 1,1.4. Notices; Consents .....30
Section 11.5. Estoppel Certificates .....3 1

Section 11.6. Binding Effect........ .....3 1

Section 1.1.7. Severability and Governing Law .....3 1

Section 11.8. Amounts Remaining in Funds ...............3 1

Section 11.9. Amendments, Changes and Modifications ...............3 1

Section 11.10. Execution in Counterparts ...............3 1

Section t l.I l. Net Rents ...............3 1

Section ll,l2. Time of the Essence......... ...............3 1

Section 11.13. The Rights of Issuer... .'.,....,,.,.,.32

Section ll.l4. No Liability of Issuer; No Charge Against Issuer's Credit . ......32

ll
sGR/36160980.9
 EXHIBITS

EXHIBIT A Description of the Land

EXHIBIT B Description of the Project
EXHIBIT C Form of Requisition and Advance Request
EXHIBIT D PILOT Payments Schedule

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sGR/361 60980.9
 THIS RENTAL AGRBEMBNT (this "Agreement") is dated as of December 1,2022
between the JOINT DEVELOPMENT AUTHORITY OF JASPBR COUNTY, MORGAN
COUNTY, NEWTON COUNTY AND WALTON COUNTY, a public body corporate and
politic existing under the laws of the State of Georgia (the "Issuer"), and RIVIAN HORIZON,
LLC, a Delaware limited liability company duly organized and existing, and its successors and
assigns (the "Company").

wITNES$ErH:
WHEREAS, the Issuer and the Company desire to provide the terms of the development
and rental of the Project (as hereinafter defined) andto provide certain additional covenants and
agreements;

NOW, THEREFORE, in consideration of the respective representations and agreements

hereinafter contained, the Issuer and the Company agree as follows (provided, that in the
performance of the agreements of the Issuer herein contained, any obligation it may thereby
incur for the payment of money shall not be a general debt, liability or obligation of it or a debt,
liability or obligation of the State of Georgia or any political subdivision thereof, or the Issuer,
but shall be payable solely out of the revenues derived from the Issuer's ownership and renting
of the Project):

ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION

Section 1.1. Definitions. In addition to the terms defined in the Bond Resolution,
which shall have the same meanings when used in this Agreement, the following terms shall
have the meanings set forth below.

"Act" means the Development Authorities Law, O.C.G.A. Tit.36, Chapt.62, as

amended.

"Additional Rent" means the payments required to be made by the Company pursuant to
Section 5.3(b) and 5.3(c) hereof.

'oAdvance" has the meaning set forth in the Bond Purchase Agreement.

"Affiliate" means any Person, firm or corporation that, directly or indirectly, controls, is
controlled by or is under common control with the Company.

"Agreement" has the meaning set forth in the introductory paragraph.

"Basic Rent" means the payments required to be made by the Company pursuant to
Section 5.3(a) hereof.

"Bond Resolution" means the Bond Resolution adopted by the Issuer on April 26,2022,
including any bond resolution supplemental thereto, pursuant to which (a) the Bonds are

SGR/36160980.9
authorized to be issued, and (b) the Issuer's interest in this Agreement (except Reserved Rights)
and the additional Security identified in the Bond Resolution, are pledged as security for the
payment of principal of and interest on the Bonds.

"Buildings" means the buildings, structures and improvements which are presently
constructed on the Land and which pursuant to Section 4.2 or Section 6.1 hereof are to be
constructed on the Land, owned by the State, leased to the Issuer under the State Lease and
rented to the Company hereunder, as generally described on Exhibit B, less such property as may
be released from this Agreement pursuant to Section 8.6 hereof or taken by the power of eminent
domain as provided in Section 7.2hercof, as the same may from time to time exist.

"Company" means Rivian Horizon, LLC, a Delaware limited liability company, and its
successors and assigns.

"Completion Date" means the date certified as provided in Section 4.6 hereof

"Cost(s) of the Project," "Cost" or "Costs" means all costs that the Issuer or the
Company may properly pay for the Project and which, under generally accepted accounting
principles, are chargeable to the capital account of the Project or could be so charged either with
a proper election to capitalize such costs or, but for a proper election, to expense such costs,
including (without limitation) the following costs:

(a) Fees and expenses incurred in preparing plans and specifications for the
Project (including preliminary study or planning or any aspect thereof); the costs of any
labor, services, materials and supplies used or furnished in site improvement and
construction; preparation for or installation of any Equipment; the costs of any
Equipment for the Project; any acquisition necessary to provide utility services or other
services, including costs to provide the Project with public transportation facilities,
roadways, parking lots, water supply, sewage and waste disposal facilities; and the costs
of all real and tangible personal property deemed necessary by the Company and
acquired in connection with the Project;

(b) The fees for architectural, engineering, supervisory and consulting

servlces;

(c) Any fees and expenses incurred in connection with perfecting and
protecting title to the Project and any fees and expenses incurred in connection with
preparing, recording or filing such documents, instruments or financing statements as
either the Company or the Issuer may deem desirable to perfect or protect the rights of
the Issuer under the Bond Documents;

(d) Legal, accounting or financing advisory fees and expenses, any fees and
expenses of the Issuer or the Company, filing fees incurred in connection with the
authorization, issuance, sale and purchase of the Bonds and the preparation of the Bond
Documents and all other documents in connection with the authorization, issuance and
sale of the Bonds; and

2
SGR/3(r 160980.9
 (e) Any other costs and expenses relating to the Project which could
constitute costs or expenses for which the Issuer may expend proceeds of the Bonds
(whether derived directly or indirectly from the issuance of the Bonds) under the Act.

"Environmental Laws" means all federal, state, and local laws, rules, regulations,
ordinances, programs, permits, guidance, orders, and consent decrees relating to health, safety,
and environmental matters, including, but not limited to, all current Environmental Laws as of
the date hereof, or as those Environmental Laws may be amended, revised or superseded, of any
governmental authority having jurisdiction over the Project addressing pollution or the protection
of human health or the environment, including without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act, 42 U.S.C. $ 9601, et seq.; the
Resource Conservation and Recovery Act,42 U.S.C. $ 6901, et seq.; the Federal Water Pollution
Control Act,33 U.S.C. $ 1251, et seq.; the Clean Air Act, 42 U.S.C. $ 7401, et seq.; the Toxic
Substances Control Act, 15 U.S.C. $$ 2601 through 2629; the Oil Pollution Act, 33 U.S.C.
$ 2701 , et seq.; the Emergency Planning and Community Right-to-Know Act, 42 U.S.C.
$ 11001, et seq.; the Safe Drinking Water Act,42 U.S.C. $$ 300f through 300j; and all similar
laws (including implementing regulations) of any governmental authority having jurisdiction
over the Project or its acquisition by the Company.

"Equipment" means those items of machinery, equipment and other items of personal
property, not part of the Buildings, acquired or permitted herein to be acquired and installed as
part of the Project with proceeds from the sale of the Bonds (whether derived directly or
indirectly from the issuance of the Bonds), constitutingpart of the Project generally described in
Exhibit B attached hereto and made a pafi hereof by this reference, and more particularly
described by the Requisitions submitted from time to time pursuant to Section 4.4 hercof,
together with any item of machinery and equipment and related property acquired and installed
in substitution therefor or in addition thereto pursuant to the provisions of Sections 6.2 and 7.I
hereof, less such property as may be released from this Agreement pursuant to Section 6.2
hereof, all as they may at any time exist, but not including the Company's own machinery and
equipment installed under the provisions of Section 6.1 hereof.

"Event of Default" means those events specified in and defined by Section 10.1 hereof.

"Governmental Authority" means the United States, any state of the United States and
any county, city or political subdivision thereof and any board, buteau, council, commission,
department, agency, court, legislative body or other instrumentality of the United States, any
state of the United States or any county, city ol political subdivision thereof.

"Grant Documents" has the meaning set forth in Section 4.4 hereof.

"Grant-Funded Assets" has the meaning set forth in Section 4.4 hereof.

"Initial Term" has the meaning set forth in Section 5.1 hereof.

"Land" means the real property described in Exhibit A attached hereto and made a pafi
hereof by this reference, owned by the State, and leased to the Issuer under the State Lease, and
rented to the Company hereunder, or such other real ploperty in the jurisdiction of the Issuer as
may be provided by amendment hereto, less such property as may be taken by the power of
a
-l
SCR/3(r I (r09ti0.9
eminent domain as provided in Section J .2 hereof, and less any such property released from this
Agreement pursuant to Section 8.6 hereof.

"Net Proceeds," when used with respect to any insurance (including title insurance) or
condemnation award, means the gross proceeds from the insurance or condemnation award
remaining after payment of all expenses incurred in the collection of such gross proceeds.

"Paying Agent" means any paying agent at the time serving as such under the Bond
Resolution.

"Permitted Encumbrances" means those liens, encumbrances, restrictions on use,

easements, rights of way and other matters affecting ownership or title (i) existing on the date of
delivery hereof, (ii) described in any policy of title insurance that may be procured by the
Company, (iii) unfiled and inchoate mechanics' and materialmen's liens for construction work in
progress, (iv) architects', contractors', subcontractors', mechanics', materialmen's, suppliers',
laborers' and vendors' liens or other similar liens not then payable, (v) utility, access and other
easements, licenses, rights-of-way, restrictions, reservations and exceptions which, according to
a certificate of an authorized representative of the Company (designated by the Company to the
Issuer from time to time) delivered to the Issuer, are necessary for the construction of the Project
and which will not materially interfere with or impair the operations, if any, being conducted at
the Project, and (vi) caused to come into effect by the Company or consented to by the Company
in writing from time to time, with the consent of the Issuer, which consent shall not be
unreasonably withheld, conditioned or delayed.

"Permitted Investments" means any one or more of the following investments, if and to
the extent the same are then legal investments under the applicable laws of the State for the
moneys proposed to be invested therein:

(a) The bonds or obligations of any county, municipal corporation, school

district or other political subdivision of the State, or any authority, or other public body
corporate and politic created under the Constitution and laws of the State, or bonds or
obligations of the State or of other counties, municipal corporations and political
subdivisions of the State;

(b) The bonds or other obligations of the United States Government or of

subsidiary corporations of the United States Government fully guaranteed by such
government;

(c) Obligations of agencies of the United States Government issued by the

Federal Land Bank, the Federal Home Loan Bank, the Federal Intermediate Credit Bank
and the Central Bank for Cooperatives;

(d) The bonds or other obligations issued by any public housing agency or
municipality in the United States, which such bonds or obligations are fully secured as to
the payment of both principal and interest by a pledge of annual contributions under an
annual contributions contract or contracts with the United States Government, or project
notes issued by any public housing agency, urban renewal agency or municipality in the

4
sGIi./361 609n0.9
United States and fully secured as to payment of both principal and interest by a
requisition, loan or payment agreement with the United States Government;

(e) Certificates of deposit of national or state banks located within the State
which have deposits insured by the Federal Deposit Insurance Corporation (including
certificates of deposit of any bank acting as depository or custodian for any such funds);
provided, however, that the portion of such certificates of deposit in excess of the amount
insured by the Federal Deposit Insurance Corporation, if any, shall be secured by deposit
with the Federal Reserve Bank of Atlanta, Georgia, or with any national or state bank
located within the State, of one or more of the following securities in an aggregate
principal amount equal at least to the amount of such excess: direct or general obligations
of the State, obligations of the United States Government or subsidiary corporations
included in paragraph (b) above, obligations of the agencies of the United States
Government included in paragraph (c) above, or bonds, obligations or project notes of
public housing agencies, urban renewal agencies or municipalities included in paragraph
(d) above;

(D Securities of or other interests in any no-load, open-end management type

investment company or investment trust registered under the Investment Company Act of
1940, as from time to time amended, or any common trust fund maintained by any bank
or trust company which holds such proceeds as trustee or by an affiliate thereof so long
as:

(1) The portfolio of such investment company or investment trust or common

trust fund is limited to the obligations referenced in paragraph (b) of this
definition and repurchase agreements fully collateruhzed by any such
obligations,

(2) Such investment company or investment trust or common trust fund takes
delivery of such collateral either directly or through an authorized
custodian,

(3) Such investment company or investment trust or common trust fund is

managed so as to maintain its shares at a constant net asset value, and

(4) Securities of or other interests in such investment company or investment

trust or common trust fund are purchased and redeemed only through the
use of national or state banks having corpolate trust powers and located
within the State.

(g) Interest-bearing time deposits, repurchase agreements, reverse repurchase

agreements , rate guarantee agreements or other similar banking arrangements with a bank
or trust company having capital and surplus aggregating at least $50,000,000 or with any
government bond dealer reporting to, trading with, and recognized as a primary dealer by
the Federal Reserve Bank of New York having capital aggregating at least $50,000,000
or with any corporation which is subject to registration with the Board of Governors of
the Federal Reserve System pursuant to the requirements of the Bank Holding Company

5
sGR/361 60980.9
 Act of 1956, provided that each such interest-bearing time deposit, repurchase agreement,
reverse repurchase agreement, rate guarantee agreement or other similar banking
arrangement shall permit the moneys so placed to be available for use at the time
provided with respect to the investment or reinvestment of such moneys; and

(h) Such other obligations as may at any time be authorized by applicable law

"Person" means a natural person, business orgamzation, public body or legal entity.

"PILOT Payments" shall have the meaning set forth in Section 6.3 hereof.

"Project" means the Land, Buildings and Equipment generally described in Exhibit B
attached hereto, and as the same may be more specifically described by the Requisitions made
from time to time pursuant to the provisions of Section 4.4 of this Agreement.

"Requisition" means a requisition and request for an Advance of proceeds of the Bonds
submitted pursuant to Section 4.4 hereof, in substantially the form attached on Exhibit C attached
hereto.

"Revenue Sharing Agreement" means that certain Amended and Restated

Intergovernmental Contract Re: Revenue Sharing Agreement for Stanton Springs and Stanton
Springs North dated as of November I 6,2021 by and among the Issuer, Jasper County, Morgan
County, Newton County, Walton County, the City of Social Circle, Jasper County School
District, Morgan County School District, Newton County School District, Walton County School
District, City of Social Circle School District, Jasper County Board of Tax Assessors, Morgan
County Board of Tax Assessors, Newton County Board of Tax Assessors, Walton County Board
of Tax Assessors, Jasper County Tax Commissioner, Morgan County Tax Commissioner,
Newton County Tax Commissioner and Walton County Tax Commissioner, as the same may be
amended from time to time.

"State" means the State of Georgia.

"State Lease" means that certain Intergovernmental Lease Agreement dated as of _,

2022, by and between the State and the Issuer.

"supplemental Rent" means the payments required to be made by the Company

pursuant to Section 5.3(d) hereof.

"Term" shall have the meaning set forth in Section 5.1(e) hereof.

Section 1.2. Rules of Construction.

(a) "Herein," "hereby," "hereunder," "hereof," "hereinbefore," "hereinafter"

and other equivalent words refer to this Agreement and not solely to the particular portion
thereof in which any such word is used.

(b) Words importing the singular number shall include the plural number and
vice versa, and any pronoun used herein shall be deemed to cover all genders.

6
sGR/36 I 60980.9
 (c) All references herein to particular Articles or Sections are references to
Articles or Sections of this Agreement, unless otherwise indicated.

(d) All other terms used herein which are defined in the Bond Resolution shall
have the same meanings assigned them in the Bond Resolution unless the context
otherwise requires.

ARTICLE II
RE,PRESENTATIONS

Section 2.1. Representations of the Issuer. The Issuer makes the following
representations as the basis for the undertakings on its part herein contained:

(a) The Issuer is a public body corporate and politic duly created and existing
under the provisions of the Act.

(b) Under the provisions of the Act, the Issuer has the power to enter into the
transactions contemplated by this Agreement and to carry out its obligations hereunder.
By proper corporate action the Issuer has been duly authoized to execute and deliver the
Issuer Documents. The Issuer has all rights pursuant to the State Lease necessary to grant
to the Company the rights granted hereunder.

(c) The Issuer has found and does hereby declare that the issuance of the
Bonds, the use of the proceeds from the sale of the Bonds (whether derived directly or
indirectly from the issuance of the Bonds) to directly or indirectly finance, in whole or in
part, Costs of acquiring, constructing, equipping and installing the Project to promote
economic development and job creation and to facilitate a property tax incentive for the
Company and the provision of the same to the Company by usufruct and/or bailment for
hire and sale of the same to the Company are in fuitherance of the public purposes for
which the Issuer was created.

(d) To directly or indirectly finance, in whole or in part, the Costs of the

Pro.lect, the Issuer proposes to issue the Bonds which will mature, bear interest and be
subject to redemption as set forth in the Bond Resolution.

(e) The Bonds are to be issued under and secured by the Bond Resolution,
pursllant to which the Issuer's rights under this Agreement (except Reserved Rights), and
the Security will be pledged as security for payment of the principal of and interest on the
Bonds.

(D All actions of the Issuer with respect to the issuance of the Bonds were
taken at meetings held after due notice given in accordance with the Issuer's procedures
and the provisions of law, which were open to the public and at which a majority of the
Issuer's directors or members was present and acting throughout, and said actions appear
of public record in the minute books of the Issuer.

7
sGR/361 60980.9
 Section 2.2. Representations of th . The Company makes the following
representations as the basis for the undertakings on its part herein contained:

(a) The Company is a Delaware limited liability company duly olganrzed and
validly existing with authority to conduct business in the State, has power and authority
to enter into and to perform the agreements and covenants on its part contained in the
Bond Documents to which it is a party and has duly authorized the execution, delivery
and performance of the Bond Documents to which it is a party by all necessary actions
and proceedings.

(b) No further authorizations, consents or approvals of governmental bodies

or agencies are, to the best of its knowledge, required in connection with the execution
and delivery by the Company of this Agreement or in connection with the carrying out by
the Company of its obligations under this Agreement, except for authorizations, consents
or approvals that need not be obtained at this time.

(c) The Company has duly executed the Bond Documents to which it is a
party, and the Bond Documents to which it is a party constitute the legal, valid, binding
and enforceable obligations of the Company.

(d) The acquisition, construction, improvement and equipping of the Project,

the execution, delivery and performance of the Company's obligations under the Bond
Documents to which it is a party and the carrying out of the transactions contemplated on
its part by the Bond Documents do not violate the Company's articles of organization or
operating agreement, or the laws or Constitution of the State of Georgia or the State of
Delaware, and do not constitute a breach of or a default under any existing court order,
administrative regulation or other legal decree or any agreement, indenture, mortgage,
lease, note or other instrument to which the Company is a party or by which it or its
property is bound and which would have a material adverse impact on the Company's
ability to perform its obligations hereunder.

(e) Except as disclosed to the Issuer in writing, there is no action, suit,

proceeding, inquiry or investigation, at law or in equity, before or by any court, public
board or body, pending or, to the knowledge of the Company, threatened in writing
against or affecting the Company, (i) attempting to limit, enjoin or otherwise restrict or
prevent the Company from acquiring, constructing and irnproving the Project or
operating the Project, (ii) contesting or questioning the existence of the Company or the
titles of the present officers of the Company to their offices, or (iii) wherein an
unfavorable decision, ruling or finding would (A) adversely affect the enforceability of
the Bond Documents to which it is a party, or (B) rnaterially adversely affect the financial
condition or results of operations of the Company or the transactions contemplated by the
Bond Documents.

(0 The Company is not in violation of its articles of folmation or operating

agreement or the laws or the Constitution of the State of Georgia or the State of Delaware
and is not in default under any existing court order, administrative regulation or other
legal decree, or any agreement, indenture, mortgage, lease, note or other instrument to

8
scR/361 60980.9
 which it is a party or by which it or its property is bound and which would have a
material adverse impact on the Company's ability to perform its obligations hereunder.

(g) The issuance of the Bonds as contemplated by this Agreement, among

other incentives, has induced the Company to construct, acquire and operate the Project
within the territory of the Issuer.

(h) The Company or one or more Affiliates will operate the Project as vehicle
manufacturing and research, development, testing, sales andlor service facilities,
including potential battery manufacturing facilities, and related facilities, which facilities
constitute a "project" within the meaning of the Act, until the Bonds have been paid in
full.

ARTICLE III
RENTAL OF THE PROJECT

Section 3.1. Rental of the Project. On the date hereof, the Land is owned by the State
and is leased to the Issuer pursuant to the State Lease. Title to all Buildings and improvements
existing on the date hereof or hereafter constructed on the Land, as more particularly described in
Section 4.2 and Section 6.1, below shall be in the State, shall be leased to the Issuer under the
State Lease, and shall be made available to the Company pursuant to the terms of this
Agreement. Title to all Equipment existing on the date hereof or to be installed or utilized on the
Land, as more particularly described in Section 4,2 and Section 6.1 below, shall be inthe Issuer
and shall be made available to the Company pursuant to the terms of this Agreement. In
consideration of the representations and undertakings of the Company in this Agreement, the
Issuer hereby rents the Project to the Company, and the Company hereby rents the Project from
the Issuer at the rentals set forth in Section 5.3 hereof, for the Term hereof, and in accordance
with the provisions of this Agreement. This Agreement does not grant and shall not be construed
as a grant of title or a leasehold estate to the Project to the Company. The Issuer is not granting
to the Company hereunder all of the Issuer's estate in the Land and Buildings leased to it under
the State Lease. It is the intention of the parties that the interest of the Company hereunder shall
be a usufruct under O.C.G.A. 5 44-7-1(a) as to any real property included in the Project, and as a
bailment for hire under O.C.G.A. $ 44-6-101, as to the personal property of the Project, and not
an estate for years. The parties hereto further agree such usufruct and bailment status is
evidenced by the fact that various plovisions of this Agreement restrict and limit the Company's
rights in the Project to such an extent that the Company does not have the right to use the Project
in as absolute a manner as it would have if it were the owner of the Project or a lessee with an
estate for years (subject only to rules prohibiting waste), to-wit:

(i) Limitation on Na of Comnanv's IIse. This Agreement provides that

the Project may be used only for the limited purpose of developing and operating vehicle
manufacturing and research, development, testing, sales andlor service facilities,
including potential battery manufacturing facilities, and related facilities, and imposes
other restrictions on the Company's use of the Project; thus, the Company does not have
the right to use the Project in as absolute a manner as it would have if it were the owner
ofan estate for years.

9
SGIt/361 (r0980.9
 (ii) Interest Not F lv Assisnable. Thrs Agreement contains certain
restrictions on the right of the Company to assign its rights hereunder.

(iii) Issuer's Risht to Enforce Compliance with Applicable Laws. In order that
the Issuer may control the use of the Project in order to assure that such use is at all times
lawful, the parties have provided in this Agreement that the Company's use and
occupancy of the Project and its activities thereat shall be conducted at all times in
accordance with all applicable laws, ordinances, rules and regulations and that the Issuer,
as lessor, has the right to enforce such covenants.

(iv) Issuer's Rights of Inspection. In order that the Issuer may monitor
compliance by the Company, as tenant, with the restrictions and covenants contained in
this Agreement, this Agreement provides that the Issuer shall be entitled to inspect the
Project, subject to the conditions provided herein.

(v) Repair and Maintenance Covenants. Under current law, if this Agreement
were to create an "estate for years," (rather than a usufruct as intended by the parties) the
Company would have, as tenant, under law, the duty to maintain the Project, normal wear
and tear excepted, and it would not be necessary to so provide in this Agreement; in this
Agreement, the parties hereto, by operation of express covenant and not by operation of
law, have provided for the Company, as tenant, to repair and maintain the Project.

(vi) Insurance Covenants. Under current law, the granting of a usufruct and
bailment for hire does not automatically impose upon the tenant any obligation to insure
the property that is the subject of such grant; however, in this Agreement, the parties, by
operation of express covenant and not by operation of law, have provided that the
Company shall be responsible for insuring the Project.

(vii) Taxes and Governmental Charges. Under current law, the granting of a
usufruct or a bailment for hire does not impose upon the tenant any obligation to pay
taxes, or other governmental charges against the Project that is the subject of such lease;
however, in the event that any ad valorem taxes or government charges are lawfully
levied on the Project (contrary to the parties' intent), then in this Agreement, the parties,
by operation of express covenant and not by operation of law, have provided that the
Company shall be responsible for any such actual ad valorem taxes and any
governmental charges lawfully levied on the Project. In addition, the parties, by operation
of express covenant and not by operation of law, have provided that the Company shall
be responsible for making PILOT Payments as described herein. In the event that ad
valorem taxes are levied, then the Company will receive a credit against its obligation to
make PILOT Payments to the extent of such ad valorem taxes paid.

Section 3.2. Warranties. EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN

THE EDA, COMPANY ACKNOWLEDGES THAT THE PROJECT SITE WILL BE
PROVIDED TO IT "AS-IS'' AND WITH ALL FAULTS. EXCEPT TO THE EXTENT
EXPRE,SSLY SET FORTH IN THE EDA, THE ISSUER HAS NO OBLIGATION TO MAKE
REPAIRS, MODIFICATIONS, REPLACEMENTS OR IMPROVEMENTS TO THE PROJECT
SITE, INCLUDING WITHOUT LIMITATION THE UPKEEP, DEMOLITION, REMOVAL,

10
S(iR/3(r 160980.9
MODIFICATION, OR RELOCATION OF ANY STRUCTURES OR PERSONAL PROPERTY
ON THE PROJECT SITE. COMPANY ACKNOWLEDGES AND AGREES THAT EXCEPT
AS SPECIFICALLY SET FORTH HEREIN OR IN THE EDA, THE PUBLIC PARTIES DO
NOT MAKE AND SPECIFICALLY DISCLAIM ANY OTHER REPRESENTATIONS OR
WARRANTIES WITH RESPECT TO THE PROJECT SITE. EXCEPT AS EXPRESSLY SET
FORTH IN THE EDA, THE ISSUER MAKES NO WARRANTY, EITHER EXPRESS OR
IMPLIED, AS TO THE CONDITION OF THE PROJECT OR THAT IT WILL BE SUITABLE
FOR THE COMPANY'S PURPOSES OR NEE,DS. THE PROJECT SITE SHALL BE
PROVIDED TO THE COMPANY IN ALL CASES SUBJECT TO PERMITTED
ENCUMBRANCES.

Section 3.3. Quiet Enjoyment. The Issuer warrants and covenants that it will defend
the Company in the quiet enjoyment and peaceable possession of the Project, free from all claims
of all Persons claiming by or through the Issuer, except for Permitted Encumbrances, throughout
the Term of this Agreement.

ARTICLE IV

COMMENCEMENT AND COMPLBTION OF THE PROJECT;

ISSUANCE OF THE BONDS

Section 4.1". Agreement to Issue the Bonds. The Issuer has contracted for the sale of the
Bonds in order to provide funds, directly or indirectly, for payment of the costs, in whole or in
part, of the acquisition, construction and installation of the Proiect to promote economic
development and job creation and to facilitate a property tax incentive for the Company. The
Issuer agrees to issue the Bonds for that purpose.

Section 4.2. Agreement to Develop the Project. Upon the issuance of the Bonds, the
State owns the Land and leases the Land to the Issuer under the State Lease. The Company
agrees to acquire, construct, improve and install the Project, and to provide the Project to the
State and to Issuer, as more fully described in this Section below. The Company agrees to
expend on the Project an amount at least equal to the greater of $5,000,000,000 or the amount of
the Bonds issued for the development of the Project. The parties hereto acknowledge and agree
that, except as specifically provided herein, that (i) title to all components of the Project
consisting of the Buildings and any other improvements to the Land, including fixtures, shall
vest in the State, as the owner of the Land, as the same are acquired, constructed or improved,
and such Buildings, together with the Land, shall be leased by the State to the Issuer under the
State Lease and shall be made available for use by the Company hereunder, and (ii) title to all
components of the Project consisting of the Equipment and any other personal property, shall
vest in the Issuer as the same are acquired or installed, and such Equipment shall be made
available for use by the Company hereunder. The Issuer's only obligation with respect to
payment of Costs of the Project shall be to make available to the Cornpany the proceeds of the
Bonds (whether derived directly or indirectly from the issuance of the Bonds) as provided in
Section 4.4 hereof. The Issuer shall not be responsible in any other manner to pay Costs of the
Project. The Company shall employ, contract with or otherwise engage suppliers, contractors and
subcontractors in its own name for the Project and shall pursue any remedies against such
suppliers, contractors and subcontractors and any sureties of such suppliers, contractors and

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subcontractors in its own name, on its own behalf and at its own expense. The Company
acknowledges that the Issuel has not participated in or approved the selection of such suppliers,
contractors and subcontractors. It is the intent of the parties hereto that no agency or
employment relationship is created hereundeL, and the Issuer expressly disclaims all liabilities
associated with any contract or subcontract entered into by the Company including, without
limitation, any related to the acquisition, construction, improvement, installation and equipping
of the Project. The Company may make changes in the Project, so long as such changes do not
cause the Project to cease to be vehicle manufacturing and research, development, testing, sales
and/or service facilities, including potential battery manufacturing facilities and related facilities,
or to violate in any material respects any applicable provisions of law. The Company shall
indemnify the Authority for all claims, liabilities and losses related to the foregoing pursuant to
Section 8.2 of this Agreement.

Section 4.3. Liens. Except for Permitted Encumbrances, the Company will not create
or permit the creation of, or suffer to exist, any lien, encumbrance or charge upon the Project,
except as consented to in writing by the Issuer, which consent shall not be unreasonably
withheld, conditioned or delayed. Except for Permitted Encumbrances, the Company shall
remove, within thirty (30) days from notice of the filing of any mechanic's or materialman's lien
on the Project, such mechanic's or materialman's lien by payment of the debt or the posting of a
bond in accordance with Georgia law.

Section 4.4. Disbursements of Bond Proceeds. Upon the incurrence of Costs of the
Proiect and receipt by the Company of invoices or other proofs of amounts then owing for Costs
of the Project, the Company may either: (a) submit such invoices or other documentation of
acquisition and a Requisition to the Issuer, the Custodian and the Holder of the applicable Bond,
together with instructions to pay the amounts indicated directly to the Persons to whom such
Costs of the Project are owing, or (b) pay such Costs of the Project from its own funds and
submit such documentation and a Requisition to the Issuer, the Custodian and the Holder of the
Bond together with instructions to reimburse the amounts indicated to the Company. Upon the
submission of such a Requisition, substantially in the form of Exhibit C attached hereto, signed
by a Company Representative, to the Holder of the Bond, the Custodian and the Issuer and the
making of the corresponding Advance by the Holder, such Costs of the Project shall be paid
from the Project Fund to or at the order of the Company. Notwithstanding the foregoing, the
Holder of the Bond, the Custodian, the Issuer and the Company may enter into an agreement for
making Advances of the principal amount of the Bond and for payment or reimbursement of
Costs of the Project in a manner other than as provided herein, as permitted by Section 4.02 of
the Bond Resolution. The Bond Purchase Agreement contains such an agreement.

If any State grant money is received which is used by the Company to construct or install
Buildings or to acquire Equipment to be owned by the Issuer and rented to the Company
hereunder, said Buildings or Equipment (the "Grant-Funded Assets") shall be included as part
of the Project and shall be subject to this Agreement. During the term of the related State grant,
the Issuer shall retain a security interest in any such Grant-Funded Assets, and the Company
hereby authorizes the Issuer to prepare and file a UCC financing statement reflecting such
interest. The State documents governing such grant are sometimes referred to herein as the
"Grant Documents."

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 Section 4.5. Restrictions on Use of Project. For the entire Term of this Agreement, the
Project may be used only for the limited purposes of developing and operating vehicle
manufacturing and research, development, testing, sales and/or service facilities, including
potential battery manufacturing facilities, and related facilities, or for other limited purposes
permitted by the Act and approved by the Issuer in writing. The Company shall not permit the
Project, or any part thereof, to be used in any fashion that would violate in any material respect
any applicable law. The Issuer's right to enforce this covenant shall be among the Reserved
Rights. In addition, the Company and its permitted assigns and sublessees, including any
Affiliate, will use and operate the Project in all material respects in accordance with all
applicable laws, ordinances, rules and regulations, and the Issuer shall have the right to enforce
such covenant.

Section 4.6. Fctohlichmenfof Comn'lefi on T\qta' \/nnarrc Ppmqrnrnc The completion

of the Project shall be evidenced to the Issuer by a certificate signed by the Company
Representative stating that the acquisition, construction, improvement and installation of the
Project have been completed to the satisfaction of the Company. Any moneys remaining in the
Project Fund on the Completion Date, as soon as practicable after the Completion Date, and no
later than ninety (90) days thereafter, at the direction of the Company, shall be applied to
partially redeem the Bonds, as provided in the Bond Resolution.

Notwithstanding the foregoing, the Company Representative's certificate may state that it
is given without prejudice to any rights against third parties which exist at the date of such
certificate or which may subsequently come into being.

S ection4.7. Issuer Not Liable in Event Bond Proceeds Insufficient. In the event the
Proceeds of the Bonds should not be sufficient to pay the Costs of the Project in full, the Issuer
shall not be liable or responsible for the insufficiency. The Issuer does not make any warranty,
either express or implied, that the moneys which will be paid into the Project Fund and which,
under the provisions of this Agreement, will be available for payment of the Costs of the Project,
will be sufficient to pay all the Costs that will be incurred in that connection.

Section 4.8. Companv and Issuer Representatives and Successors. At or prior to the
initial sale of the Bonds, the Company and the Issuer shall appoint a Company Representative
and an Issuel Representative, respectively, forthe purpose of taking all actions and delivering all
certificates required to be taken and delivered by the Company Representative and the Issuer
Representative under the provisions of this Agreement. The Company and the Issuer,
respectively, may also appoint alternate Company Representatives and alternate Issuer
Representatives to take any such action or make any such certificate if the same is not taken or
made by the Company Representative or the Issuer Representative. In the event any of such
Persons, or any successor appointed pursuant to the provisions of this Section, should resign or
become unavailable or unable to take any action or deliver any certificate provided for in this
Agreement, another Company Representative or alternate Company Representative, or another
Issuer Representative or alternate Issuer Representative, shall thereupon be appointed by the
Company or the Issuer, respectively.

Whenever the provisions of this Agreement require the Company's approval or require
the Issuer to take some action at the request of the Company, the Company Replesentative shall

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S(iR/l(r 1609tt0 9
make, in writing, such approval or such request unless othelwise specified in this Agreement.
The Company shall have no complaint against the Issuer as a result of any action so taken at the
written direction of the Company Representative.

Section 4.9. Investmen t of Monevs in Funds. The C ompany Representative may direct
the investment of any moneys held in funds under the Bond Resolution to the extent permitted by
Section 4.03 of the Bond Resolution and by law in Permitted Investments. Any interest accruing
on or profit realized from the investment of any moneys held as part of a fund shall be credited to
such fund, and any loss resulting from such investment shall be charged to such fund. The Issuer
shall not be liable for any loss resulting from any such investments.

ARTICLE V

RENTAL AND POSSESSION

Section 5.1. Effective Date of this Asreemen t: Duration of Term. This A greement
shall be effective when delivered on the date of issuance of the Bonds. The initial term hereof
(the "Initial Term") shall expire at 1 1 :59 p.m. Georgia time on December I,2021 .

(a) Provided that this Agreement is in full force and effect and the Company
is not in default under the terms hereof beyond any applicable notice and cure period
provided for herein, the Term shall be automatically extended for an additional period
expiring at lI:59 p.m. Georgia time on Decemb er 7 , 2032, unless the Company gives the
Issuer and the Holder of the Bonds written notice at least sixty (60) days prior to the
expiration of the Initial Term of the Company's desire that the Term not be extended.

(b) Provided that this Agreement is in full force and effect and the Company
is not in default under the terms hereof beyond any applicable notice and cure period
provided for herein, the Term shall be automatically extended for an additional period
expiring at 11:59 p.m. Georgia time on December 1,2037, unless the Company gives the
Issuer and the Holder of the Bonds written notice at least sixty (60) days prior to the
expiration of the Term of the Company's desire that the Term not be extended.

(c) Provided that this Agreement is in full force and effect and the Company
is not in default under the terms hereof beyond any applicable notice and cure period
provided for herein, the Term shall be automatically extended for an additional period
expiring at II:59 p.m. Georgia time on December 1,2042, unless the Company gives the
Issuer and the Holder of the Bonds written notice at least sixty (60) days prior to the
expiration of the Term of the Company's desire that the Term not be extended.

(d) Provided that this Agreement is in full force and effect and the Company
is not in default under the terms hereof beyond any applicable notice and cure period
provided for herein, the Term shall be automatically extended for an additional period
expiring at 11:59 p.m. Georgia time on December 7,2047, unless the Company gives the
Issuer and the Holder of the Bonds written notice at least sixty (60) days prior to the
expiration of the Term of the Company's desire that the Term not be extended.

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 (e) "Renewal Term" shall refer to an extended term of this Agreement for the
period described in subsections (b) through (e) above. The "Term" of this Agreement
shall be the Initial Term; if extended for a Renewal Term, the "Term" shall then be the
Initial Term and each Renewal Term for which this Agreement is, in fact, extended.

(0 Each extension option shall be deemed to be exercised automatically

unless the Company, at least sixty (60) days prior to the expiration of the then-current
Initial Term or Renewal Term, as applicable, delivers a notice declaring its intention not
to renew the Term to the Issuer and the Holder of the Bonds.

(g) Notwithstanding any expiration or termination of this Agreement, those

covenants and obligations that by the provisions hereof are stated to survive the
expiration or termination of this Agreement shall survive the expiration or earlier
termination of this Agreement.

Section 5.2. Delivery and Acceptance of Possession. The Issuer grants to the Company
sole and exclusive possession, occupancy and use of each component of the Project, as
completed, and the Company accepts such rights of possession, occupancy and use.

Section 5.3. Payment of Rents.

(a) On or before each date provided in the Bond Resolution for the payment
of principal or interest on the Bonds, until the principal of, and interest on the Bonds shall
have been paid in full, the Company shall pay or cause to be paid to or as directed by the
Issuer, as Basic Rent for the Project, a sum equal to the amount payable on such date as
principal of and interest on the Bonds, as provided in the Bond Resolution. In any event,
each payment of Basic Rent under this Section shall be sufficient to pay the total amount
of principal and interest on the Bonds payable on the payment date. Anything herein to
the contrary notwithstanding, any amount at any time held in the Bond Fund shall be
credited against the obligation to make payments of Basic Rent and shall reduce the Basic
Rent payment to be then made by the Company. After payment in full of the Bonds,
annual rental hereunder shall be $1.00. The Company shall have the right to prepay Basic
Rent at any time and to cause a corresponding full or partial redemption of the Bonds as
described in Section 2.09 of the Bond Resolution. Notwithstanding the foregoing, the
Holder of the Bonds and the Issuer may provide for a home office payment agreement, or
another document with home office payment provisions, for the payment of Basic Rent
and debt service on the Bonds in a manner other than the manner set forth herein, in
accordance with Section 4.03 of the Bond Resolution.

(b) Notwithstanding anything herein to the contrary, should the Company not
renew the Term of this Agreement for any Renewal Term as permitted by Section 5.1
hereof, the Company shall, on the date the Term will expire, pay or cause to be paid to or
as directed by the Issuer, as Additional Rent in arrears, the sum equal to any remaining
outstanding principal balance of the Bonds plus any accrued and unpaid interest on the
Bonds in accordance with Section a(b) of the Bond Purchase Agreement. Upon payment
of such amounts, this Agreement will terminate.

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SGR/36160980.9
 (c) Except for costs and expenses for which the Issuer or the State is expressly
responsible for under the EDA, the Company agrees that it shall pay directly to the
Issuer, as Additional Rent, an amount sufficient to reimburse the Issuer for all reasonable
expenses and advances reasonably incurred by the Issuer hereunder in connection with
the Project subsequent to the execution of this Agreement, including, but not limited to,
the reasonable fees and expenses of counsel for the Issuer, provided that the same are
incurred as a result of the failure of the Company to comply with the terms of this
Agreement, subject to the notice obligations and cure periods set forth in Article X of this
Agreement, or are subject to payment or indemnification by the Company hereunder. All
payments of Additional Rent described in this paragraph shall be billed to the Company
by the Issuer from time to time, together with a statement certifying that the amount for
which reimbursement is sought for one or more of the above-described expenditures has
been incurred or paid by the Issuer. Amounts so billed shall be paid by the Company
within thirty (60) days after receipt of the bill, which shall contain reasonable detail, by
the Company; the right of the Issuer to payments under this Section 5.3 is one of the
Reserved Rights. In the event the Company shall fail to make any of the payments
required in this Section 5.3, the unpaid amount shall continue as an obligation of the
Company until fully paid, and shall accrue interest from such thirtieth day at the rate of
6.00% per annum.

(d) The Company agrees that it will pay to the Issuer as Supplemental Rent,
all Recoupment Payments or Special Recoupment Payments (as such terms are defined in
the EDA) owed by the Company to the Issuer pursuant to the terms of the EDA. Such
payments of Supplemental Rent shall be paid at the times required by the EDA, shall be
paid without duplication of the Company's obligations under the EDA, and shall be paid
to the Issuer or to the State, in whole or in part, as set forth in the EDA or as directed in
writing by the Issuer.

Section 5.4. Place of Pa)'ments. Except as otherwise provided by Section 4.01 of the
Bond Resolution, the Basic Rent provided for under Section 5.3(a) hereof shall be paid directly
to the Paying Agent at the office designated by the Paying Agent for the account of the Issuer for
so long as the Bonds remains outstanding.

Section 5.5. of Com The obligations of the Company

to make the payments required under Section 5.3 hereof and to perform and observe the other
agreements on its part contained herein shall be absolute and unconditional and shall not be
subject to diminution by set-off, counterclaim, abatement or otherwise, and during the Term the
Cornpany (a) will not suspend or discontinue, or permit the suspension or discontinuance of, any
payments provided for in Section 5.3 hereof, (b) will perform and observe all of its other
agreements contained in the Bond Documents to which it is a party and, (c) except as expressly
permitted by the terms of the Bond Documents, will not terminate this Agreement for any cause
including, without limiting the generality of the foregoing, failure to acquire or complete the
Project, any acts or circumstances that may constitute failure of considelation, sale, loss,
diminution, destruction or condemnation of or damage to the Project, commercial frustration of
purpose, any change in the tax or other laws or administrative rulings of or administrative actions
by the United States of America or the State or any political subdivision of either, or any failure
of the Issuer to perform and obselve any agreement, whether expressed or implied, or any duty,

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liability or obligation arising out of or connected with this Agreement. Nothing contained in this
Section shall be construed to release the Issuer from performance of any of the agreements on its
part herein contained, and in the event the Issuer shall fail to perform any such agreement on its
part, the Company may institute such action against the Issuer as the Company may deem
necessary to compel performance, provided that no such action shall (i) violate the agreements
on the part of the Company contained in the first sentence of this Section or (ii) diminish the
amounts required to be paid by the Company pursuant to Section 5.3 hereof; provided, however,
the Issuer shall have no liability to pay any pecuniary amounts other than from the Security. The
Company may, however, at its own cost and expense and in its own name or in the name of the
Issuer, prosecute or defend any action or proceeding or take any other action involving third
Persons that the Company deems reasonably necessary in order to secure or protect its right of
possession, occupancy and use hereunder, and in such event the Issuer hereby agrees to
cooperate fully with the Company and to take all lawful action which is required to effect the
substitution of the Company for the Issuer in any such action or proceeding if the Company shall
so request.

ARTICLE VI

IMPROVEMENTS AND MODIFICATIONS; TAXES AND INSURANCE

Section 6.1. Improvements and Modifications of Project b), Compan)r. The Company
may from time to time, at its own expense, make additions, modifications or improvements to the
Project, including without limiting the generality of the foregoing the installation of machinery,
Equipment and related property or the construction of additional Buildings and structures on the
Land, desirable for its business purposes, provided that any such additions, modifications or
improvements do not materially change the use of the Project from its intended use as vehicle
manufacturing and research, development, testing, sales and/or service facilities, including
potential battery manufacturing facilities, and related facilities. Title to the Land shall be in the
State, and the Land shall be leased to the Issuer under the State Lease and rented to the Company
hereunder. Title to all additions, modifications or improvements to the Land constituting
Buildings which are apart of the Project and are paid for with proceeds of the Bonds shall be in
the State, shall be leased to the Issuer under the State Lease, and shall be subject to this
Agreement. Title to all additions, modifications or improvements constituting Equipment which
are a part of the Project and are paid for with proceeds of the Bonds shall be in the Issuer and
shall be subject to this Agreement. The Company may, at the Company's own cost and expense,
and with the consent of the Issuer, demolish and replace all or any portion of the Buildings with
new buildings and improvements, which consent shall not be unreasonably withheld, conditioned
or delayed, so long as the same constitute vehicle manufacturing and research, development,
testing, sales and/or service facilities, including potential battery manufacturing facilities, and
related facilities and a "project" within the meaning of the Act. No such demolition or
replacement will result in a diminution, increase or abatement of the rentals hereunder. Any
change in use of the Project from vehicle manufacturing and research, development, testing,
sales and/or service facilities, including potential battery manufacturing facilities, and related
facilities shall require the written consent of the Issuer and consultation with bond counsel. All
such replacement Buildings and structures shall be the property of the State, shall be leased to
the Issuer under the State Lease, and shall be subject to this Agreement. The Company will
provide notice to the Issuer of any additional modifications or improvements to the Project and

I7
SGR/361 60980.9
of demolition and replacement of Buildings if estirnated at the time of construction to have an
aggregate cost in excess of $15,000,000. Such notice may be made via email to the Issuer's
Chairperson and attorney. The Company will file a copy of the plans and specifications for any
such additions, modifications or improvements to the Project or the Land with the Issuer. The
Company shall not do, or permit any other Person under its control to do, any work in or about
the Project or related to any repair, rebuilding, restoration, replacement, alteration of, or addition
to the Project, or any part thereof, unless the Company or such other Person shall have first
procured and paid for all requisite and applicable municipal and other governmental permits and
authorizations. All such work shall be done in a good and workmanlike maltner and in
compliance with all applicable laws, ordinances, governmental regulations, and requirements.

Section 6.2. Removal of Equipment. The Issuer shall not be under any obligation to
renew, repair or replace any inadequate, obsolete, worn-out, unsuitable, undesirable or
unnecessary Equipment. In any instance where the Company determines that any items of
Equipment are not necessary at the facility or facilities that are the subject of this Agreement, the
Company may remove such items of Equipment and transfet, sell, trade-in, exchange or
otherwise dispose of them (as a whole or in part), and thereupon such removed Equipment shall
no longer be subject to this Agreement and shall not be considered part of the Project. If
requested by the Company, the Issuer shall deliver a quitclaim bill of sale for such removed
Equipment to the Company. The lemoval from the Project of any portion of the Equipment
pursuant to the provisions of this Section shall not entitle the Company to any abatement or
diminution of the amounts payable under Section 5.3 hereof. Notwithstanding the foregoing, the
Company shall not remove, sell, replace, dispose or otherwise transfer any Grant-Funded Assets
prior to the closeout of the related State grant without the prior written consent of the Issuer.

The Company from time to time shall cause to be redeemed an amount of the Bonds
corresponding to the book value of Equipment removed and not replaced (rounded to the nearest
$5,000) pursuant to the provisions of this Section 6.2,but the Company shall not be required to
do so for so long as the aggregate book value with respect to which corresponding redemptions
have not been made does not exceed $15,000,000.

The Company will promptly report from time to time such removal, substitution, sale and
other disposition; provided that no such report need be made until the amount on account of all
such sales, trade-ins or other dispositions not previously reported aggregates at least
$15,000,000. Such report may be made via ernail to the Issuer's Chairperson and attorney. The
Company will not remove or permit the removal of any item of Equiprnent except in accordance
with the provisions of this Section.

Section 6.3. Other The Company

shall, throughout the Term of this Agreement, pay or cause to be paid as the same become due
and payable, (a) any taxes and governmental charges of any kind whatsoever lawfully and
properly due upon or with respect to the Project or the interest of the Cornpany under this
Agreement, (b) all taxes and governmental charges of any kind whatsoever upon or with respect
to the Project or any improvements thereon or machinery, Equipment or other personal property
installed or brought by the Company or any subtenant of the Company therein or thereon, (c) all
utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of
the Project and (d) all assessments and charges lawfully and properly made by any governmental

18
SGR/361 60980.9
body for public improvements that rnay be secured by a lien or charge on the Project; provided
that with respect to special assessments or other governmental charges that may lawfully be paid
in installments over a period of years, the Company shall be obligated to pay only such
installments as they become due and payable; provided further that the Company may, in its own
name and/or in the name and on behalf of the Issuet, contest any of the items in (a) through (d)
in good faith through appropriate proceedings. The provisions set forth above shall, as to ad
valorem taxes, not be deemed to be an admission by the Issuer or the Company that any ad
valorem taxes assessed against the Project are properly payable with respect to the Project, it
being the understanding of the parties that, under the Act, the Issuer's interest in the Project is
exempt from ad valorem taxes and that, in accordance with the PILOT Agreement, the interest in
the Project created hereby in the Company, under current Georgia law, is a mere usufruct andlor
bailment for hire, which is not a taxable interest for putposes of ad valorem taxation. The Issuer
hereby appoints the Company as its attorney-in-fact for the purposes of contesting the proposed
imposition of any ad valorem taxes with respect to the Project (including, without limitation, any
proceedings regarding the valuation of property for tax purposes) or to otherwise act for and on
behalf of the Issuer in connection with any ad valorem tax proceedings, and the Issuer will
cooperate with the Company in connection with any such proceedings. The Company shall, in
consideration of this Agreement and other benefits, make payments in lieu of taxes (the "PILOT
Payments") in accordance with the terms provided in Exhibit D hereto and in the EDA; provided,
however, in the event Ihat ad valorem taxes are levied on the Project, then the Company will
receive a credit against its obligation to make PILOT Payments to the extent of such ad valorem
taxes paid. Notwithstanding anything herein to the contrary, the Issuer cannot and does not
warrant, guaranty or promise any particular ad valorem tax treatment resulting from this
Agreement. Provided, however, that the Issuer will not take any action or sell, assign, transfer or
convey the Project during the Term of this Agreement in a manner which might reasonably be
construed as tending to cause or induce the levy or assessment of ad valorem taxes on the
Project. The Company shall provide, upon request, evidence of payment of any taxes, PILOT
Payments and other charges which are or may become a lien or encumbrance on the Project. The
right to receive and to enforce collection of the PILOT Payments is one of the Issuer's Reserved
Rights.

Section 6.4. Insurance Required. The Company will, during the Term of this
Agreement and at all times while any Bond is outstanding, continuously maintain or cause to be
maintained such policies of insurance for casualty and extended loss for the full insurable value
of the Project and in any event as may be required by applicable laws, statutes, regulations, rules
or orders. The Issuer shall be named as additional insured on all such policies. In addition, the
Company shall comply or cause compliance with applicable workers' compensation laws of the
State. The Company shall carry general liability insurance in minimum amounts of $1,000,000
per occurrence, and $3,000,000 in the aggregate, and with umbrella coverage of not less than
$10,000,000. The Issuer sliall be named as an "additional insured" on each such policy by
endorsement. The Issuer shall be furnished with appropriate certificates of insurance indicating
all required endorsements upon the date of issuance of the Bonds and upon written notice from
the Issuer not less frequently than annually thereafter. The Company will not telminate the
insurance without thirty (30) days' prior notice to the Issuer. If the Company shall fail to carry
any such insurance, the Issuer shall be authorized, but shall not be required, after thirty (30) days
written notice to the Company, to advance such funds to correct the deficiency, which advance

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SGR/36160980.9
the Company shall be obligated to repay on demand with interest to accrue at the rate of 10Yo per
annum.

The Issuer and the Holder shall each, respectively, be entitled to enforce the provisions of
this Section insofar as their rights are concerned and the Issuer's right to enforce this Section
shall be one of the Reserved Rights.

Section 6.5. Conduct of Business. The Company warrants that throughout the Term it
shall, at its own expense, maintain the Project in all material respects in compliance with all
applicable life and safety codes and all legally enforceable health, environmental, and safety
ordinances and laws, including all applicable Environmental Laws, and all other applicable laws,
ordinances, rules, and regulations of the United States of America, the State, and any political
subdivision or agency thereof having jurisdiction over the Project and which relate to the
operations of the Project, any violation of which would have a material adverse effect on the
Company's ability to fully perform its obligations under this Agreement. The Company's use of
the Project shall, in all material respects, conform to all laws and regulations of any
governmental authority possessing jurisdiction thereof, and the Company shall, in its use or
operation of the Project, not discriminate or permit discrimination on the basis of race, sex, age,
disability, religion, color or national origin in any manner prohibited by local state or federal
laws, rules, orders or regulations. The Company shall do all things necessary to obtain, maintain,
modify, supplement and renew, from time to time, as necessary, all public filings, permits,
licenses, franchises, and other governmental approvals necessary for its activities relating to the
Project, the lack of which would have a material adverse effect upon the Company's ability to
meet its obligations under this Agreement. The Company further agrees (i) that it shall not: (A)
use the Project for any illegal purpose, nor for any purpose inimical to the health, safety and
welfare of the public, (B) fail to reasonably maintain the Facility Site (reasonable wear and tear
excepted), or (c) violate any condition or provision of any permit issued by the U.S. Army Corps
of Engineers ("USACE") pursuant to Section404 of the Clean Water Act (33 U.S.C. 1344) or
Section 10 of the Rivers and Harbors Act of 1899 (33 U.S.C. 401) and (ii) to comply with all of
its obligations related to zoning and environmental protections as set forth in Section 2.5(b) of
the EDA.

The Company may, at its own expense and in its own name and on behalf of or in the
name of the Issuer and in good faith, contest any allegation that it has not complied with the laws
described in this Section 6.5 and, in the event of any such contest, the provisions of this Section
6.5 shall not apply to any such alleged violations of law during the period of such contest and
any appeal therefrom. The Issuer shall, at the expense of the Company (except with respect to
expenses the Company is not responsible for as specifically set forth in the EDA), cooperate
fully with the Company in any such contest.

The Issuer and the Holder shall each be entitled to enforce the provisions of this Section,
and the Issuer's right to enforce this Section shall be one of the Reserved Rights.

Section 6.6. Right of Inspection. The Issuer, the Holder and their respective duly
authorized representatives and agents, shall have the right, upon at least forty-eight (48) hours
prior notice to the Company, to enter the Project at all reasonable times during the Term, if
accompanied by a Company representative, for the purpose of (i) examining and inspecting the

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Project and (ii) performing such work relating to the Project as has been made necessary by
reason of an Event of Default, (iii) confirming compliance by the Company with its obligations
under the EDA, including verification of employment and investment data, and (iv) any other
purpose reasonably related to the compliance of the Company with its obligations hereunder or
under the Bond Documents. Any such representatives and agents shall comply with the
Company's safety and other facility access policies and procedures. In the case of the Issuer, the
authorized representatives and agents permitted to conduct inspections under this Section shall
consist of the Chairman or other currently appointed officer of the Issuer, legal counsel to the
Issuer, and any other Person or individual reasonably approved by the Company; provided that
each such representative and agent and other Person shall sign a confidentiality agreement in
favor of the Company at the request of the Company in form and substance reasonably
satisfactory to the Company.

Section 6.7. Repair and Maintenance. The Company agrees, at its own expense, to
keep the Project in a safe condition and to repair and maintain the Project in accordance with
standard practice in its industry, normal wear and tear excepted. The Issuer shall not be under
any obligation to renew, repair or maintain any portion of the Project or to remove and replace
any inadequate, obsolete, worn out, unsuitable, undesirable or unnecessary portion thereof.

ARTICLE VII

DAMAGE AND DESTRUCTION; CONDEMNATION

Section 7,1. Damage and Destruction. If the Project is destroyed or is damaged by fire
or other casualty, in whole or in excess of 50% of the full replacement cost thereof, the Company
shall notify the Issuer in writing as to the nature and extent of such damage or loss and whether it
is practicable and desirable to rebuild, repair or restore such damage or loss.

If the Company elects, the Company shall apply so much of its own funds as may be
necessary, and so much as may be necessary of the Net Proceeds of insurance, to the payment of
the costs of such rebuilding, repairing and restoring. The rebuilt, repaired or restored assets
constituting Buildings shall constitute part of the Project owned by the State leased to the Issuer
under the State Lease, and shall be subject to this Agreement. The rebuilt, repaired or restored
assets constituting Equipment shall constitute part of the Project owned by the Issuer, and shall
be subject to this Agreement. Any balance of such Net Proceeds remaining after payment of all
the costs of such rebuilding, repairing and restoring shall be and remain the Company's own
funds.

The Company may elect to cause all of the Net Proceeds of insurance received by reason
of any damage or destruction of the Project (or as much thereof as may be required to redeem the
Bonds in whole) to be deposited into the Bond Fund and applied to the redemption of the Bonds,
and if the Bonds are redeemed in whole, any excess Net Proceeds shall be retained by the
Company.

The Company shall not, by reason of its inability to use all or any part of the Project
during any period in which the Project is damaged or destroyed, or is being repaired, rebuilt or
restored, nor by reason of the payment of the costs of such rebuilding, repairing or restoring, be

2l
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entitled to any reimbursement from the Issuer, or the Holder or owner of the Bonds or any
abatement or diminution of the rents or other amounts payable under Section 5.3 hereof.

Section 7.2. Condemnation. In the event that title to, or the temporary use of, all or any
significant part of the Project shall be taken under the exercise of the power of eminent domain
by any Governmental Authority, or Person, firm or corporation acting under Governmental
Authority, the Company shall be obligated to continue to make all of the payments specified in
Section 5.3 hereof. Unless substitute improvements are to be acquired in accordance with the
terms hereof, any Net Proceeds received from any award or awards in respect of the Project or
any part thereof made in such condemnation or eminent domain proceedings (or as much thereof
as may be required to redeem the Bonds in whole) shall be paid to the Issuer, but only to the
extent the property taken by condemnation or eminent domain is a portion of the Land which has
not been materially improved by the Company, and remaining Net Proceeds shall be applied to
the redemption of the Bonds, or if the Bonds are redeemed in whole, any excess Net Proceeds
shall be retained by the Company. In the event that title to any additional property for the Project
is acquired by the State through purchase, condemnation or eminent domain, title to such
property will remain in the State and will be leased to the Issuer and rented to the Company
under this Agreement.

Following the entry of a final order in any eminentdomain proceedings granting

condemnation of the Project, the Company shall notify the Issuer in writing as to the nature and
extent of such condemnation and whether it is practicable and desirable to acquire or construct
substitute improvements. If the Company shall determine that such substitution is practicable and
desirable, then with the approval of the Issuer, which shall not be unreasonably withheld,
delayed or conditioned, the Company may proceed with and complete the acquisition or
construction of such substitute improvements and the Company may apply its funds, including so
much as may be necessary of the Net Proceeds received by the Company pursuant to this
Section, to the payment of the costs of the acquisition or construction of such substitute
improvements. If such Net Proceeds are not sufficient to pay in full the costs of such acquisition
and construction, the Company shall pay the portion of the costs thereof in excess of the amount
of such Net Proceeds. The substitute improvements shall constitute part of the Project owned by
the Issuer and subject to this Agreement.Any balance remaining after payment of all of the costs
of such acquisition and construction shall be the Company's own funds.

The Company shall not, by reason of its inability to use all or any part of the Project
during any such period of restoration or acquisition, or by reason of the payment of such costs,
be entitled to any reimbursement from the Issuer, or the Holder or owner of the Bonds or any
abatement or diminution of the amounts payable under Section 5.3 hereof.

ARTICLE VIII
SPECIAL COVENANTS

Section 8.1. Comnanv to Maintain its Existence: Conditions Under Which F,xcenfions
Permitted.

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 (a) Subjectto the pr'ovisions of paragraph (b) below, the Company will do or
cause to be done all things necessary to preserve and keep in full force and effect its
existence as a legal entity.

(b) The Company covenants that, unless the consent is obtained of the Issuer
and the Holder of the Bonds, it will not merge or consolidate with any other entity, unless
(i) either the Company shall be the continuing entity, or the successor or surviving entity
which acquires all or substantially all the assets of the Company shall assume in writing
all obligations of the Company hereunder, and (ii) no Event of Default or event that with
the giving of notice, the lapse of time, or both, would constitute an Event of Default shall
have occurred and be continuing immediately before or immediately after such merger,
consolidation, sale, lease or conveyance.

Section 8.2. Release and Indemnification of the Issuer.

(a) Except as specifically set forlh in the EDA, the Company shall, and agrees
to, indemnify and save the Issuer and its officials, directors, officers, members, counsel,
agents and employees, as well as the State of Georgia, its departments, agencies and
instrumentalities and all of their respective officers, members, employees and directors
(collectively, the "Indemnified Persons") harmless against and from all claims by or on
behalf of any Person arising from the conduct or management of or from any work or
thing done at the Project and against and from all claims arising from or relating to (i)
any condition of the installation of or the operation of the Project, (ii) any act or
negligence of the Company or of any of its agents, contractors, servants, employees or
licensees, (iii) any act or negligence of any assignee or subtenant of the Company or of
any agents, contractors, servants, employees or licensees of any assignee or subtenant of
the Company, (iv) any violation or alleged violation of any federal or state law or local
law, rule or regulation, or (v) any legal proceeding relating to the non-taxability or
taxability of this Agreement or the Project or the interest of the Issuer in the Project.
However, with respect to matters referred to in the preceding clauses (i), (ii), (iii) or (iv),
this indemnity shall not apply, as to any Indernnified Person, to any acts of gross
negligence or willful misconduct or intentional misconduct of any Indemnified Person.
The Company shall indemnify and save the Issuer (and the other Persons and entities
referred to above, as appropriate) harmless fiom and against all costs and expenses
incurred in or in connection with any such claim or in connection with any action or
proceeding brought thereon, including attorneys' fees; and, upon notice from the Issuer,
the Company shall defend it (and the other Persons and entities referred to above, as
appropriate) in any such action or proceeding. The indernnities set forth above
specifically extend to, but are in no way limited to, governmental or other claims relating
to any actual or alleged violation of any Environmental Laws, regardless of whether or
not any such violation relates to any period priol to the acquisition of the Project by the
Issuer or its acquisition theretofore by the Company.

(b) Notwithstanding the fact that it is the intention of the parties that the
Indemnified Persons referred to in (a), above, shall not incur pecuniary liability by reason
of the terms of this Agreement or the other documents relating to the Bonds, or the
undertakings required of the Issuer hereunder or by reason of (i) the issuance of the

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Bonds, (ii) the execution of this Agreement or the adoption of the Bond Resolution, (iii)
the performance of any act required by this Agreement ol other documents relating to the
Bonds, (iv) the performance of any act requested by the Company, or (v) any other costs,
fees or expenses incurred by the Issuer with respect to the Project or the financing
thereof, including all claims, liabilities or losses arising in connection with the violation
of any statutes or regulations pertaining to the foregoing; nevertheless, if any such
Indemnified Person should incur any such pecuniary liability, then, except as specifically
set forth in the EDA, in such event the Company shall indemnify and hold harmless such
Indemnified Person against all claims by or on behalf of any Person arising out of the
same and all costs and expenses incurred in connection with any such claim or in
connection with any action or proceeding brought thereon, including reasonable
attorneys' fees, and, upon written notice from the Issuer, the Company shall defend the
Issuer in any such action or proceeding; provided that if a court of competent jurisdiction
determines that any of the provisions of this Section violate O.C.G.A. $ 13-8-2 and are
applicable to this Agreement, the indemnity contained in this Section shall not extend to
any indemnification which is prohibited by O.C.G.A. $ 13-8-2.

(c) The Indemnified Party shall give written notice of any claim of which it
has actual notice and for which the Company shall be held responsible under this Section,
and shall afford the Company any opportunity the Indemnified Person has to contest the
same; provided that any settlement prepared by the Company must be approved by the
Indemnified Person which consent shall not unreasonably be withheld, conditioned or
delayed. The indemnities set forth above shall not apply, as to any Indemnified Person,
for any claim or liability for which the Company was not given any opportunity to
contest or for any settlement of any such action effected without the Company's written
consent.

(d) The indemnity of the Indemnified Persons contained in this Section shall
survive the termination of this Agreement. The State of Georgia shall be a third-party
beneficiary of this Section 8.2.

(e) The Issuer shall be entitled to enforce its right to indemnification under
this Section, and the Issuer's right to indemnification hereunder shall be one of the
Reserved Rights not transferred to the bondholder. The State of Georgia shall also be
entitled to enforce its rights under this Section 8.2 as a third-party beneficiary hereof.

(0 If the Company is required to make a payment to the State or the

Issuer under this Section 8.2, then at the written request of the State or the Issuer, as
applicable, such payment shall be made to a payee requested by the State or the Issuer, as
applicable, including, without limitation, the State Tort Claims Trust Fund, the State
Authority Liability Trust Fund, the State Employee Broad Form Liability Fund, the State
Insurance and Hazard Reserve Fund, and other self-insured funds established and
maintained by the State of Georgia Department of Administrative Services Risk
Management Division, instead of paying the State or the Issuer directly.

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 Section 8.3. Company's Performance Under the Bond Resolulrq!. The Company
agrees, for the benefit of the Holder from time to time of the Bonds, to do and perform all acts
and things contemplated in the Bond Resolution to be done or performed by it.

Section 8.4. Further Assurances and Corrective Instruments. The Issuer and the
Company agree that they will, from time to time, execute, acknowledge and deliver, or cause to
be executed, acknowledged and delivered, such supplements hereto and such further instruments
as may reasonably be required for correcting any inadequate or incorrect description of the
Pro.ject and for carrying out the intention of or facilitating the performance of this Agreement. So
long as the Company is not in default beyond any applicable notice and cure period hereunder or
under the EDA, the Issuer agrees that it will not consent to any transfer, hypothecation, mortgage, or
other encurnbrance by the State pursuant to Section 12 of the State Lease, without tlie prior written
consent of the Company.

Section 8.5. Indemniqr Against Expenses. Except for such expenses the Issuer is
expressly responsible for in the EDA, the Company agrees to pay any reasonable expenses of the
Issuer not specifically mentioned herein, and to indemnify the Issuer against the same, which are
actually incurred by the Issuer in connection with the Bond Documents or in the administration
or modification or enforcement thereof, including without limitation the reasonable fees and
expenses of legal counsel.

Section 8.6. Partial Release of Land. Section 3.6(i) of the EDA grants to the Company
the right to purchase portions, but not all, of the Land on which Buildings are not located, on the
terms set forth therein.

Section 8.7. Addition of Land. The Issuer agrees that it will amend this Agreement at
the written request of the Company to include hereunder additional parcels of land, in
accordance witli the terms and conditions set forth in Section 3.6(j) of the EDA.

ARTICLE IX

ASSIGNMENT, SUBLETTING, PLEDGING AND SBLLING; RBDEMPTION

Section 9.1. Assisnment of Agreement by the Company.

(a) The Company may not assign or convey any or all of its rights, interests,
duties andlor obligations in this Agreement without the prior written consent of the
Issuer, except to an Affiliate, in which case the Company may assign or convey any of all
of its rights, interests, duties, and/or obligations in this Agreement without the consent of
the Issuer.

(b) Any assignment authorizedby this Section 9.1 shall be subject to each of
the following conditions:

(1) Any permitted assignee shall agree to fully and unconditionally assume all
obligations of the Company under this Agreement, including, without
limitation, all indemnity provisions contained in this Agreement; and

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SGR/361(r0980.9
 (2) Any purported assignment in violation of this Section 9.1 shall be void as
the interest of the Company, being a usufruct and bailment for hire, is not
assignable except as herein provided. In the case of an assignment that is
permitted hereby or that is consented to as herein described, the assignee
may not further assign this Agreement except in accordance with this
Section 9.1.

(c) Notwithstanding any event permitted by this Section 9.1, the Project must
continue for the Term of this Agreement to be operated as vehicle manufacturing and
research, development, testing, sales and/or service facilities, including potential battery
manufacturing facilities, and related facilities, and as a "project" within the meaning of
the Act.

(d) The Bonds may be assigned to any permitted assignee of this Agreement.

Section 9.2. Subletting. The Project may not be sublet or subjected to a similar
arrangement, as a whole or in part, except to an Affiliate, without the prior written consent of the
Issuer. In the case of proposed subleases to suppliers of the Company, the consent of the Issuer
will not be unreasonably withheld. Notwithstanding any such anangement to which the Issuer
consents, the Project must continue for the Term of this Agreement to be operated as vehicle
manufacturing and research, development, testing, sales and/or service facilities, including
potential battery manufacturing facilities, and related facilities, and as a "project" within the
meaning of the Act. Proceeds of the Bonds may not be used to pay costs of acquiring,
constructing or equipping property of any permitted sublessee, or to pay costs of acquiring,
constructing or equipping property of the Company for the purpose of subleasing to a permitted
sublessee.

Section 9.3. Assisnments of this Agreement or Sale of Proiect bv the Issuer:

Consolidation or Merser of Issuer. It is understood and agreed that payments of Basic Rent
required under Section 5.3(a) hereof by the Company are pledged and assigned by the Issuer
pursuant to the Bond Resolution as security for payment of the principal of and interest on the
Bonds. The Company assents to such assignment and hereby agrees that its obligation to make
such payments shall be absolute and shall not be subject to any defense or any right of set-off,
counterclaim or recoupment arising out of any breach by the Issuer of any obligation to the
Company, whether hereunder or otherwise, or out of any indebtedness or liability at any time
owing to the Company by the Issuer.

Except for the assignment of the Security pursuant to the Bond Resolution, the Issuer
agrees that it will not attempt to further assign, transfer or convey its interest in this Agreement
or create any pledge or lien of any form or nature with respect to the payments under this
Agreement. The Issuer agrees further that, except as expressly provided elsewhere in this
Agreement or the Bond Resolution or except with the prior written consent of the Company, it
shall not (a) sell, assign, pledge, mortgage, encumber, transfer or convey the Ploject during the
Term, or' (b) create or suffer to be created any debt, lien or charge on the rents, revenues or
receipts arising out of or in connection with its ownership thereof. Nothing contained in this
Section shall prevent the consolidation of the Issuer into any public body whose properly and
income are not subject to taxation and which has authority to exercise the powers granted herein

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sGR/36160980.9
and in the Act; plovided, that upon any such consolidation, merger or transfer, the due and
punctual payment of the principal of and interest on each of the Bonds according to its tenor, and
the due and punctual performance and observance of all the agreements and conditions of this
Agreement to be kept and performed by the Issuer, shall be expressly assumed in writing by the
public body resulting from such consolidation or surviving such merger.

Section 9.4. Redemotion of Bonds Reouest of Comnanv . If the Company has the
right under this Agreement to cause the redemption of the Bonds, the Issuer, at the request and
sole expense of the Company, shall forthwith take all steps that may be necessary under the
applicable redemption provisions of the Bond Resolution to effect such redemption on the date
set for the redemption by the Company, provided that all funds necessary for redemption shall be
provided by the Company. So long as the Issuer is not obligated to call the Bonds pursuant to the
terms of the Bond Resolution, the Issuer shall not otherwise redeem the Bonds prior to its
maturity.

ARTICLE X

EVENTS OF DEFAULT AND REMEDIES

Section 10,1. Events of Default Defined. The following shall be "Events of Default"
under this Agreement, and the term "Event of Default" shall mean, whenever it is used in this
Agreement, any one or more of the following events:

(a) Failure by the Company to make all payments of Basic Rent, Additional
Rent and Supplemental Rent as required pursuant to Section 5.3 herein and the continued
failure to make such payments for a period of thirty (30) days after receipt of written
notice from Issuer specifying such failure and requesting that it be remedied; provided
however that if the Company is then Holder of the Bonds, Basic Rent shall be deemed to
have also been paid, as provided by Sections 5.3 and 5.4 hereof;

(b) Failure by the Company to make PILOT Payments as the same become
due and payable and the continued failure to make such payments for a period of five (5)
business days after receipt of written notice from the Issuer;

(c) The occurrence of an Event of Default under the Bond Resolution; or

(d) Failure by the Company to observe and perform any covenant, condition
or agreement on its part to be observed or performed in this Agreement, other than as
referred to in (a) above, for a period of thirty (30) days after written notice, specifying
such failure and requesting tliat it be remedied, is given to the Company by the Issuer,
unless the Issuer shall agree in writing to an extension of such time prior to its expiration;
provided, however, if the failure stated in the notice is such that it cannot reasonably be
corrected within the applicable period, it shall not constitute an Event of Default if
corrective action is instituted within the applicable period and diligently pursued until the
default is corrected.

The Issuer shall promptly notify the Cornpany and the Holder in writing of any Event of Default
hereunder of which the Issuer has actual knowledge.

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Section 10.2. Remedies on Default.

(a) Whenever any Event of Default under Section 10.1 hereof shall have
happened and is continuing beyond any applicable notice and cure period, the following
remedies shall be available:

(i) The Issuer may, at its option, declare all payments of Basic Rent under
Section 5.3 hereof for the remainder of the stated Term of this Agreement
to be immediately due and payable, whereupon the same shall become
immediately due and payable. If the Issuer elects to exercise the remedy
afforded in this Section 10.2(a)(i) and accelerates all Basic Rent payable
under Section 5.3 hereof for the remainder of the Term of this Agreement,
the amount then due and payable by the Company as accelerated rents
shall be the sum of (1) the aggregate outstanding principal amount of the
Bonds (if the Company is then the owner of the Bonds, the Company may
mark the Bonds "cancelled" and surrender the Bonds to the Issuer and the
Bonds will be deemed paid in full), and (2) all interest on the Bonds then
due and to become due until payment of the Bonds in full. Such sums as
may then become payable shall be paid into the Bond Fund and after the
principal of the Bonds and accrued interest thereon have been fully paid
and any costs occasioned by such default have been satisfied, any excess
moneys in the Bond Fund shall be returned to the Company as an
overpayment of Basic Rent;

(ii) the Issuer may terminate this Agreement and the rights of possession,
occupancy and use of the Project created hereunder and exclude the
Company from use of the Project; and

(iii) the Issuer may take whatever action at law or in equity may appear
necessary or desirable to collect the rents then due and thereafter to
become due, or to enforce performance and observance of any obligation,
agreement or covenant of the Company under this Agreement.

(b) Any amounts collected pursuant to action taken under this Section (except
for payments of PILOT Payments, Additional Rent, Supplemental Rent or any other
payments in respect of Reserved Rights, which shall be retained by the Issuer) shall be
paid into the Bond Fund and applied in accordance with the provisions of the Bond
Resolution or, if the Bonds have been fully paid (or provision for payment thereof has
been made in accordance with the provisions of the Bond Resolution) and any and all
fees and expenses due have been paid, to the Issuer, or if the Company has no remaining
liability to the Issuer, shall be repaid to the Company.

(c) The exercise by the Issuer of remedies hereunder shall be as authorized

pursuant to the terms of the Bond Resolution, including without limitation the Reserved
Rights.

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 Section 10.3. No Remed)' Exclusive. No remedy herein conferred upon or reserved to
the Issuer is intended to be exclusive of any other available lemedy or remedies, but each and
every such remedy shall be cumulative and shall be in addition to every other remedy given
under this Agreement or now or hereafter existing at law or in equity, by statute or by viltue of
any othel agreement or instrument. No delay or omission to exercise any light or power accruing
upon any default shall impair any such right or power or shall be construed to be a waiver
thereof, but any such right and power may be exercised from time to time and as often as may be
deemed expedient. In order to entitle the Issuer to exercise any lemedy reserved to it in this
Article, it shall not be necessary to give any notice, other than such notice as may be herein
expressly required. The Holder of the Bonds, subject to the provisions of the Bond Resolution,
shall be entitled to the benefit of all covenants and agreements herein contained.

Section 10.4. Agreement to Pay Attorneys' Fees and Expenses. In the event the
Company should default under any of the provisions of this Agreement and the Issuer should
employ attorneys or incur other expenses for the collection of amounts payable under Section 5.3
hereof or the enforcement of performance or observance of any obligation or agreement on the
part of the Company herein contained, the Company agrees that it will on demand therefor pay to
the Issuer the reasonable fee or fees ofsuch attorneys actually incurred and such other reasonable
expenses so incurred by the Issuer.

Section 10.5. No Additional Waiver Implied by One Waiver. In the event any agreement
contained in this Agreement should be breached by either party and thereafter waived by the
other party, such waiver shall be limited to the particular breach so waived and shall not be
deemed to waive any other breach hereunder.

Section 10.6. Waiver of Appraisernent or Valuation. If the Company should default

under any of the provisions of this Agreement, the Company hereby waives, to the extent it may
lawfully do so, the benefit of all appraisement, valuation, stay, extension or redemption laws now
or hereafter in force, and all right to appraisement and redemption to which it may be or become
entitled.

Section 10.7. Third Parq, Beneficiar)r. The State is an express third-party beneficiary of
this Agreement hereunder and shall have all rights to enforce directly the terms of this
Agreement, including a declaration of default, against the Company.

ARTICLE XI

MISCELLANEOUS

Section 11.1. Immunity of Directors, Mernbers, Officers and Employees of Issuer. No

recourse shall be had for the enforcement of any obligation, covenant, promise or agreement of
the Issuer contained in this Agreement or for any claim based hereon or otherwise in respect
hereof, or upon any obligation, covenant, promise or agreement of the Issuer contained in the
Bond Documents, against any director, member, officer or' employee, as such, in his or her
individual capacity, past, present or future, of the Issuer or of any successor body, whether by
virtue of any constitutional provision, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, it being expressly agreed and understood that this Agreement

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and the Bond Documents are solely corporate obligations of the Issuer payable only from the
Security, and that no personal liability whatsoever shall attach to, or be incurred by, any director,
member, officer or employee, as such, past, present or future, of the Issuer or of any successor
body, either directly or through the Issuer or any successor body, under or by reason of any of
the obligations, covenants, promises or agreements entered into between the Issuer and the
Company whether contained in this Agreement or in the Bond Documents or to be implied
herefrom or therefrom as being supplemental hereto or thereto, and that all personal liability of
that character against every such director, member, officer and employee is, by the execution of
this Agreement and as a condition to, and as part of the consideration for, the execution of this
Agreement, expressly waived and released. The immunity of directors, membets, officers and
employees of the Issuer under the provisions contained in this Section shall survive the
completion of the Project and the termination of this Agreement.

Section 11.2. Immunitv of Directors. and Emnlovees of Comoanv. No recourse

shall be had for the enforcement of any obligation, covenant, promise or agreement of the
Company contained in this Agreement or for any claim based hereon or otherwise in respect
hereof, or upon any obligation, covenant, promise or agreement of the Company contained in the
Bond Documents, against any director, officer or employee, as such, in his or her individual
capacity, past, present or future, of the Company or of any successor body, whether by virtue of
any constitutional provision, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise, it being expressly agreed and understood that no personal liability
whatsoever shall attach to, or be incurred by, any director, officer or employee, as such, past,
present or future, of the Company or of any successor entity, either directly or through the
Company or any successor entity, under or by reason of any of the obligations, covenants,
promises or agreements entered into between the Issuer and the Company whether contained in
this Agreement or in the Bond Documents or to be implied herefrom or therefrom as being
supplemental hereto or thereto, and that all personal liability of that character against every such
director, officer and employee is, by the execution of this Agreement and as a condition to, and
as part of the consideration foL, the execution of this Agreement, expressly waived and released;
provided that the protections, immunities, waivers and releases contained herein shall not apply to
any claims, costs, or liabilities caused by the fraud, willful misconduct or gross negligence of such
director, officer, employee or agent of the Company. The immunity of directors, officers and
employees of the Company under the provisions contained in this Section shall survive the
completion of the Project and the termination of this Agreement.

Section 11.3. Captions. The captions or headings in this Agreement are for convenience
only and in no way define, limit or describe the scope or intent of any provisions of this
Agreement.

Section 11.4. Notices; Consents. All notices, certificates or other communications

hereunder shall be sufficiently given and shall be deemed given when (i) received by U.S. mail;
(ii) personally delivered to the intended recipient (or an officer of the intended recipient); (iii)
sent by certified first-class mail, return receipt requested, postage prepaid; or (iv) sent by
recognized overnight courier service, addressed as provided in the Bond Resolution. Notices
may be given by email where expressly provided in this Agreement. A notice mailed as
provided in this Section shall be deemed received upon actual receipt. The Issuer and the
Company may, by notice given hereunder, designate any further or different addresses to which

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subsequent notices, certificates or other communications shall be sent. The Issuer will respond in
writing to any request by the Company for a consent required under the terms of this Agreement
within thirty (30) days,

Section 11.5. Estoppel Certificates. Upon ten (10) business days' written request of the
Company, the Issuer will, at the expense of the Company, provide a statement to any assignee or
lender of the Company concerning, to the best of its knowledge, (i) the outstanding amount of
the Bonds; (ii) whether a default exists under this Agreement or the other Bond Documents, and
if so specifying the nature of such default; (iii) whether this Agreement or the Bond Documents
have been amended, and if so, specifying the amendments; and (iv) any other matter concerning
this Agreement or the Bond Documents reasonably requested by the Company. In addition, at the
written request of Company, the Issuer will request estoppel certificates which the Issuer is
entitled to receive pursuant to Section 14 of the State Lease.

Section I1.6. Bindine Effect. This Agreement shall inure to the benefit of and shall be
binding upon the Issuer, the Company and their respective successors and assigns in accordance
with the terms hereof.

Section 11.7. Severability and Governing Law. It is the intention of the parties hereto in
the event any provision of this Agreement shall be held invalid or unenforceable by any court of
competent jurisdiction, such holding shall not invalidate or render unenforceable any other
provision hereof, and that this Agreement shall be governed exclusively by the applicable laws
of the State of Georgia.

Section 1I.8. Amounts Remaining in Funds. It is agreed by the parties hereto that
certain amounts remaining in the Bond Fund and the Project Fund upon expiration or earlier
termination of this Agreement, after payment in full of the Bonds (or provision for payment
thereof having been made in accordance with the provisions of the Bond Resolution), and all
other amounts owing hereunder or under the Bond Resolution, shall be paid to the Company.

Section 11.9. Amendments. Changes and Modifications. Except as otherwise provided

in this Agreement or in the Bond Resolution, subsequent to the issuance of the Bonds and prior
to its payrnent in full (or provision for the payment thereof having been made in accordance with
the provisions of the Bond Resolution), this Agreement may not be effectively amended,
changed, modified, altered or terminated without the written consent of the Company and the
Issuer, and such other parties as provided for in Article VIII of the Bond Resolution.

Section 11.10. Execution in Counterparts. This Agreement may be executed in several

counterparts, each of which shall be an original and all of which shall constitute but one and the
same instlument.

Section 11.11. Net Rents. The rents under this Agreement shall be deemed to be "net net
net," and the Company shall pay absolutely net during the Term the rents and othel amounts to
be paid hereunder, without abatement, deduction or set-off other than those herein expressly
provided.

Section ll,l2. Time of the Essence. Time is of the essence hereof.

31
SGR/3 6160980.9
 Section ll.I3. The Riehts of Issuer. An y provision heleof to the contrary
notwithstanding, if the Company requests and provides for the approval and/or execution by the
Issuer of any document or instrument, such as a security instrument in favor of any lender,
estoppel certificate, subordination agreement, non-disturbance and attornment agreement,
assignment, transfer agreement, or any similar or dissimilar document or instrument, in addition
to all other rights of the Issuer, the form and substance of the same shall be subject to the
approval of the Chairman of the Issuer, such approval not to be unreasonably withheld,
conditioned, or delayed, and, at the expense of the Company, the preparation of or review of
same by counsel to the Issuer. Any provision hereof to the contrary notwithstanding, in no event
may any such document or instrument pledge, assign, waive, telease, subordinate or otherwise
affect the Issuer's Reserved Rights or its rights under the EDA. Notwithstanding any provision
of this Agreement to the contrary, the Issuer's Reserved Rights under this Agreement and its
rights under the EDA and the other Bond Documents and its claims thereunder are not subject to
any assignment, subordination, release or waiver in favor of any lender or any other Person or
entity. Rather, the Issuer is, without limitation, free to assert against the Company and its
successors any claim it has under the Reserved Rights or such other rights, and to reahze on any
such claim and to exercise any remedy thereunder against the Company and its successors and
the assets and property of the Company and its successors, including, without limitation, the
Project, and, without limitation, may cause liens or encumbrances to be placed on the assets and
property of the Company and its successors, including, without limitation the Project, in
connection therewith.

Section ll.l4, Liabili of Is No

NOTWITHSTANDING ANYTHING TO THE CONTRARY, AND EXCEPT AS EXPRESSLY
SET FORTH IN THE EDA, ANY LIABILITY FOR THE PAYMENT OF MONEY AND ANY
OTHER LIABILITY OR OBLIGATION WHICH ISSUER MAY INCUR TINDER OR
PURSUANT TO THIS AGREEMENT, THE BOND RESOLUTION OR OTHER BOND
DOCUMENTS SHALL NOT CONSTITUTE ITS GENERAL OR PECI.INIARY
OBLIGATION BUT SHALL CONSTITUTE A SPECIAL OR LIMITED OBLIGATION OF
THE ISSTJER REPRESENTING A CLAIM ONLY AGAINST THE REVENUES DERIVED
HEREI.INDER AND UNDER THE BOND RESOLUTION OR OTHER BOND DOCUMENTS.

fExecution on Following Page]

32
sGR/361 60980.9
 IN WITNESS WHBREOF, the Issuer and the Company have caused this Rental
Agreement to be executed in their respective names and their respective seals to be hereunto
affixed and attested by their duly authorized officers, all as of the date first above written.

JOINT DEVELOPMENT AUTHORITY OF

Signed, sealed and delivered JASPER COUNTY, MORGAN COUNTY,
in the presence of NEWTON COUNTY AND WALTON
COUNTY

Unofficial Witness
By: (SEAL )
Chair
Notary Public

Commission Expiration Date

Attest
INOTARY SEAL] Secretary

sGR/36160980.9
 RIVIAN HORIZON,LLC
Signed, sealed and delivered
in the presence of

By rSEAL )
Ilnofficial Witness Title

Notary Public

Commission Expiration Date

NOTARY SEAL]

sGR/36 r 60980.9
 EXHIBIT A

DESCRIPTION OF THE LAND

The Land will generally be the Facility Site described in the EDA. The final legal
description of the Land will be inserted here prior to issuance of the Bonds and execution of this
Agreement.

SGIr/36I 60980.9
 EXHIBIT B

DESCRIPTION OF THE PROJECT

COMPANY Rivian Horizon, LLC

DESCRIPTION Vehicle manufacturing and research, development, testing, sales and/or

service facilities, including potential battery manufacturing facilities, and
related facilities of the Company on the Land described on Exhibit A
hereto in Walton County and Morgan County, Georgia in order to promote
economic development and job creation and to facilitate a property tax
incentive for the Company. The Project is to include land, buildings and
furniture, fixtures, machinery, equipment and related property, to be more
fully described in Requisitions submitted by the Company from time to
time and shown on one or more bills of sale from the Company to the
Issuer.

TENTATIVE NON-BINDING PROJECT BUDGET

Land: $
Buildings: $
Equipment: $
Total: $

sGR/361 60980.9
 EXHIBIT C

FORM OF REQUISITION AND ADVANCE REQUEST

REQUISITION AND ADVANCE REQUEST

JOINT DEVELOPMENT AUTHORITY OF JASPER COLTNTY,

MORGAN COUNTY, NEWTON COLTNTY AND WALTON COUNTY TAXABLE
REVENUE BONDS (RIVIAN HORIZON,LLC PROJECT) SERIES 2022

Joint Development Authority of Jasper County, Requisition No.

Morgan County, Newton County and Walton County,
as Issuer Applicable Bond:
300 E Church Street Series 2022
Monroe, GA 30655
Telephone: 770-235-1083
Attention: Chairman c/o Andrea Gray

Rivian Horizon, LLC, as Holder of the Bond

This is a requisition in the amount of $_ for payment to the person and

address or account shown below, pursuant to Section 4.4 of that certain Rental Agreement (the
"Agreement") dated as of December 1 ,2022 between the undersigned Rivian Horizon, LLC (the
"Company") and the Joint Development Authority of Jasper County, Morgan County, Newton
County and Walton County (the "Issuer") relating to the proceeds (whether derived directly or
indirectly from the issuance of the Bond, as defined herein) from the sale of the Issuel's bond
described above (the "Bond"). Capitalized terms used herein shall have the meanings ascribed to
such terms in the Agreement.

In connection with this Requisition, the Company does hereby certify as follows

1. Obligations in the stated amount have been paid or incurred in connection with
the issuance of the Bond or the direct or indirect acquisition and construction, in whole or in part,
of the Project, and attached are copies of invoices or other summary description of the property
directly or indirectly acquired, in whole or in paft, and its cost.

2. Such obligations are Costs of the Project, are proper charges against the Project
Fund and have not been the basis of any previous disbursement from the Project Fund.

3. The maximum principal amount of the Bond is $ and,

including amounts requisitioned in this Requisition, $_ has been requisitioned
pursuant to the Agreement. $_ remains for requisition under the Agreement.

S(iR/3(r 160980.9
 This document constitutes a request for an "Advance" as described in that certain Bond
Purclrase Agreement, dated as of December l, 2022, by and between the Company and the
Issuer, Accordingly, the Company hereby requests, pursuant to the Bond Purchase Agreement
(check one of the following):

the following amounts be disbursed in cash pursuant to the Bond Purchase Agreement, in
accordance with the following payment instructions to the following parties :

Name of Payee Nature of Cost of Proiect Amount

Payment lnstructions:

or that:

the Company has incurred Costs of the Project in the amount set forth above, and directs
that said amount be treated as an Advance by the Purchaser to the Project Fund for the
Bond, a purchase by the Issuer from the Purchaser of such property at such cost, and a
reimbursement to the Company for such costs.

Title to all improvements to the Land for the Project, including all real property described
on any summary or other documents attached to this Requisition, was transferred to the State as
of the date such real property was acquired, as provided in the Rental Agreement.

Title to all personal property constituting a portion of the Project, including all personal
property described on the summary or other documents attached to this Requisition, was
transferred to the Issuer as of the date such property was located on the Land, as provided in that
certain Bill of Sale and Assignment dated December _, 2022 (the "Bill of Sale") by the
Company in favor of the Issuer. Furthermore, to the extent that the property described on the
summary or other documents attached to this Requisition constitutes personal property, this
Requisition shall constitute a Bill of Sale, and the Company does hereby bargain, sell, quitclaim,
assign, transfer and convey, without warranty of any kind, to Issuer all of its right, title and
interest in and to each and every item of such personal property for inclusion as part of the
Project rented to the Company pursuant to the Agreement.

This Requisition and Advance Request is submitted on this day of

RIVIAN HORIZON,LLC

By
Company Representative

c-2
SGR/3(r I (r0980.9
 EXHIBIT D

PILOT PAYMENTS SCHEDULE

The Company will make PILOT Payments directly to the Issuer, by electronic wire transfer to an
account designated to the Company in writing, in the form of Supplemental Rent paid to the
Issuer hereunder, in the amounts set forth in the applicable column below. Each PILOT Payment
is due on or before March 1't of the year shown herein. For example, the initial $1,500,000
payment under Option A will be paid to the JDA on fMarch 1,20231.

A B C D E F

Year PILOT PILOT PILOT PILOT PILOT PILOT

Pavments Pavments Payments Payments Pavments Payments

up to $58 of between $5B between $7B between $9B between $118 between $138
Bonds and $7B of and $98 of and $1 1B of and $138 of and $158 of
Bonds Bonds Bonds Bonds Bonds

2023 $ 1,500,000 $1,500,000 $ 1,500,000 $ 1,500,000 $ 1,500,000 $1,500,000

2024 $ 1,500,000 $1,500,000 $1,500,000 $ 1,500,000 $ 1,500,000 $ 1,500,000

202s $ 1,500,000 $ 1,500,000 $ 1,500,000 $ 1,500,000 $ 1,500,000 $ 1,500,000

2026 $ 1,500,000 $ 1,500,000 $ 1,500,000 $ 1,500,000 $ 1,500,000 $ 1,500,000

2027 $ 1,500,000 $ 1,500,000 $ 1,500,000 $ 1,500,000 $ 1,500,000 $ 1,500,000

2028 $ 1,500,000 $ 1,500,000 $ 1,500,000 $ 1,500,000 $ 1,500,000 $ 1,500,000

2029 $ 12,000,000 $ 15,000,000 $22,000,000 $28,000,000 $32,000,000 $39,000,000

2030 $ 12,000,000 $ 15,000,000 $22,000,000 $28,000,000 $32,000,000 $39,000,000

2031 $ 12,000,000 $ 15,000,000 $22,000,000 $28,000,000 $32,000,000 $39,000,000

2032 $ 12,000,000 $ 15,000,000 $22,000,000 $28,000,000 $32,000,000 $39,000,000

2033 $ 12,000,000 $ 15,000,000 $22,000,000 $28,000,000 $32,000,000 $39,000,000

2034 $ 15,000,000 $20,000,000 $26,000,000 $33,000,000 $38,000,000 $45,000,000

2035 $ 15,000,000 $20,000,000 $26,000,000 $33,000,000 $38,000,000 $45,000,000

2036 $ 15,000,000 $20,000,000 $26,000,000 $33,000,000 $38,000,000 $45,000,000

sGR/36160980.9
 A B C D E F

2037 $ 15,000,000 $20,000,000 $26,000,000 $33,000,000 $38,000,000 $45,000,000

2038 $ 15,000,000 $20,000,000 $26,000,000 $33,000,000 $38,000,000 $45,000,000

2039 $ 17,000,000 $25,000,000 $32,000,000 $38,000,000 $46,000,000 $52,000,000

2040 $ 17,000,000 $25,000,000 $32,000, 0 00 $38,000,000 $46,000,000 $52,000,000

2041 $ 17,000,000 $25,000,000 $32,000,000 $38,000,000 $46,000,000 $52,000,000

2042 $17,000,000 $25,000,000 $32,000 0 00 $38,000,000 $46,000,000 $52,000,000

2043 $ 17,000,000 $25,000,000 $32,000, 0 00 $38,000,000 $46,000,000 $52,000,000

2044 20,000,000 $30,000,000 $36,200,000 $43,250,000 $52,500,000 $58,250,000

204s 20,000,000 $30,000,000 $36,200,000 $43,250,000 $52,500,000 $58,250,000

2046 20,000,000 $30,000,000 $36,200,000 $43,250,000 $52,500,000 $58,250,000

2047 20,366,030 s32,912,442 $36,858,854 $43,255,266 $53,05 r,678 $58,348,090

The Company will initially make PILOT Payments as shown in Column A. If Additional Bonds
are issued as contemplated by Section 3.6(b) of the EDA and Section 2.01 of the Bond
Resolution, then (i) Column B will be applicable if the aggregate principal amount of all Bonds
issued is more than $5,000,000,000 but less than $7,000,000,000, (ii) Column C will be
applicable if the aggregate principal amount of all Bonds issued is equal to or more than
$7,000,000,000 but less than $9,000,000,000, (iii) column D will be applicable if the aggregate
principal amount of all Bonds issued is equal to or more than $9,000,000,000 but less than
$ I 1,000,000,000, (iv) column E will be applicable if the aggregate principal amount of all Bonds
issued is equal to or more than $11,000,000,000 but less than $13,000,000,000, and column F
will be applicable if the aggregate principal amount of all Bonds issued is equal to or more than
$13,000,000,000. In such event, the first year in which the Company will make PILOT Payments
in accordance with Column B, Column C, Column D, Column E, or Column F, as applicable,
will be the calendar year following the year in which the Additional Bonds making such column
applicable are issued. PILOT Payments are due and payable without regard to the amount of
capital investment in, employment at, or operational status, of the Project. PILOT Payments are
not subject to adjustment by reason of Force Majeure. The Company will be responsible for
making PILOT Payments pursuant to only one column at any particular time, and the PILOT
Payments in multiple columns will not be aggregated. Beginning in 2048, if the Issuer continues
to rent the Project to the Company hereunder, the Company will make PiLOT Payments in an
amount equal to 100% of the ad valorem taxes which would be owed by the Company in the
event that it, rather than the Issuer, were the fee owner of the Proiect.

D-2
SCiR/36 I 60980 9
EXHIBIT “D”

PAGE -29-
CLERK OF SUPERIOR COURT
MORGAN COUNTY, GEORGIA
2022-SU-CA-128
SEP 29, 2022 03:52 PM
EXHIBIT “E”

PAGE -30-
 WHEREAS, the Authority’s remaining land is situated such that future projects may be
partially located in Morgan County, Walton County and Newton County; and
WHEREAS, the Counties and Authority desire to establish a process for designating
development services responsibilities for current and future projects.
NOW THEREFORE, for and in consideration of the premises and undertakings as
hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Authority and Counties HEREBY AGREE as follows:
1.
The preamble and recitals above make up a part of the terms, conditions and provisions
of this Contract.
2.
This Contract shall become effective upon execution by all parties and shall continue in
effect for fifty (50) years.
3.
Definitions
a. Assisting County: Each County providing Development Assistance Services per the terms
of this Contract.
b. BioScience Training Facility: The BioScience Training Facility, owned by the State of
Georgia, is located on approximately 6-acres within Stanton Springs in Newton County
and was constructed in 2013. This project was permitted by Newton County.
c. Development Regulations: Development Regulations shall include the local ordinances
that apply to the process of development and construction of a project, including ordinances
governing: building, environmental controls, erosion and sedimentation, fire protection,
flood damage control, water resource management, and zoning. Development Regulations
shall also include any standard codes and state requirements incorporated by reference into
such local ordinances. Each County has its own Development Regulations.
d. Development Assistance Services: Development Assistance Services are those services
each County shall provide to a Permitting County in connection with the Permitting
County’s delivery of Development Services. Development Assistance Services shall
consist of:
i. In connection with any proposed development agreement in which some terms
exceed the authority of the Permitting County and require approval of other
jurisdictions, participating in the negotiation of, and (if the terms are acceptable)
entering into or consenting to such development agreements. By way of example
and not limitation, such terms would include the waiver of impact fees imposed by
an Assisting County, and commitments to “freeze” in place the requirements of
Development Regulations adopted by an Assisting County.

2
 ii. Enforcement of Development Regulations within the Assisting County’s
jurisdiction where the extra-jurisdictional enforcement powers of the Permitting
Jurisdiction are in question or when formal disciplinary action is recommended by
the Permitting County. The discretion to enforce in such instances shall rest solely
with the Assisting County having jurisdiction.
iii. Serving as the “local issuing authority” for purposes of enforcing soil erosion and
control ordinances, to the extent this role cannot be delegated to the Permitting
County or permission for such delegation is denied by the State of Georgia. Provide
a letter to the Georgia Soil and Water Conservation Commission (GSWCC)
authorizing the Permitting County to submit the project to the GSWCC.
iv. Resolution of all discretionary/legislative decisions associated with application of
the Development Regulations within the Assisting County’s jurisdiction. By way
of example and not limitation, such discretionary/legislative decisions would
include issuance of final land plats and decisions on developer requests for
variances to Development Regulations as they are applied to property within the
jurisdiction of the Assisting County.
v. Resolution of appeals of the regulatory decisions of the Permitting County’s staff
as they are applied to property within the jurisdiction of the Assisting County.
vi. Preparation and submission of applications for Developments of Regional Impact
(if the Assisting County has the largest share of land).
e. Development Services: Development Services shall include:
i. Issuance of permits required by the Development Regulations to develop a project,
including but not limited to: land disturbance, clearing, grading, utility installation,
and building permits.
ii. All levels of plan review and approval including but not limited to preliminary plat
approval.
iii. Site inspections associated with permitting and permit compliance.
iv. Enforcement of approved plan requirements and Development Regulation
requirements where enforcement jurisdiction exists. Coordination with Assisting
Counties for enforcement in all other situations.
v. Assessment and collection of permitting and other customary fees.
vi. Preparation and submission of applications for Developments of Regional Impact
(if the Permitting County has the largest share of land).
vii. Primary negotiation of one or more development agreements with companies
locating on the Property.
viii. Application and enforcement of Development Regulations.
f. Future Projects: Future Projects include any development or projects within Stanton
Springs or on other Authority-controlled property occurring after the date of this Contract
but specifically excluding expansions associated with the Takeda Project, Morning Hornet
Project, and BioScience Training Facility.
g. Morning Hornet Project: The Morning Hornet Project is in Stanton Springs and includes
the construction of a data center on the 416-acre parcel currently leased by Morning
Hornet, LLC in Newton County and any expansions thereof.

3
h. Permitting County: The County providing Development Services per the terms of this
Contract.
i. Property: The Property is all 1,635 acres currently located in the development park known
as Stanton Springs, any land added to Stanton Springs in the future, and any land otherwise
controlled by the Authority.
j. Shire Parkway: Shire Parkway is the four-lane divided road which runs from Hwy 278
through Stanton Springs. It was permitted by Walton County in part and Newton County
in part.
k. Stanton Springs: Stanton Springs is the name of the research development park that
encompasses approximately 1,635 acres in Morgan, Newton and Walton Counties.
l. Takeda Project: The Takeda Project is a pharmaceutical manufacturing facility in Stanton
Springs located on the approximately 161-acre parcel currently leased by Takeda (formerly
known as Baxter, Baxalta then Shire). This parcel includes land located in both Walton
and Newton Counties. It was permitted by Walton County.
4.
Takeda Project
Walton County shall be the Permitting County for the Takeda Project including all future
expansions of the same including expansions by Takeda which are located on the Takeda
property within Newton County.
5.
Morning Hornet Project, BioScience Training Facility, Shire Parkway
Newton County shall be the Permitting County for the Morning Hornet Project, BioScience
Training Facility, and Shire Parkway including all future expansions of these projects within
the Property.
6.
Future Projects on the Property
The Authority, in its sole discretion and without any further intergovernmental agreement
required, may request in writing that either Newton, Walton or Morgan County provide
Development Services on a project-by-project basis on the Property for Future Projects. The
County upon which the request is made shall, in its sole discretion, either accept or deny the
request in writing within ten (10) days of the Authority’s request and notify the other parties.
7.
Role of Permitting County and Assisting Counties

a. Where a Permitting County has assumed the role of providing Development Services
outside its jurisdiction, the other Counties shall be Assisting Counties to the extent the
project reaches into their respective jurisdictions. Assisting Counties shall not charge, and

4
 hereby waive the right to charge, their standard fees associated with the Development
Services provided by the Permitting County.

b. No earlier than when a project (or portion of a project) is issued a certificate of occupancy,
and with written consent of the owner of the project, the Permitting County may, with
notice to the Assisting Counties, cease to assume the role of Permitting County as to those
portions of project that are outside the Permitting County’s jurisdiction. In such event,
regulatory/permitting responsibility shall fully revert to the local jurisdiction where the
project (or portion) is situated; provided that any permits or certificates already issued by
the Permitting County for areas outside its jurisdiction shall continue in force and effect as
though they were issued by the local jurisdiction.

c. To the extent permitted by law, each County hereby waives against the Permitting County,
as well as its officers, employees and agents, (“Released Parties”), any claim for harm,
costs, or damages arising out of the performance or non-performance of Development
Services by the Permitting County.
8.
Economic Development Incentives
a. The Authority may request that the Permitting County reduce or waive permitting fees as
a part of an economic development incentive package for a new project or an existing
project expansion, or to assist the Authority with its own projects. Whether such a request
is granted is within the sole discretion of the Permitting County.

b. The Authority may also request that the Permitting County and the other Counties provide
other types of fee waivers (e.g. waiver of impact fees) as a part of an economic development
incentive package for a new project or an existing project expansion or to assist the
Authority with its own projects. Whether such a request is granted is within the sole
discretion of the applicable Counties.
9.
Expenses
Prior to initiating Development Services for a Future Project or expansion of an existing
project, a Permitting County may request the Authority assist with payment of its actual out-
of-pocket expenses associated with providing Development Services not otherwise paid by the
company funding the Future Project or expansion. The Authority, in its sole discretion, may
provide financial assistance.

5
 10.
Authority to Apply Development Regulations
a. To the extent permitted by law, in all cases where a Permitting County applies and enforces
Development Regulations outside its own jurisdiction, each Assisting County hereby
delegates to the Permitting County the authority to: apply and enforce the Assisting
County’s Development Regulations; collect the Permitting County’s standard fees for such
application/enforcement (and/or waive such fees via development agreement); issue
permits under such Development Regulations (which permits may be in the Permitting
County’s name where not prohibited by law); waive or extend deadlines to the extent
permitted by the Development Regulations; authorize amendments to the project site
plan(s) subject to the Development Regulations; and otherwise serve as the Assisting
County’s development services department (or comparable subunit) with respect to the
applicable project. Such delegation shall not include those powers that should be reserved
to the Assisting County to provide its Development Assistance Services. Permits and
similar authorizations issued by a Permitting County in conformance with this Contract
shall be honored by each Assisting County as if they were issued by the Assisting County,
and upon the request of any party or permittee such permits or authorizations shall be
reissued in the name of the Assisting County without the requirement to pay any additional
fees.

b. With respect to soil erosion and sedimentation control ordinances of the Counties, the
delegation in subsection (a) above shall, to the extent permitted by law, include the naming
of the Permitting County as a “local issuing authority” authorized to enforce the Assisting
County’s soil erosion and sedimentation control ordinances. The Permitting County and
Assisting County shall cooperate in good faith to seek State of Georgia approval of erosion
and sedimentation plans for such delegation of authority in accordance with O.C.G.A § 12-
7-8.
11.
Development of Regional Impact
To the extent permitted by law, the Permitting County shall file and process the application for
a Development of Regional Impact (“DRI”) with the appropriate Regional Development
Commission (“RDC”). If the Permitting County is not authorized to process the DRI
application as determined by the RDC, the Permitting County shall assist the County
designated by the RDC to file the DRI application.

6
 12.
Future Joinder by Municipalities
If property owned or controlled by the Authority is within the permitting jurisdiction of a
municipality, said municipality may join as a party to this Contract and accept all terms
specified herein upon a written request to the municipality by the Authority to do so, followed
by the adoption of a resolution of the municipality adopting this Contract and including it as
an exhibit thereto. If a municipality so joins, the term “County” herein shall become
interchangeable with the term “City” such that the new municipality may participate as either
a “Permitting County” or “Assisting County” as appropriate based on the location of each
project.
13.
General
a. Should any clause, sentence or paragraph herein contained be held invalid or
unconstitutional, it shall in nowise affect the remaining provisions of this Contract, which
shall otherwise remain in full force and effect. In addition, rather than striking the invalid
or unconstitutional clause, it is the parties’ intent to reform the clause to make it legal and
enforcement, to the greatest extent permitted by law.

b. This Contract may be executed in several counterparts, each of which shall be an original
but all of which shall constitute but one and the same instrument.

c. This Contract shall be construed and enforced in accordance with the laws of the State of
Georgia.

d. This Contract may be amended by written agreement between the parties.

14.
Notices
All notices, correspondence, payments and other communications required under this Contract
shall be delivered to:
For the Authority:
Chairman
300 E Church Street
Monroe, GA 30655
With a copy to:
Andrea P. Gray, Attorney at Law
P.O. Box 826
Monroe, Georgia 30655

7
For Jasper County:
Jasper County Board of Commissioners
Attn: Chair, Board of Commissioners
126 W. Green Street
Suite 18
Monticello, GA 31064
With a copy to:
David Ozburn
1108 Monticello Street
Covington, GA 30014

For Morgan County:

Morgan County
Attn: County Manager
150 East Washington Street
Suite 100
Madison, GA 30650
With a copy to:
Christian G. Henry
Hall Booth Smith, P.C.
440 College Ave., Suite 120
Athens, Georgia 30601

For Newton County:

Chairman of the Newton County Board of Commissioners
1124 Clark Street
Covington, GA 30014
With a copy to:
Megan Martin
County Attorney
Jarrard & Davis, LLP
222 Webb Street
Cumming, GA 30040

For Walton County:

Chairman of the Walton County Board of Commissioners
111 S Broad Street
Monroe, Georgia 30655
With a copy to:
Charles Ferguson
County Attorney
118 Court Street
Monroe, Georgia 30655

8
 IN WITNESS WHEREOF, the parties, action by and through their duly authorized officers,
have caused this Contract to be executed in multiple counterparts under seals as of the day and
year first above written.

9
EXHIBIT “F”

PAGE -31-
 DEVELOPMENTS OF REGIONAL 
NEQ'RC
NORTHEAST GEORGIA
IMPACT 
REG IONA L COMM I SS I ON   Final Report 
Northeast Georgia Regional Commission • 305 Research Drive, Athens, Georgia • www.negrc.org
 

The Northeast Georgia Regional Commission (NEGRC) has completed its review of the following 
Development of Regional Impact (DRI).  This report contains the NEGRC’s assessment of how the proposed 
project relates to the policies, programs, and projects articulated in the Regional Plan and Regional Resource 
Plan. Also included is an assessment of likely interjurisdictional impacts resulting from the proposed 
development, as well as all comments received from identified affected parties and others during the fifteen‐ 
day comment period. 
The materials presented in this report are purely advisory and under no circumstances should be considered 
as binding or infringing upon the host jurisdiction’s right to determine for itself the appropriateness of 
development within its boundaries. 
Transmittal of this DRI report officially completes the DRI process. The submitting local government may 
proceed with whatever final official actions it deems appropriate regarding the proposed project, but it is 
encouraged to take the materials presented in the DRI report into consideration when rendering its decision. 

Project I.D.:  DRI #3560  
Name of Project:  Project Adventure 
Name of Host Jurisdiction:  Morgan County (submitting entity), Walton County, City of Social Circle 
 
Background 
DRI review was initiated following the developer’s request for a rezoning from Morgan County. The site 
would be rezoned from Agricultural‐Residential to Stanton Springs Business Park District (MXD‐1) in all three 
jurisdictions. Potentially affected parties were asked to submit comments on the proposal during the 15‐day 
period of 01/07/22—01/22/22. 
 
Proposed Development 
The Joint Development Authority of Jasper, Morgan, Newton, and Walton Counties is proposing construction 
of a 20 million square foot automotive plant on approximately 2,000 acres in Morgan County, Walton County, 
and the City of Social Circle. The site’s borders approximately align with I‐20 to the south, GA Hwy 12/US‐278 
to the west and north, and Old Mill Road to the east. Morgan County is the submitting entity for this DRI 
Review because it encompasses the largest portion (acreage) of the proposed project. Seven stormwater 
retention ponds, an internal street network, a walking trail, a test track, and parking lots for employees and 
truck trailers are also planned. The project would be completed in two phases with an estimated completion 
date for Phase One in 2024, and overall completion in 2026. Currently, the site consists of four streams, 
woodland, open farmland, two roads, a chicken farm, and multiple homes.    
 
Compatibility with Existing Plans 
The site is identified as “Rural Living” on the Morgan County Comprehensive Plan’s Character Area Map 
(dated 07/26/2017). The Plan describes this Character Area as predominantly agricultural with low‐density, 
large‐lot residential homes. Desired land uses include undeveloped land left in its natural state, agriculture, 
and low‐density residential uses. Development priorities for the area include protecting water resources and 
DRI #3560 Final Report 1 
environmentally sensitive areas and the preservation of the agricultural economy. The Plan’s Development 
Suitability map lists the area as moderately suited for development. The site is part of the County’s 
groundwater recharge areas, as shown on the Plan’s Sensitive Environmental Resource map (dated 
07/26/2017). There are also unidentified historic resources and possibly a cemetery on site, as shown on the 
Plan’s Cultural and Historic Resources map (dated 07/26/2017). Low impact, sustainable economic 
development is encouraged and desired by residents. Responsible public investment in infrastructure is also a 
clear priority in the Plan. The proposed plant would convert rural agricultural land into a high‐impact, high‐
intensity development. A plant of this size would negatively impact the groundwater recharge area by 
converting millions of square feet into impervious surfaces. In addition, the DRI submittal noted that the plant 
is expected to generate “some hazardous waste, such as: paints, solvents, adhesives, batteries, […] that are 
typical of such manufacturing facilities.” These types of waste could be particularly harmful to the local 
groundwater recharge area as well. No mitigation proposal was provided; the applicant indicated that 
mitigation and disposal plans are currently being developed. 
 
The project will generate new demand for infrastructure in a part of Morgan County where new infrastructure 
has not been planned. New infrastructure may attract further development that could be at odds with the rural 
and agricultural nature of the Character Area. Morgan County should compare the tax revenue of the project 
against the lifecycle maintenance costs of the associated infrastructure to ensure that the project would be 
fiscally responsible. The proposal does not mention how the historic resources and cemetery (if it is, indeed, 
found onsite) would be protected or effects mitigated. Pending explanation as to how the plant’s potential 
effects on the character and natural and cultural resources in the area will be mitigated, the project appears 
generally inconsistent with the Morgan County Comprehensive Plan.    
 
The site is identified as “Employment Center” on the Walton County Comprehensive Plan’s Character Area 
Map (dated 04/17/2017). According to the Plan, “The overall character of the area is intended for large‐scale, 
employment‐intensive commercial uses.” Industry is listed as a compatible land use. The Plan recommends 
that projects use “planned development concepts” like internal transportation networks and inter‐parcel 
access to minimize traffic impacts on the adjacent road networks. Generally, the proposal appears consistent 
with Walton County’s Plan. However, even inter‐parcel access with multiple entry points may not be enough 
to offset the impact that thousands of new vehicle trips would have on the surrounding street and road 
network.  
 
The site is identified as “Gateway Interchange” on the City of Social Circle Comprehensive Plan’s Character 
Area Map (dated 03/28/2017). The Plan states that, “large scale industrial uses and employment centers” are 
appropriate due to ready access to I‐20, railroads, and utilities. Large‐scale industrial buildings and parking 
lots should be set back from roadways, present an attractive façade, plant appropriate landscaping, and screen 
unsightly parking lots and buildings from roadways including I‐20 and Hwy 278. The site plan shows room 
for significant buffers on most of the property boundary although it does not label or expressly declare that 
these areas will be preserved as buffers. To ensure consistency with the Social Circle Comprehensive Plan, the 
design should incorporate sufficient landscaping and screening of the site. Generally, it appears that the 
proposal is consistent with the Social Circle Comprehensive Plan.  
 
The site is identified as “Rural” on the Northeast Georgia Regional Plan’s Regional Land Use Map (dated 
6/7/2018). The Regional Plan recommends development that matches the region’s workforce, prices in the 
lifecycle cost of infrastructure, creates a sense of place, builds a compact development pattern on existing 
infrastructure, creates diverse and affordable housing, and compliments existing and planned transportation 
options—especially non‐automobile transportation modes. This project would create a significant impact on 

DRI #3560 Final Report 2 
the local and regional labor market, and the applicant states that the regional work force is sufficient to fill 
demand. However, in the current tight labor market, it is possible that this project could shift the workforce 
away from existing employers in the area. In the event that additional workforce training is necessary, 
technical colleges, WorkSource Georgia, and other workforce‐focused organizations should collaborate to train 
an appropriate workforce.  
 
The project, itself, does not include a housing component, but it would have a significant impact on local 
housing markets. To prevent workers from having to live far away and commute lengthy distances, adjacent 
communities should reassess their zoning regulations, building codes, and comprehensive plans to ensure a 
sufficient volume and diversity of housing is available for prospective workers and their families. New 
housing should be constructed in accordance with the Regional Plan’s recommendations listed above.  
 
Although the traffic study is not complete, the applicant estimates the project would generate 17,000 new daily 
trips. Even with the planned I‐20 interchange expansion, the surrounding rural street network is limited, and 
may be overwhelmed during peak travel hours. The typical response to increased traffic has been to build 
wide, fast, high‐capacity roadways. However, this approach can be exceedingly expensive and often 
ineffective at managing traffic in the long‐term. A more effective approach would create a highly‐connected 
local street network that distributes traffic across multiple avenues and provides safe and accessible 
infrastructure for people to walk, bike, or ride transit to their destination. This proposal is estimated to bring 
7,500 jobs to the site. The site should be designed to accommodate bikes and transit so that employees can 
commute without a car and reduce their impact on the adjacent street network.  
 
The site location makes it difficult for the project to meet the Regional Plan’s recommendations since the Plan 
envisions this area as rural rather than the site of a new urban node. The Plan’s recommendations for urban‐
area development and transportation would require significant changes to the existing land use pattern, 
transportation network, and the approach to environmental conservation. As currently proposed, the project is 
not consistent with the Regional Plan.  
 
Potential Interjurisdictional Impacts 
The applicant states that the project would likely impact environmental quality factors identified on the DRI 
Additional Form, including significant groundwater recharge areas, wetlands, and floodplains. The entire 
portion of the site within Morgan County is considered a “Groundwater Recharge Area” by the Morgan 
County Comprehensive Plan’s Sensitive Environmental Resources Map (dated 7/26/2017). The addition of 
millions of square feet of impervious surface would impede the ability of this land to serve as a recharge area. 
This potential for reduced groundwater recharge, combined with the project’s estimated 4.7 MGD water 
demand, could result in significant impacts to the region’s water supply. Prior to approval, the applicant 
should clarify how the expected negative impact on groundwater recharging would be offset.  
 
The National Wetland Inventory (NWI) identifies 29 acres of wetlands onsite and 232 acres of wetlands within 
one mile of the site. The Northeast Georgia Regional Plan’s Conservation and Development Map (dated 
7/19/2018) identifies 1,833 acres of “Conservation” land onsite and 9,195 acres of “Conservation” land within 
one mile of the site. This “Conservation” land includes 888 acres of Regionally Important Resource land onsite 
and 3,550 acres of RIR land within one mile of the site. This acreage is part of the Northeast Georgia Green 
Infrastructure Network as identified in the Northeast Georgia Resource Management Plan for Regionally 
Important Resources (dated 8/7/2018). No specific Regionally Important Resource sites are identified within 
one mile of the proposed site. Since approximately 92% of the site is within a “Conservation” area, it would be 
advisable to approach site development with caution. The site plan makes no mention of the historic resources 

DRI #3560 Final Report 3 
and cemetery that appear to be located on the site, as labeled in the Morgan County Comprehensive Plan’s 
Cultural and Historic Resources Map (dated 7/26/2017). According to the Georgia Natural, Archeological, and 
Historic Resources GIS Map, there are three historic buildings and one historic site on the proposed property. 
Five more historic buildings are directly adjacent to the site. The potential impact on these resources should be 
clarified and mitigation measures identified prior to development.  
 
The site plan proposes eliminating two ponds and associated stream segments, and proposes road crossings 
across two additional stream segments. An “Adventure Trail” would be constructed around one of the 
remaining ponds/wetland areas. However, no legend, notation, or labels on the submitted site plan delineate 
buffers or areas to be protected throughout construction. Without heightened protection measures, it is likely 
that the extensive grading required for 20 million square feet of industrial space would damage these water 
resources, even if no construction is proposed in those areas. It is also likely that the extensive areas of 
impervious surfaces would result in negative impacts to the adjacent wetlands and waterways. An estimated 
50% of the site would be covered in impervious surfaces, and seven retention ponds are planned to manage 
stormwater runoff. The applicant states that these ponds will be interconnected and that they will, “meet the 
current requirements required by the local issuing authority, Georgia Soil and Water Conservation 
Commission and Georgia Environmental Protection Division.” The proposal should be designed to minimize 
disruption to the existing streams, associated wetlands, and floodplains to avoid future erosion, flooding, and 
degraded water quality onsite and downstream from the site. Low impact design measures, like bioswales, 
rain gardens, green roofs, pervious pavement, and other green infrastructure should be incorporated into the 
project design. In addition, water quality monitoring of adjacent waterways should be performed during and 
following construction to ensure any short‐ or long‐term effects are identified and mitigated. At minimum, the 
project should be in accordance with the latest edition of the Georgia Stormwater Management Manual (Blue 
Book) and meet all relevant EPD requirements. 
 
The project would be served by the Newton County Water and Sewer Authority with an estimated daily 
demand of 4.7 MGD for water and 1.5 MGD for sewer. The applicant states that there is sufficient water 
supply capacity and that a wastewater treatment plant expansion that is already underway will have enough 
capacity for the new project. Water and sewer line extensions from the Stanton Springs Industrial Park across 
I‐20 would be required. These extensions would be less than a mile long.  
 
The applicant estimates the project would generate 6,716 tons of solid waste annually at full buildout and that 
sufficient landfill capacity exists to handle this waste. Hazardous waste, including paints, solvents, adhesives, 
batteries, etc. that are typical of automotive manufacturing would be generated. The applicant states that, 
“Disposal plans are being developed at this time, but at a minimum, such plans will meet local, state, and 
federal requirements.” Given that the entire site is within a groundwater recharge area with sensitive 
environmental resources, meeting minimum requirements may not be sufficient to protect residents and local 
environmental resources. The suitability of these disposal plans should be confirmed prior to approval of the 
project and long‐term monitoring of local water, soil, and/or air quality, as applicable, is recommended. 
 
The applicant states that a traffic study is “in progress” and estimates that, at full buildout (7,500 employees), 
the project would generate approximately 5,000 peak hour trips and 17,000 new daily trips. An internal street 
network would be constructed to serve the site with three entrances. Additional infrastructure, including a 
new frontage road between Exit 101/US‐278 and Old Mill Road and a new interchange for I‐20 at Old Mill 
Road, is planned. Part of Old Mill Road would be widened at the interchange. The site is bisected by Sewell 
Road and Davis Academy Road. Both of these roads would be vacated within the site’s boundary to make way 
for the proposed facilities. There is also a CSX railroad line nearby; however, the submittal is unclear about 

DRI #3560 Final Report 4 
whether/how it would tie into the site. If possible, a rail spur should be incorporated to serve the site. In 
addition, as stated earlier, the local street network would likely need significant expansion to handle the 
increased traffic. The site should be designed with multi‐modal access in mind, especially since Morgan 
County and Social Circle already operate transit services that could provide critical access to the site.  
 
The applicant estimates that the project would be worth $5 billion at build‐out, in 2026, and generate $100 
million in annual local taxes. On a per‐acre basis, the project would be worth approximately $2.5 million and 
generate approximately $50,000 in tax revenue. Prior to approval, local jurisdictions should measure the life 
cycle costs of the infrastructure needed to serve this project and any spillover development to ensure that they 
would not be committing to more maintenance expenses than the new tax revenue can cover.  
 
Comments from Affected Parties 
Greg Boike, Director of Public Administration, Middle Georgia Regional Commission 
Congratulations to the Northeast Georgia region on landing this project. The direct employment impacts from 
this development can be expected to reach into the Middle Georgia region. Likewise, the potential for new 
development of supporting industries is high. As such, we expect that this project will provide significant 
positive economic impacts throughout Middle Georgia and the entire state.  
 
Alan Hood, Airport Data Safety Program Manager, Georgia Department of Transportation 
This development is 10 miles from the Covington Municipal Airport (CVC), and is located outside of any FAA 
approach or departure surfaces, and airport compatible land use areas, and does not appear to impact the 
airport unless construction or construction equipment exceeds 200’ AGL. 
 
If any construction or construction equipment reaches 200’ AGL or more, an FAA Form 7460‐1 must be 
submitted to the Federal Aviation Administration. That may be done online at https://oeaaa.faa.gov. The FAA 
must be in receipt of the notification, no later than 120 days prior to construction. The FAA will evaluate the 
potential impact of the project on protected airspace associated with the airports and advise the proponent if 
any action is necessary.  
 
Thank you for the opportunity to comment on the proposed development.
 
Brock Tyson, Assistant District Traffic Engineer, Georgia Department of Transportation 
The DRI mentions that a traffic study is in progress. Once this is received, we will be able to review the 
impacts to determine the necessary improvements required. 
 
 

DRI #3560 Final Report 5 
 ft\\ 215N Broad Street
W Monroe, GA 30655

(Q (770)267-3429

@w lpropes@monroega.gov

January 21 , 2022

Mr. Stephen Jaques

305 Research Drive
Athens, GA 30605

RE: DRI #3560, Comment from the City of Monroe

Dear Mr. Jaques,

Please accept this letter as formal comment from the City of Monroe regarding the Development of Regional
Impact #3560 that will be partially in Walton County.

The City of Monroe's primary concern is heavy truck traffic that would be added during construction and after
completion of the Rivian Truck Plant project. As of this date, there is a State of Georgia programmed truck
connector route (Pl 0000411 - S.R. 83 truck connector) that would route all heavy truck traffic that currently
travels through the middle of Monroe's historic and award-winning Downtown along S.R. 11 onto a new bypass
in Walton County to S.R. 83, then to U.S. Hwy 78. This project has been decades in the making and is currently
in right-of-way acquisition phases. Construction is supposed to let later this year. It is imperative that this
project is completed by the Georgia Department of Transportation before the Rivian Truck Plant project
reaches completion. The addition of future complementary industries in this area will certainly add more traffic
that would detrimentally affect Monroe without the truck connector project fully completed.

The City of Monroe already deals with the unfavorable effects of large volumes of truck traffic that use S.R.11 as
a north-south route between Interstate 85 in Braselton and Interstate 20 in Social Circle with S.R. 316 and U.S.
78 in between adding additional heavy truck traffic. Both Winder to our north and Social Circle to our south
already enjoy bypasses of their downtown areas. Monroe will not be able to sustain additional heavy truck traffic
without the completion of Pl 0000411 , and some additional work at the project terminus of U.S. Hwy 78 and
S.R. 11 northbound at the interchange, to facilitate the thousands of trucks per day in a safe and efficient
manner.

Best Regards,

Logan Propes
City Administrator

W WW . M O NROE GA . COM - - - - - - - - - - - - - - - - - - - - - - - - - -
PHONE: (770) 267-3429 I EMAIL: lpropes@monroega.gov I ADDRESS : 215 N Broad Street, Monroe, GA 30655
 The City Of

SOCIAL CIRCLE
166 North Cherokee Road· Post Office Box 310 · Social Circle, Georgia 30025
Office: 770-464-2380 · Fax: 770-464-2113

January 21, 2022

Stephen Jacques
Northeast Georgia Regional Commission
305 Research Drive
Athens, GA 30605-2795

RE: DRI #3560

Mr. Jacques,

On behalf of the City of Social Circle I appreciate the opportunity to provide the City's response to the
referenced DRI. The proposed project to construct an automotive manufacturing facility on approximately
2,000 acres with 20 million square feet of building is quite significant not only to Social Circle, our
region but also the entire State of Georgia. While only a small portion of the proposed project falls within
the city limits, Social Circle could increase residential opportunities and could double our population
before the next U .S. Census count. We could see new industrial and manufacturing oppo1tunities for
supportive supply chain industries.

The areas of impact are as follows.

• Land Use and Zoning:
Social Circle's Future Land Use Map and Zoning Map has identified areas of the city that are
appropriate for industrial growth and development. The scale of industrial growth anticipated
has always matched the scale of the city in relation to percentage of each land use category and
population. The site is identified as a "Gateway Interchange" on the City of Social Circle
Comprehensive Plan. The Plan states that, "large scale industrial uses and employment centers
due to the ready access to 120 and railroad and utilities, and proximity to the Stanton Springs
Industrial Park. Large scale industries should be well set back from the roadways, and present
attractive fa~ade and attractive landscaping. Prominent signage is appropriate on the industry for
identification.

• Natural Resources:
Social Circle is proud to be the home of the Georgia Department of Natural Resources and not
only does that include professional office space, but also wildlife habitat that is enjoyed by many
outdoor enthusiasts. The proposed project area is a significant ground water recharge area for
Morgan County and the information provided states that there are 29 acres of wetlands on site and
232 acres of wetlands one mile off the site. Employing runoff reduction and extended wet
detention may require greater land area to achieve thus leaving less area for impervious surfaces.
During site construction erosion and sediment control are of great concern to onsite wetlands and
downstream waterways.

"Georgia's Greatest Little Town"

 The City Of

SOCIAL CIRCLE
166 North Cherokee Road· Post Office Box 310 · Social Circle, Georgia 30025
Office: 770-464-2380 · Fax: 770-464-2113

• Infrastructure:
Transportation
The applicant states that a traffic study is "in progress" and estimates that, at full buildout (7,500
employees), the project would generate approximately 5,000 peak hour trips and 17,000 new daily trips.
An internal street network would be constructed to serve the site with three entrances. Additional
infrastructure including a new frontage road between Exit 101/US-278 and Old Mill Road and a new
interchange for 1-20 at Old Mill Road is planned. Part of Old Mill Road would be widened at the
interchange. The site is bisected by Sewell Road and Davis Academy Road. Both roads would be vacated
within the site's boundary to make way for the project. There is also a CSX railroad line nearby.

• Water Supply and Wastewater

• The water supply and wastewater service are proposed to be served by Newton County Water and
Sewer Authority. This solution would remove added pressures on the City of Social Circle's
water and wastewater treatment facilities and infrastructure. The City of Social Circle has gas in
the area and would be able to provide the gas service.

• Services:
The applicant estimates the project would generate 6,716 tons of solid waste annually at full
buildout and states, "That sufficient landfill capacity exists", and the developer is working on a
plan. Hazardous wastes are byproducts of the automotive manufacturing process, and the
applicant acknowledges this, but fails to address how disposal of hazardous waste will be handled
but is working on a plan.

The Social Circle School System (SCSS) will be impacted by residential growth, and it is
expected that student enrollment numbers will increase. Additionally, it is anticipated that
specialized classroom instructions will be created to help fulfill the skills necessary for
employment in automotive manufacturing. It is possible that a partnership between the SCSS and
the proposed state funded training center can be formed with the goal of providing local career
opportunities.

Social Circle appreciates the opportunity to respond to this DRI and its concerns over the proposed
project's impact to the region and Georgia's Greatest Little Town.

Respectfully,

a~c~~~~
Assistant City Clerk/Planning & Zoning Administrator

"Georgia's Greatest Little Town"