A RESOLUTION BY THE DOWNTOWN DEVELOPMENT AUTHORITY OF THE

CITY OF DORAVILLE, TO APPROVE AND AUTHORIZE AGREEMENTS RELATED

TO AN ASSIGNMENT TO PEARL RAILROAD ASSEMBLY YARD, LLC BY
DORAVILLE SIXTY, LLC; TO AUTHORIZE THE CHAIRMAN OF THE DDA TO
TAKE SUCH FURTHER ACTIONS AS ARE NECESSARY; AND FOR OTHER
PURPOSES.

RECITALS

A. Pursuant to a bond resolution adopted by the Downtown Development Authority of the

City of Doraville (the “DDA”) on August 16, 2016 (the “Bond Resolution”), the DDA
issued its Downtown Development Authority of the City of Doraville Taxable Industrial
Development Revenue Bond (Doraville Sixty, LLC Project), Series 2016-(A) (the “2016-
(A) Bond”) in the maximum principal amount of $1,500,000,000 to finance a mixed-use,
transit-oriented development located in Doraville, DeKalb County, Georgia, consisting of
office, retail shopping, residential (excluding single family residential), and other
stipulated purposes, on the land described in the related lease agreement (as amended, the
“Lease”). Such development is sometimes referred to as the “Project”. Pursuant to the
Lease, the DDA leased the Project to Doraville Sixty, LLC, a Delaware limited liability
company (the “Seller”).

B. In conjunction with the acquisition (such transaction, the “Purchase”) of the interests in
the Project owned by the Seller, by Pearl Railroad Assembly Yard, LLC, a Delaware
limited liability company (the "Purchaser"), and the transfer of the 2016-(A) Bond to
Purchaser and assignment by the Seller to, and assumption by, the Purchaser of the rights
and obligations under the Lease and the other Bond Documents (hereafter defined) in
connection with the Purchase (such transaction, the “Assignment”), the DDA has been
requested, pursuant to Section 9.1(b) of the Lease, to consent to the Assignment, by
entering into an Assignment and Amendment Agreement (the Assignment Agreement”),
and has been requested to execute a certificate (“DDA Certificate”) and may be requested
to enter into certain other agreements related to the Purchase or the Assignment.

C. The forms of the Assignment Agreement and the DDA Certificate have been provided to
the DDA prior to its members taking action on this Resolution.

D. The DDA has determined that the execution of the Assignment Agreement and the DDA
Certificate, and such other actions as may be taken by the DDA by authority of this
Resolution, would further the public purposes of the DDA by promoting the revitalization
and redevelopment of the central business district of the City of Doraville.

NOW, THEREFORE, BE IT RESOLVED by the Downtown Development Authority

of the City of Doraville as follows:

1. The Recitals above are hereby incorporated into this Resolution by reference and shall be
a part hereof.

7
2. The DDA approves the Assignment Agreement and the DDA Certificate and the
transactions necessary to carry them out. The Chairman of the DDA is authorized, in
consultation with counsel to the DDA, (a) to agree to changes to, to finalize, execute and
deliver, and to perform the Assignment Agreement and the DDA Certificate, as well as
such other agreements, documents and instruments that the Chairman of the DDA may
deem to be necessary or desirable to facilitate the Purchaser or the Assignment, (b) and to
take such other actions as may be necessary in connection therewith. The Secretary or
Assistant Secretary of the DDA is authorized to attest, and to affix the seal of the DDA to,
any such agreement, document or instrument so executed and delivered. Further, and
without limitation, from and after the date of adoption of this Resolution, the Chairman
and the other officers of the DDA, and its members, officials, employees, and agents,
hereby authorized to do all such acts and things and to execute and deliver any and all other
agreements, documents, certificates, and other instruments as may be required in
connection with the matters authorized above. The execution or approval of any such
agreement, document, certificate or instrument on behalf of the DDA shall be conclusive
evidence that such execution or approval is authorized hereby.

3. This Resolution shall be effective immediately upon its adoption.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

8
 ADOPTED this __th day of March, 2021.

DOWNTOWN DEVELOPMENT AUTHORITY OF

THE CITY OF DORAVILLE

By:
Chair

ATTEST:

Secretary

[SEAL]

9
 SECRETARY’S CERTIFICATE
The undersigned Secretary of the Downtown Development Authority of the City of Doraville (the
“DDA”), DOES HEREBY CERTIFY that the foregoing pages constitute a true and correct copy of the
resolution adopted on March __, 2021, by the DDA in a meeting duly called and held pursuant to O.C.G.A.
§ 50-14-1(g) under circumstances necessitated by emergency conditions involving public safety or the
preservation of property or public services, after due and reasonable public notice was given in accordance
with the procedures of the DDA and with the applicable provisions of law, which was open to the public
and at which a quorum was present and acting throughout, and that the original of such resolution appears
of public record in the minute book of the DDA which is in my custody and control.

I do hereby further certify that all members of the DDA were present at said meeting except the
following members who were absent:

______________________________________________________________________________

and that the resolution was duly adopted by the following vote:

The following voted “Aye”: ________________________________________________

_______________________________________________;
The following voted “Nay”: ________________________________________________
_______________________________________________;
The following Did Not Vote: ________________________________________________
_______________________________________________.

WITNESS my hand and the official seal of the Downtown Development Authority of the City of
Doraville, this _____day of _____, 2021.

Secretary
[SEAL]

10
 DOWNTOWN DEVELOPMENT AUTHORITY OF THE CITY OF DORAVILLE
TAXABLE INDUSTRIAL DEVELOPMENT REVENUE BONDS
(DORAVILLE SIXTY, LLC PROJECT), SERIES 2016-(A)

ASSIGNMENT AND TRANSFER OF BONDS,

LEASE AND OTHER BOND DOCUMENTS

CLOSING DATE: March __, 2021 (by mail and phone)

Parties and Counsel:

Downtown Development Authority of the City of Doraville, the Issuer

Doraville Sixty, LLC, Assignor and Seller
Pearl Railroad Assembly Yard, LLC, the Assignee and Purchaser
A. Rian Smith, Esq., Seller’s Counsel
Morris Manning & Martin, LLP and Murray Barnes Finister LLP, Purchaser’s Counsel
Seyfarth Shaw LLP, Bond Counsel

Documents to be Delivered at or Before Closing:

1. Issuer’s Approving Resolution

2. Bond Transfer and Cancellation Instructions (Assignor)

3. Assignment of Bonds, Lease and Other Bond Documents between Issuer, Assignor and
Assignee

4. Issuer’s Certificate

5. Seller’s Certificate

6. Bond R-2 issued to Assignee

7. Receipt for Bond R-2

8. Photocopies of canceled Bond R-1

9. Assignment (of original Bond R-1)

10. UCC-3 Financing Statement

11. Designation of Authorized Company Representative(s) (Assignee)

12. Issuer’s Elector Designation

13. Closing/Incumbency Certificate of Purchaser

14. Insurance Certificates required by Lease

11
15. Confirmation of Continuation of Environmental Insurance

*Please be advised that the Uniform Commercial Code financing statement(s) referenced in paragraph
__ of this Index (the “UCC-3”) is an assignment of the UCC-1(the “UCC-1” and, collectively with the
UCC-3, the “UCC”) filed in connection with the original closing. The UCC-1 lapses on the fifth (5th)
anniversary of the filing date thereof (the “Termination Date”). Such UCC-1 must be continued within
the six (6) month period preceding the Termination Date. Additionally, amendments to such UCC may
become necessary in connection with name changes of the Debtor(s), changes in the
collateral/collateral description, and as Debtor(s) are added and/or deleted. Seyfarth Shaw LLP is not
responsible for filing any continuation statements, amendments or terminations with respect to such
UCC unless separately engaged in writing to do so

12
 ESTOPPEL CERTIFICATE

DOWNTOWN DEVELOPMENT AUTHORITY OF THE CITY OF DORAVILLE

RECITALS

A. Pursuant to a bond resolution adopted by the Downtown Development Authority of the City of
Doraville (the “DDA”) on August 16, 2016 (the “Bond Resolution”), the DDA issued its
Downtown Development Authority of the City of Doraville Taxable Industrial Development
Revenue Bond (Doraville Sixty, LLC Project), Series 2016-(A) (the “2016-(A) Bond”) in the
maximum principal amount of $1,500,000,000 to finance a mixed-use, transit-oriented
development located in Doraville, DeKalb County, Georgia, consisting of office, retail shopping,
residential (excluding single family residential), and other stipulated purposes, on the land
described in the related lease agreement (as amended, the “Lease”). Such development is
sometimes referred to as the “Project”. Pursuant to the Lease, the DDA leased the Project to
Doraville Sixty, LLC, a Delaware limited liability company (the “Seller”).

CERTIFICATIONS

In conjunction with the acquisition (such transaction, the “Purchase”) of the interests in the Project
owned by the Seller, by Pearl Railroad Assembly Yard, LLC, a Delaware limited liability company (the
"Purchaser"), and the transfer of the 2016-(A) Bond to Purchaser and assignment by the Seller to, and
assumption by, the Purchaser of the rights and obligations under the Lease and the other Bond Documents
(hereafter defined) in connection with the Purchase (such transaction, the “Assignment”), the DDA hereby
certifies as follows:

1. Recitals. The Recitals above are part of this Certificate (the “DDA Certificate”) and are hereby
incorporated herein by reference.
2. Beneficiaries; Assignment. This DDA Certificate will inure to Purchaser's benefit and to the benefit of
Purchaser's successors and assigns and will be binding upon the DDA and its successors and assigns,
on and subject to the terms and conditions hereof, and is made by the DDA with the understanding that
the Purchaser is relying on this DDA Certificate in connection with the Purchase and Assignment.
Without limitation, by acceptance hereof, Purchaser, for itself and its successors and assigns, agrees to
the provisions of Section 11 and Section 12, below. The DDA hereby confirms that the Assignment is
permitted under the terms and conditions of the Proposed Assignment (defined below).
3. Definitions. The term "Bond Documents" means and refers to the documents and instruments listed
on Schedule 3 attached hereto and incorporated herein by reference. Other capitalized words and terms
that are used but not defined in the body of this DDA Certificate shall have the meanings provided in
the Lease, on Schedule 3 hereto or in the MOU (as defined in Schedule 3).
4. Binding Obligations. The Bond Documents are in full force and effect on the date of this DDA
Certificate, are subject to no written amendment, modification or supplement to which the DDA is a
party except as set forth in the documents listed on Schedule 3 hereto, and represent the legal, valid and
binding obligations of the DDA, subject to bankruptcy and similar laws and to principles of equity and
similar principles, and subject, upon its effectiveness, to that certain proposed form of Assignment
and Amendment Agreement, dated as of March __, 2021 among Seller, Purchaser, and the DDA
(the “Proposed Assignment”), which is to be executed and delivered on even date herewith. The Bond
Documents, together with the other documents, agreements and instruments listed on Schedule 4
attached hereto and incorporated herein by reference, contain all of the written agreements between the

13
 DDA and the Seller with respect to the Project. To the extent of the actual knowledge of the DDA, with
no duty to investigate or inquire, the Series 2016-(A) Bond, (a) is outstanding in the principal amount
of $36,713,750.00, and (b) has not been amended or modified except to record prepayments of the
Series 2016-(A) Bond in connection with releases of portions of the land constituting part of the Project
pursuant to documents 10, 13 and 17 listed on Schedule 3 hereto (the “Lease Released Parcels”).
5. Compliance with Bond Documents. To the extent of the DDA’s actual knowledge, with no duty to
investigate or inquire, as of the date hereof, all obligations, covenants and conditions under the Lease
and the other Bond Documents to be performed or satisfied by the date hereof, by the DDA in favor of
the Seller, and by the Seller in favor of the DDA, have been performed or satisfied. To the extent of the
DDA’s actual knowledge, with no duty to investigate or inquire, as of the date hereof, as regards Bond
Documents of a contractual nature, (i) there exist no defenses or offsets to enforcement by the DDA
against the Seller of the 2016-(A) Bond or any of the Bond Documents, (ii) there exist no Events of
Default by the DDA or Seller under the 2016-(A) Bond or any of the other Bond Documents, (iii) there
exist no defaults or breaches by the DDA or Seller under the Series 2016-(A) Bond or any of the other
Bond Documents, and no event, fact or circumstance has occurred or exists which, with the passage of
time or the giving of notice or both, would constitute a default or an Event of Default by the DDA or
Seller under the 2016-(A) Bond or any of the other Bond Documents, and (iv) there exists no claim by
a party to the Lease or the other Bond Documents that another party thereto has asserted in writing.
6. Lease of Project. The DDA has leased the Project to the Seller pursuant to the Lease, a true and correct
copy of which is attached hereto as Schedule 6. A Short Form Lease Agreement, dated as of August
1, 2016, was filed for record on January 3, 2017, and recorded in Deed Book 26009, Page 610, Records
of the Clerk of Superior Court of DeKalb County, Georgia, and has been amended in connection with
the releases of the Lease Released Parcels.
7. Fees and Expenses. All fees, expenses and other charges payable by the Seller as of the date hereof to
the DDA for its own account under the 2016-(A) Bond and the Bond Documents have been paid in full
and there are no fees, expenses or charges payable by the Seller to the DDA for its own account under
the 2016-(A) Bond or the other Bond Documents, the payment of which has been incurred by the Seller
but which is not due as of the date hereof. No lease deposit was paid or was to be paid by the Seller to
the DDA under the terms of the Lease.
8. No Termination of Lease. The DDA hereby certifies that, (i) it has not received from the Seller written
notice of the Seller’s election to terminate the Lease pursuant to any provision thereof, except for partial
terminations in connection with Lease Released Parcels, (ii) the Project has not been released or
removed from the Lease (other than portions of the Project constituting the Lease Released Parcels),
(iii) the Project has not been subdivided into Portion Projects, (iv) there are no Portion Bonds that have
been issued and are outstanding, and (v) Article XI of the Lease remains in full force and effect.
9. Public Infrastructure.
9.1. According to the DDA’s interpretation, in Section 4.2 of the MOU, (a) the phrase “debt service
for the CID Bonds” includes debt service related to costs other than costs of the Public
Infrastructure as defined in the MOU, and also includes debt service related to more than one issue
of CID Bonds, so long as, in each case, costs of Public Infrastructure is included in the costs being
financed. For the avoidance of doubt, “debt service for the CID Bonds” includes debt service on
the $53,005,000 original aggregate principal amount of the Assembly Community Improvement
District Assessment Bonds (Assembly District Project), Series 2017A.
9.2. In Section 4.2, the MOU provides that: “The intention of the Parties is that each dollar of property
tax savings resulting from the Transaction ("Property Tax Savings") be represented by a dollar
invested in purposes authorized to be counted by this Section 4.2, in the categories hereinafter

14
 specified.” Accordingly, it is the DDA’s interpretation that failure to complete the construction of
a covered street as described in Schedule 1.8 of the MOU, does not in and of itself cause a Shortfall,
so long as other amounts invested in authorized purposes are sufficient to avoid a Shortfall.
10. Project Description. According to the DDA’s interpretation, the description of the Project in Schedule
1.1 of the MOU includes, without limitation, film production facilities so long as the facilities actually
constructed are consistent with such description, including the nature, kind and location of the Project,
and do not cause such description to fail to afford a key from which the full picture of the Project may
be ascertained. Solely in reliance upon the Purchaser’s Certificate (defined below), it is the DDA’s
interpretation that the film production facilities described therein are contained within the description
of the Project in Schedule 1.1 of the MOU. The DDA acknowledges that the MOU does not govern
Lease Released Parcels, and the Purchaser has no obligations under the MOU with respect thereto and
the uses thereof.
11. Scope. As used in this DDA Certificate, the phrases “knowledge of DDA”, “actual knowledge of
DDA”, and similar phrases, shall mean the actual knowledge of Harold Shinn, who is the Chairman of
the DDA, without any duty of inquiry or investigation, and none have been made. The DDA’s
interpretations of the MOU rely, for evidence of the intentions of the parties thereto, among other things,
(a) on a certificate of the Seller (“Seller’s Certificate”) of even date herewith regarding, in part, its
concurring interpretation of the MOU and regarding the film production facilities described in
Purchaser’s Certificate (defined below), and (b) on a certificate of the Purchaser (“Purchaser’s
Certificate”) of even date herewith regarding the film production facilities to be constructed after the
Purchase as part of the Project, and to the effect that upon their construction such facilities will be
consistent with the description of the Project in Schedule 1.1 of the MOU, including the nature, kind
and location of the Project, and will not cause such description to fail to afford a key from which the
full picture of the Project may be ascertained..
12. Exculpation. The DDA is executing and delivering this DDA Certificate solely at the request of, and as
an accommodation to, the Seller and the Purchaser. All obligations and liabilities of the DDA contained
herein or arising hereunder are limited, non-recourse obligations and liabilities, payable solely from
amounts paid by the lessee under the Lease or by recourse to the DDA’s interest in the Project and in
no event are payable out of other assets of the DDA or out of the Unassigned Rights under the Lease
or the rights of the DDA under the other Bond Documents.

[SIGNATURE ON FOLLOWING PAGE]

15
The DDA has executed this DDA Certificate this _____ day of __________, 2021.

DOWNTOWN DEVELOPMENT AUTHORITY OF

THE CITY OF DORAVILLE

By:
Name:
Title:

16
 Downtown Development Authority of the City of Doraville
Taxable Industrial Development Revenue Bond
(Doraville Sixty, LLC Project), Series 2016-(A)

BOND TRANSFER INSTRUCTIONS

To: Doraville Sixty, LLC, as Registrar

You are hereby instructed to transfer the above-captioned Bond (the “2016-(A) Bond”),
upon the surrender and presentation of such 2016-(A) Bond at your principal office, duly endorsed
for transfer or accompanied by an assignment duly executed by the undersigned registered owner
or the registered owner’s attorney duly authorized in writing, in such form as shall be satisfactory
to you, as Registrar, to PEARL RAILROAD ASSEMBLY YARD, LLC, a Delaware limited
liability company (the “Assignee”), the address of which is _________________, Attention:
________________ and the federal E.I.N. of which is ______________.

The Assignee is also to be the assignee of the Lease and other documents referenced in the
2016-(A) Bond (collectively, the “Bond Documents”), and will become the Company and a
permitted transferee of the 2016-(A) Bond. In the Assignment of Bond, Lease and Other Bond
Documents and Amendment to Lease between Doraville Sixty, LLC, and the Assignee, and
acknowledged by the Downtown Development Authority of the City of Doraville (the “Issuer”),
the Assignee has represented that: (i) the Assignee is acquiring the 2016-(A) Bond as an investment
for its own account and not with a view to distribution or resale; (ii) the Assignee understands the
limited source of payment and the limited security for the 2016-(A) Bond and has conducted its
own due diligence investigation as to the 2016-(A) Bond and sources of payment of the 2016-(A)
Bond and interest thereon, and in the conduct of such investigation, the Assignee has not relied on
any representations of the Issuer; (iii) the Assignee understands the risks involved in investing in
the 2016-(A) Bond and has the financial ability to accept such risk; (iv) the Assignee understands
that neither the Issuer, the undersigned, nor any other person are required, by the terms of such
2016-(A) Bond or by the terms of the Bond Resolution referenced therein, to provide continuing
disclosure with respect to the 2016-(A) Bond under Securities and Exchange Commission Rule
15c2-12; and (v) the subsequent transfer of the 2016-(A) Bond by the Assignee shall also be subject
to the restrictions contained in the Bond Resolution.

Upon such registration of transfer, you shall deliver, in exchange for the 2016-(A) Bond so
surrendered, a new 2016-(A) Bond registered in the name of the Assignee of the same series,
maturity, terms, and tenor and bearing a bond number one integral number higher than the number
of the 2016-(A) Bond surrendered for transfer. Upon the issuance of a new 2016-(A) Bond
certificate pursuant to the transfer or replacement of the 2016-(A) Bond, you are to enter on the
Schedule of Advances and Payments appearing at the end of such new 2016-(A) Bond certificate,
the date, type and amount of each advance and the date and amount of each payment of principal
and interest under the surrendered 2016-(A) Bond. The 2016-(A) Bond so surrendered shall be
canceled and destroyed by the Registrar at the time the replacement 2016-(A) Bond is registered
in the name of the Assignee.

17
This ___ day of _____________, 2021.

DORAVILLE SIXTY, LLC,

a Delaware limited liability company

By: IMS GMD, LLC, its managing member

By: Integral GMD, LLC

By: ____________________________(Seal)
Christopher H. Martorella
Vice President

18
 Downtown Development Authority of the City of Doraville
Taxable Industrial Development Revenue Bond
(Doraville Sixty, LLC Project), Series 2016-(A)

PURCHASER’S RECEIPT FOR BOND

The undersigned, as the Purchaser of the above referenced revenue bond (the “2016-(A)
Bond”), hereby acknowledges receipt of the 2016-(A) Bond, being 2016-(A) Bond No. R-2 in the
Maximum Principal Amount of $1,500,000,000.

Dated: ______________, 2021.

PEARL RAILROAD ASSEMBLY YARD, LLC,

a Delaware limited liability company

By: __________________________(Seal)
Name:
Title:

19
 Downtown Development Authority of the City of Doraville
Taxable Industrial Development Revenue Bond
(Doraville Sixty, LLC Project), Series 2016-(A)

DESIGNATION OF AUTHORIZED COMPANY REPRESENTATIVE

The undersigned, as successor lessee of the Project that is financed by the above-referenced
Bond, hereby appoints the following person(s) to serve as its “Authorized Company
Representative(s)” pursuant to the Lease Agreement, dated as of August 1, 2016, entered into in
connection with the issuance of the Bond.

Name Title Signature

________________ ____________________________ ___________________________

________________ ____________________________ ___________________________

Dated: _______________, 2021.

PEARL RAILROAD ASSEMBLY YARD, LLC,

a Delaware limited liability company

By: __________________________(Seal)
Name:
Title:

20
 ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto

PEARL RAILROAD ASSEMBLY YARD, LLC

(print or typewrite name)

Address:
(please print or typewrite address including postal zip code of assignee)

Tax Identification or Social Security Number:

the within Bond and all rights thereunder, and does hereby irrevocably constitute and appoint:

______________________________________________________________________________
attorney to transfer this Bond on the bond registration books kept for such purpose by the Issuer,
with full power of substitution in the premises.

Dated: ____________________ Name of Registered Holder:

DORAVILLE SIXTY, LLC,

a Delaware limited liability company

By: IMS GMD, LLC, its managing member

By: __________________________(Seal)
Christopher Martorella
Vice President

Notice: the name, as signed, to this assignment must correspond with the name as it appears upon the face of the
within Bond in every particular, without any alteration or enlargement or change whatever.

21
 __________________________________________________________________________________
(Space above this line is for recording data)

After recording, please return to: Cross Reference to DeKalb County Records:

Jeffrey H. Chesnut, Esq. (1) Short Form Lease Agreement, recorded at Book 26009,
Seyfarth Shaw LLP Page 610; (2) Series 2016-(A) Deed to Secure Debt,
1075 Peachtree Street, Suite 2500 Assignment of Rents and Leases and Security Agreement,
Atlanta, Georgia 30309 recorded in Book 26009, Page 681; (3) Fixture Filing
(404) 704-9676 recorded at Book 26009, Page 704; (4) Amendment, Partial
Release and Partial Redemption Agreement, recorded at Book
26322, Page 756; (5) Amendment to Fixture Filing recorded
at Book 26322, Page 771; (6); Second Amendment, Partial
Release and Partial Redemption Agreement, recorded at Book
26593, Page 34; (7) Amendment to Fixture Filing recorded at
Book 26593, Page 57; (8) Third Amendment, Partial Release
and Partial Redemption Agreement, recorded at Book 28020,
Page 548; and (9) Amendment to Fixture Filing recorded at
Book 28020, Page 570.

ASSIGNMENT OF BOND, LEASE

AND OTHER BOND DOCUMENTS AND AMENDMENT TO LEASE

THIS ASSIGNMENT OF BOND, LEASE AND OTHER BOND DOCUMENTS AND

AMENDMENT TO LEASE (this “Assignment and Amendment Agreement”), dated as of
March ___, 2021 (the “Effective Date”), is by and between DORAVILLE SIXTY, LLC, a
Delaware limited liability company (the “Assignor”), and PEARL RAILROAD ASSEMBLY
YARD, LLC, a Delaware limited liability company (the “Assignee”), and is acknowledged by the
DOWNTOWN DEVELOPMENT AUTHORITY OF THE CITY OF DORAVILLE (the
“Issuer”), a downtown development authority and public body corporate and politic created and
existing under the laws of the State of Georgia.

22
 W I T N E S S E T H:

WHEREAS, pursuant to a bond resolution adopted by the Issuer on August 16, 2016 (the
“Bond Resolution”), the Issuer issued its Downtown Development Authority of the City of
Doraville Taxable Industrial Development Revenue Bond (Doraville Sixty, LLC Project), Series
2016-(A) (the “2016-(A) Bond”) in the maximum principal amount of $1,5000,000,000 to finance
a mixed-use, transit-oriented development located in Doraville, DeKalb County, Georgia,
consisting of office, retail shopping, residential (excluding single family residential), and other
stipulated purposes, on the land described in the related lease agreement (as amended, the “Lease”)
and described on Exhibit A attached hereto, such development sometimes referred to as the
“Project”; and

WHEREAS, in connection with the issuance of the 2016-(A) Bond, and thereafter, the Issuer and
the Assignor executed the documents described on Exhibit B attached hereto and incorporated hereby by
reference, (the documents, including any amendments thereto described on Exhibit B attached hereto, being
referred to herein collectively as the “Bond Documents”); and

WHEREAS, a UCC-1 financing statement was centrally indexed in the records of the Georgia
Superior Court Clerks’ Cooperative Authority as No. 0442017000003; and

WHEREAS, the Assignor now desires to assign the 2016-(A) Bond and Bond Documents
to the Assignee, and the Assignee desires to accept such assignment on the terms and conditions
set forth herein.

NOW, THEREFORE, for and in consideration of the mutual covenants contained herein,
the parties hereby agree as follows:

1. Defined Terms. Capitalized terms not defined herein are defined in the Bond
Documents.

2. Assignment. The Assignor hereby sells, delivers and assigns unto the Assignee the
Lease and all of the Assignor’s right, title and interest in and to and arising under the Bond
Documents. The Assignor hereby assigns, and the Assignee hereby assumes, all covenants,
liabilities, obligations and rights necessary for the performance of such covenants and obligations
of the Assignor under the Bond Documents (including, but not limited to, indemnification of the
Issuer) regardless of when first arising, whether before or after the Effective Date. The Assignor
shall remain liable for all such obligations, covenants, agreements and liabilities first arising prior
to the Effective Date hereof. Hence, Assignee shall be liable for all such matters first arising on or
after the Effective Date, and Assignor and Assignee shall be jointly and severally liable for all
such matters first arising prior to the Effective Date, any provision of the Bond Documents to the
contrary notwithstanding; provided, however, that Assignor shall indemnify, defend and hold
harmless Assignee from and against any and all liabilities, losses, damages, costs, expenses
(including without limitation reasonable attorneys’ fees and expenses), causes of action, lawsuits,
arbitrations, legal proceedings, claims, demands or judgments of any nature arising from any
obligations, covenants, agreements and liabilities under the Bond Documents (including, but not
limited to, indemnification of the Issuer) first arising prior to the Effective Date hereof. Without
limiting the generality of the foregoing, the Assignor, in its capacity as the Holder of the 2016-(A)
Bond, hereby specifically consents, pursuant to Section 9.1(b) of the Lease, to the assignment of

23
the Lease to the Assignee. This Assignment shall be binding upon and shall inure to the benefit of
the parties hereto and their respective heirs, successors and assigns. This Assignment shall be
binding upon and shall inure to the benefit of the parties hereto and their respective heirs,
successors and assigns. The Assignor, the Assignee and the Issuer acknowledge that as a result of
the foregoing assignment of the Lease, the Assignee is and will be the lessee of the Project. The
Assignee is hereby authorized to file amendments to the fixture filing and financing statement
referenced above to reflect this assignment.

3. Assumption. Assignee hereby accepts the assignment made under Section 2, above,
and assumes the obligations, covenants, agreements and liabilities of the Assignor under or relating
to the Bond Documents (including, but not limited to, indemnification of the Issuer), regardless of
when first arising, whether before or after the Effective Date. Assignor shall remain liable and
responsible for all such obligations, covenants, agreements and liabilities that were incurred prior
to the Effective Date hereof. Hence, Assignor and Assignee shall be jointly and severally liable
and responsible for all such obligations, covenants, agreements and liabilities that were incurred
prior to the Effective Date hereof, and Assignee (but not Assignor) shall be liable and responsible
for all such obligations, covenants, agreements and liabilities that are incurred on or after the
Effective Date hereof. Further, Assignor and Assignee each hereby, (i) confirm, approves, adopts
and ratifies each and every action heretofore taken by the Issuer relating to the Project and/or the
2016-(A) Bond or Bond Documents, (ii) acknowledges that as of the Effective Date it has no
defenses to the Issuer’s right to exercise, now or at any time hereafter, any and all rights and
remedies available to the Issuer under the 2016-(A) Bond or Bond Documents, and (iii) releases
the Issuer and its officers, directors, members, employees and representatives from any and all
claims, liabilities and losses related to the Project and/or the 2016-(A) Bond or Bond Documents
and incurred to the date of this Agreement, provided that such release does not affect the rights,
obligations and liabilities of Assignor or Assignee under the 2016-(A) Bond or Bond Documents.

4. Bond Transfer; Assignee’s Investment Confirmation. The 2016-(A) Bond is being

simultaneously assigned herewith. The Assignee hereby confirms that: (i) the Assignee is
acquiring the 2016-(A) Bond as an investment for its own account and not with a view to
distribution or resale; (ii) the Assignee understands the limited source of payment and the limited
security for the 2016-(A) Bond and has conducted its own due diligence investigation as to the
2016-(A) Bond and sources of payment of the 2016-(A) Bond and interest thereon and in the
conduct of such investigation, the transferee has not relied on any representations of the Issuer;
(iii) the Assignee understands the risks involved in investing in the 2016-(A) Bond and has the
financial ability to accept such risk; (iv) the Assignee understands that neither the Issuer, the
Assignor, nor any other Person are required, by the terms of the 2016-(A) Bond or the Bond
Resolution, to provide continuing disclosure with respect to the 2016-(A) Bond under Securities
and Exchange Commission Rule 15c2-12; and (v) the subsequent transfer of the 2016-(A) Bond
by the Assignee shall also be subject to the restrictions contained in the Bond Purchase Agreement.
Without limiting the generality of the foregoing, the Assignor, in its capacity as the “Company”
under the Bond Resolution, hereby specifically consents, pursuant to Section 2.7 of the Bond
Resolution, to the transfer of the 2016-(A) Bond to the Assignee.

5. Amendments to Bond Documents. The Issuer, the Assignor and the Assignee each
specifically consents and agrees that Assignee, as the Holder of the 2016-(A) Bond, is and shall
henceforth be considered to be, the “Company” for all purposes of the Bond Resolution. The other

24
Bond Documents are hereby amended, as appropriate: (i) to substitute the Assignee for the
Assignor as the “Company”, the “Bond Buyer”, the “Seller” and/or the “Purchaser,” as applicable,
and (ii) to provide that the Assignee’s address for notices is [Assignee to provide]. Without limiting
the generality of the foregoing, pursuant to Section 2.7 of the Bond Resolution, the Assignee
hereby agrees to assume the obligations of the Purchaser under the Bond Purchase Loan
Agreement (as such terms are defined in the Bond Resolution) related to the 2016-(A) Bond.

6. Issuance and Registration of Bond. The Assignor shall surrender the original of
Bond No. R-1 to the Registrar for registration of transfer and shall cause a replacement Bond No.
R-2 to be issued and registered in the name of the Assignee. The Assignor represents and warrants
to the Issuer and the Assignee that the schedule of advances and payments attached to Bond R-1,
which is to be attached to Bond R-2, is correct and complete.

7. Issuer’s Financing Fee. The Assignee hereby acknowledges its obligation each
time that a draw is made on the Series 2016-(A) Bond to pay the Issuer its financing fee as provided
in Schedule 2.3 of the MOU.

8. Counterparts. This Assignment may be executed in multiple counterparts, each of

which shall be deemed an original, and all of which shall constitute one and the same agreement.

9. Transfer Instructions. Assignor hereby acknowledges that it has sole responsibility

to provide the transfer instructions required by Section 2.7 of the Bond Resolution.

10. Miscellaneous. This Assignment and Amendment Agreement and the obligations
of the Assignor, the Assignee and the Issuer hereunder shall be binding upon and inure to the
benefit of the Assignor, the Assignee and the Issuer and their respective successors, assigns, heirs,
executors, administrators, and personal representatives, shall be governed by and construed in
accordance with the laws of the State of Georgia and may not be modified or amended in any
manner other than by a written agreement signed by all parties hereto.

11. Recitals. The recitals at the beginning of this Assignment and Amendment
Agreement are part hereof and are incorporated herein by reference.

12. Unassigned Rights. Nothing contained herein shall adversely affect any
Unassigned Rights of the Issuer, any provisions hereof to the contrary notwithstanding. The Issuer
shall be a beneficiary of and shall be entitled to directly enforce all agreements in its favor
contained herein.

25
 IN WITNESS WHEREOF, the undersigned acting by and through their duly authorized
officers have caused this instrument to be executed under seal as of the first date above written.

ASSIGNOR:

Signed and sealed in the presence of: DORAVILLE SIXTY, LLC

a Delaware limited liability company

By: IMS GMD, LLC, its managing member

By: Integral GMD, LLC, its manager

By:__________________________(Seal)
Unofficial Witness Name, Title

Notary Public

My Commission Expires:

[NOTARY SEAL]

26
 ASSIGNEE:

Signed and sealed in the presence of: [INSERT]

______________________________
Unofficial Witness

______________________________
Notary Public

My Commission Expires:

[NOTARY SEAL]

27
 ISSUER’S ACKNOWLEDGEMENT AND RELEASE

The Downtown Development Authority of the City of Doraville (the “Issuer”) hereby
acknowledges and consents to the foregoing Assignment of Bond, Lease and Other Bond
Documents and Amendment to Lease (the “Assignment and Amendment Agreement”), and
agrees to the agreements on its part set forth therein and to the assumption of all obligations of the
Assignor under the Bond Documents by the Assignee. As used herein, capitalized terms shall have
the meanings ascribed thereto in the Assignment and Amendment Agreement.

Signed and sealed in the presence of: DOWNTOWN DEVELOPMENT AUTHORITY

OF THE CITY OF DORAVILLE

Unofficial Witness
By:
Chairman

Notary Public ATTEST:

My Commission Expires:

Secretary

[NOTARY SEAL] [SEAL]

28
 EXHIBIT A

DESCRIPTION OF THE SITE

29
30
31
 EXHIBIT B

BOND DOCUMENTS

1. Bond Resolution adopted August 16, 2016;

2. Limited Warranty Deed dated as of December 30, 2016, recorded January 3, 2017, Deed Book
26009, Page 602, DeKalb County Superior court records;

3. Bond Purchase Loan Agreement dated as of August 1, 2016;

4. Series 2016-(A) Lease Agreement dated as of August 1, 2016;

5. Short Form Lease Agreement, dated as of August 1, 2016, recorded January 3, 2017, Deed Book
26009, Page 610, aforesaid records;

6. Series 2016-(A) Deed to Secure Debt, Assignment of Rents and Leases and Security Agreement
dated as of August 1, 2016, recorded January 3, 2017, Deed Book 26009, Page 681, aforesaid
records;

7. Memorandum of Understanding dated August 16, 2016 (the “MOU”);

8. UCC-1 Financing Statement, Doraville Sixty, LLC, secured party, recorded January 3, 2017,
#0442017000003; UCC-1 Financing Statement, Doraville Sixty, LLC, secured party, recorded
January 3, 2017, Deed Book 26009, Page 704, aforesaid records;

9. Bond R-1, dated December 30, 2016, in the maximum principal amount of $1,500,000,000 (i.e.,
the Series 2016(A) Bond);

10. Amendment, Partial Release and Partial Redemption Agreement, dated June 12, 2017, recorded
June 16, 2017, Deed Book 26322, Page 756, aforesaid records;

11. Quit Claim Deed of Release by Doraville Sixty, LLC for the benefit of Downtown Development
Authority of the City of Doraville, dated as of June 16, 2017, recorded June 16, 2017, Deed Book
26322, Page 767, aforesaid records;

12. UCC-3 Financing Statement Amendment, Doraville Sixty, LLC, secured party, recorded June 16,
2017, Deed Book 26322, Page 771, aforesaid records;

13. Second Amendment, Partial Release and Partial Redemption Agreement, dated October 27, 2017,
recorded November 9, 2017, Deed Book 26593, Page 34, aforesaid records;

14. Quit Claim Deed of Release by Doraville Sixty, LLC for the benefit of Downtown Development
Authority of the City of Doraville, dated as of October 27, 2017, recorded November 9, 2017,
Deed Book 26593, Page 66, aforesaid records;

15. UCC-3 Financing Statement Amendment, Doraville Sixty, LLC, secured party, recorded
November 9, 2017, Deed Book 26593, Page 57, aforesaid records;

16. Except to the extent terminated, the Prior Recognition Agreement (defined below);

17. Third Amendment, Partial Release and Partial Redemption Agreement, dated December 6, 2019,

32
 recorded December 31, 2019, Deed Book 28020, Page 548, aforesaid records;

18. Limited Warranty Deed between Downtown Development Authority of the City of Doraville, as
Grantor and Doraville Sixty, LLC, as Grantee, dated December 26, 2019, recorded December 31,
2019, Deed Book 28020, Page 560, aforesaid records;

19. Quit Claim Deed of Release by Doraville Sixty, LLC for the benefit of Downtown Development
Authority of the City of Doraville, dated December 26, 2019, recorded December 31, 2019, Deed
Book 28020, Page 565, aforesaid records;

20. UCC-3 Financing Statement Amendment, Doraville Sixty, LLC, secured party, recorded
December 31, 2019, Deed Book 28020, Page 570, aforesaid records; and

21. Any other Bond-related documents or instruments between the DDA and Seller of public record
or referred to in any Bond-related documents or instruments between the DDA and Seller of
public record, to the extent still in effect.

33
 ESTOPPEL CERTIFICATE
DORAVILLE SIXTY, LLC

RECITALS

A. Pursuant to a bond resolution adopted by the Downtown Development Authority of the

City of Doraville (the “DDA”) on August 16, 2016 (the “Bond Resolution”), the DDA
issued its Downtown Development Authority of the City of Doraville Taxable Industrial
Development Revenue Bond (Doraville Sixty, LLC Project), Series 2016-(A) (the “2016-
(A) Bond”) in the maximum principal amount of $1,500,000,000 to finance a mixed-use,
transit-oriented development located in Doraville, DeKalb County, Georgia, consisting of
office, retail shopping, residential (excluding single family residential), and other
stipulated purposes, on the land described in the related lease agreement (as amended, the
“Lease”). Such development is sometimes referred to as the “Project”. Pursuant to the
Lease, the DDA leased the Project to Doraville Sixty, LLC, a Delaware limited liability
company (the “Seller”).

CERTIFICATIONS

In conjunction with the acquisition (such transaction, the “Purchase”) of the interests in
the Project owned by the Seller, by Pearl Railroad Assembly Yard, LLC, a Delaware limited
liability company (the "Purchaser"), and the transfer of the 2016-(A) Bond to Purchaser and
assignment by the Seller to, and assumption by, the Purchaser of the rights and obligations under
the Lease and the other Bond Documents (hereafter defined) in connection with the Purchase (such
transaction, the “Assignment”), the Purchaser has requested the DDA to provide a certificate
(“DDA Certificate”). The DDA would not be willing to execute and deliver the DDA Certificate
unless the Seller makes and enters into the certifications and agreements in favor of the DDA that
are set forth below. Therefore, the Seller is hereby making and entering into such certifications
and agreements knowing that the DDA, and the Purchaser as provided below, will rely thereon
and intending to be bound thereby, and Seller acknowledges the receipt of good and sufficient
consideration in exchange therefor.

1. Recitals. The Recitals above are part of this Certificate (the “Seller’s Certificate”) and are
hereby incorporated herein by reference.
2. Beneficiaries; Assignment; Confirmation of DDA Certificate.
2.1. This Seller’s Certificate will inure to the benefit of the DDA and the Purchaser,
respectively, and to the benefit of their respective successors and assigns and will be
binding upon the Seller and its successors and assigns, on and subject to the terms and
conditions hereof, and is made by the Seller with the understanding that the DDA and
the Purchaser each is relying on this Seller’s Certificate in connection with the
Purchase and Assignment.

2.2. A copy of the DDA Certificate is attached as Schedule 2.2 hereto and incorporated
herein by reference. The Seller hereby certifies that all certifications and statements
made in the DDA Certificate with respect to the Seller or the Project are true, accurate,

34
 correct and complete. Without limitation, all such certifications and statements, as to
both the Seller and as to the Project, are hereby deemed made directly by the Seller to
the DDA. The foregoing confirmation, ratification, approval, adoption and deemed
making shall continue in full force and effect notwithstanding any or all of the
certifications, representations, warranties, and agreements made by the Seller in this
Seller’s Certificate.

3. Definitions. The term "Bond Documents" means and refers to the documents and instruments
listed on Schedule 3 attached hereto and incorporated herein by reference. Other capitalized
words and terms that are used but not defined in the body of this Seller’s Certificate shall have
the meanings provided in the Lease, on Schedule 3 hereto or in the MOU (as defined in
Schedule 3).
4. Binding Obligations. The Seller hereby certifies as follows: The Bond Documents are in full
force and effect on the date of this Seller’s Certificate, are subject to no written amendment,
modification or supplement to which the Seller is a party except as set forth in the documents
listed on Schedule 3 hereto, and represent the legal, valid and binding obligations of the Seller,
subject to bankruptcy and similar laws and to principles of equity and similar principles, and
subject, upon its effectiveness, to that certain proposed form of Assignment and Amendment
Agreement, dated as of March __, 2021 among Seller, Purchaser, and the DDA (the
“Proposed Assignment”), which is to be executed and delivered on even date herewith. The
Bond Documents, together with the other documents, agreements and instruments listed on
Schedule 4 attached hereto and incorporated herein by reference, contain all of the written
agreements between the DDA and the Seller with respect to the Project. The Series 2016-(A)
Bond, (a) is outstanding in the principal amount of $36,713,750.00, and (b) has not been
amended or modified except to record prepayments of the Series 2016-(A) Bond in connection
with releases of portions of the land constituting part of the Project pursuant to documents 10,
13 and 17 listed on Schedule 3 hereto (the “Lease Released Parcels”).
5. Compliance with Bond Documents. The Seller hereby certifies as follows: All obligations,
covenants and conditions under the Lease and the other Bond Documents to be performed or
satisfied by the date hereof, by the DDA in favor of the Seller, and by the Seller in favor of the
DDA, have been performed or satisfied. As of the date hereof, (i) there exist no defenses or
offsets to enforcement by the DDA against the Seller of the 2016-(A) Bond or any of the Bond
Documents, (ii) there exist no Events of Default by the DDA or Seller under the 2016-(A)
Bond or any of the other Bond Documents, (iii) there exist no defaults or breaches by the DDA
or Seller under the Series 2016-(A) Bond or any of the other Bond Documents, and no event,
fact or circumstance has occurred or exists which, with the passage of time or the giving of
notice or both, would constitute a default or an Event of Default by the DDA or Seller under
the 2016-(A) Bond or any of the other Bond Documents, and (iv) there exists no claim by a
party to the Lease or the other Bond Documents that another party thereto has asserted in
writing.
6. Lease of Project. The Seller hereby certifies as follows: The DDA has leased the Project to the
Seller pursuant to the Lease, a true and correct copy of which is incorporated into Schedule 6
hereto by reference to Schedule 6 of the DDA Certificate attached hereto. A Short Form Lease
Agreement, dated as of August 1, 2016, was filed for record on January 3, 2017, and recorded

35
 in Deed Book 26009, Page 610, Records of the Clerk of Superior Court of DeKalb County,
Georgia, and has been amended in connection with the releases of the Lease Released Parcels.
7. Fees and Expenses. The Seller hereby certifies as follows: All fees, expenses and other charges
payable by the Seller as of the date hereof to the DDA for its own account under the 2016-(A)
Bond and the Bond Documents have been paid in full and there are no fees, expenses or charges
payable by the Seller to the DDA for its own account under the 2016-(A) Bond or the other
Bond Documents, the payment of which has been incurred by the Seller but which is not due
as of the date hereof. No lease deposit was paid or was to be paid by the Seller to the DDA
under the terms of the Lease.
8. No Termination of Lease. The Seller hereby certifies as follows: The Seller has not provided
the DDA written notice of the Seller’s election to terminate the Lease pursuant to any provision
thereof, except for partial terminations in connection with Lease Released Parcels. The Project
has not been released or removed from the Lease (other than portions of the Project constituting
the Lease Released Parcels). The Project has not been subdivided into Portion Projects. There
are no Portion Bonds that have been issued and are outstanding. Article XI of the Lease
remains in full force and effect.
9. Public Infrastructure.
9.1. According to the Seller’s interpretation, in Section 4.2 of the MOU, (a) the phrase “debt
service for the CID Bonds” includes debt service related to costs other than costs of the
Public Infrastructure as defined in the MOU, and also includes debt service related to
more than one issue of CID Bonds, so long as, in each case, costs of Public Infrastructure
is included in the costs being financed. For the avoidance of doubt, “debt service for the
CID Bonds” includes debt service on the $53,005,000 original aggregate principal
amount of the Assembly Community Improvement District Assessment Bonds
(Assembly District Project), Series 2017A.
9.2. In Section 4.2, the MOU provides that: “The intention of the Parties is that each dollar of
property tax savings resulting from the Transaction ("Property Tax Savings") be
represented by a dollar invested in purposes authorized to be counted by this Section 4.2,
in the categories hereinafter specified.” Accordingly, it is the Seller’s interpretation that
failure to complete the construction of a covered street as described in Schedule 1.8 of
the MOU, does not in and of itself cause a Shortfall, so long as other amounts invested in
authorized purposes are sufficient to avoid a Shortfall.
10. Project Description. According to the Seller’s interpretation, the description of the Project in
Schedule 1.1 of the MOU includes, without limitation, film production facilities so long as the
facilities actually constructed are consistent with such description, including the nature, kind
and location of the Project, and do not cause such description to fail to afford a key from which
the full picture of the Project may be ascertained. The Seller acknowledges that the MOU does
not govern Lease Released Parcels, and the Purchaser has no obligations under the MOU with
respect thereto and the uses thereof.
11. Proposed Construction. Film production facilities of the nature described in the Purchaser’s
Certificate (defined in the DDA Certificate), a copy of which is attached as Schedule 11 hereto
and incorporated herein by reference, are consistent with Seller’s plans for the Project when

36
 the MOU was executed and delivered and are consistent with the description of the Project in
Schedule 1.1 of the MOU, including the nature, kind and location of the Project, and do not
cause such description to fail to afford a key from which the full picture of the Project may be
ascertained. The film production facilities described in the Purchaser’s Certificate are
contained within the description of the Project in Schedule 1.1 of the MOU.

12. Indemnification. The Seller shall indemnify and hold harmless the DDA and its members,
officers, employees and representatives from and against any loss, liability, claim, damage,
or expense, arising out of or related to the Purchase or the Assignment, provided that, if a
court of competent jurisdiction determines that any of the provisions of this paragraph 12
violate O.C.G.A. § 13-8-2 and are applicable to this Seller’s Certificate, the indemnity
contained in this paragraph 12 shall not extend to any indemnification which is prohibited by
O.C.G.A. § 13-8-2. Said indemnity shall survive the closing of the Purchase and the
Assignment.

13. The DDA’s rights and remedies under this Seller’s Certificate are cumulative to all other
rights and remedies of the DDA.

37
The Seller has executed this Seller’s Certificate this _____ day of __________, 2021.

“SELLER”
DORAVILLE SIXTY, LLC,
a Delaware limited liability company

By IMS GMD, LLC, its managing member

By Integral GMD, LLC, its manager

By:________________________________
Name:
Title:

38
 SCHEDULE 2.2

DDA CERTIFICATE

(attached)

SCHEDULE 3

39
 BOND DOCUMENTS1

1. Bond Resolution adopted August 16, 2016;

2. Limited Warranty Deed dated as of December 30, 2016, recorded January 3, 2017, Deed Book
26009, Page 602, DeKalb County Superior court records;

3. Bond Purchase Loan Agreement dated as of August 1, 2016;

4. Series 2016-(A) Lease Agreement dated as of August 1, 2016;

5. Short Form Lease Agreement, dated as of August 1, 2016, recorded January 3, 2017, Deed Book
26009, Page 610, aforesaid records;

6. Series 2016-(A) Deed to Secure Debt, Assignment of Rents and Leases and Security Agreement
dated as of August 1, 2016, recorded January 3, 2017, Deed Book 26009, Page 681, aforesaid
records;

7. Memorandum of Understanding dated August 16, 2016 (the “MOU”);

8. UCC-1 Financing Statement, Doraville Sixty, LLC, secured party, recorded January 3, 2017,
#0442017000003; UCC-1 Financing Statement, Doraville Sixty, LLC, secured party, recorded
January 3, 2017, Deed Book 26009, Page 704, aforesaid records;

9. Bond R-1, dated December 30, 2016, in the maximum principal amount of $1,500,000,000 (i.e.,
the Series 2016-(A) Bond);

10. Amendment, Partial Release and Partial Redemption Agreement, dated June 12, 2017, recorded
June 16, 2017, Deed Book 26322, Page 756, aforesaid records;

11. Quit Claim Deed of Release by Doraville Sixty, LLC for the benefit of Downtown Development
Authority of the City of Doraville, dated as of June 16, 2017, recorded June 16, 2017, Deed Book
26322, Page 767, aforesaid records;

12. UCC-3 Financing Statement Amendment, Doraville Sixty, LLC, secured party, recorded June 16,
2017, Deed Book 26322, Page 771, aforesaid records;

13. Second Amendment, Partial Release and Partial Redemption Agreement, dated October 27, 2017,
recorded November 9, 2017, Deed Book 26593, Page 34, aforesaid records;

14. Quit Claim Deed of Release by Doraville Sixty, LLC for the benefit of Downtown Development
Authority of the City of Doraville, dated as of October 27, 2017, recorded November 9, 2017,
Deed Book 26593, Page 66, aforesaid records;

15. UCC-3 Financing Statement Amendment, Doraville Sixty, LLC, secured party, recorded
November 9, 2017, Deed Book 26593, Page 57, aforesaid records;

16. Except to the extent terminated, Recognition Agreement dated as of June 15, 2017, among the
Downtown Development Authority of the City of Doraville, Doraville Sixty, LLC, the Bank of
the Ozarks, U.S. Bank National Association, as trustee and Assembly Community Improvement
District;

40
17. Third Amendment, Partial Release and Partial Redemption Agreement, dated December 6, 2019,
recorded December 31, 2019, Deed Book 28020, Page 548, aforesaid records;

18. Limited Warranty Deed between Downtown Development Authority of the City of Doraville, as
Grantor and Doraville Sixty, LLC, as Grantee, dated December 26, 2019, recorded December 31,
2019, Deed Book 28020, Page 560, aforesaid records;

19. Quit Claim Deed of Release by Doraville Sixty, LLC for the benefit of Downtown Development
Authority of the City of Doraville, dated December 26, 2019, recorded December 31, 2019, Deed
Book 28020, Page 565, aforesaid records;

20. UCC-3 Financing Statement Amendment, Doraville Sixty, LLC, secured party, recorded
December 31, 2019, Deed Book 28020, Page 570, aforesaid records; and

21. Any other Bond-related documents or instruments between the DDA and Seller of public record
or referred to in any Bond-related documents or instruments between the DDA and Seller of
public record, to the extent still in effect.

1. As amended or affected by the loan and security documents related to AFF II Assembly,
LLC (including the amendment to the above-mentioned Series 2016-(A) Lease Agreement
made by the Prior Recognition Agreement, as defined in said loan and security documents),
and by the loan and security documents related to BI 53 LLC, all to the extent such loan and
security documents are in effect on the date hereof. Amounts owing or to be owed to the
Authority as financing fees pursuant to the Memorandum of Understanding are one-eighth
(1/8) of one percent (1%) of the amount of each draw on the Bond, payable as each draw is
made, commencing with the first draw at Closing, which was previously paid by Seller.

41
 SCHEDULE 4

OTHER DOCUMENTS, AGREEMENTS AND INSTRUMENTS

1. Declaration of Covenants, Conditions and Restrictions for Assembly dated June 16, 2017,
recorded June 16, 2017, Deed Book 26323, Page 7, aforesaid records;

2. First Amendment to Declaration of Covenants, Conditions and Restrictions, dated June 22, 2018,
recorded June 25, 2018, Deed Book 26987, Page 582;

3. Executed or unexecuted Consent to PILOT Agreement by and between Assembly Community

Improvement District, HP Assembly I, LLC and Doraville, Georgia;

4. Consent to First Amendment to Declaration of Covenants, Conditions and Restrictions by

Downtown Development Authority of the City of Doraville, effective June 22, 2018;

5. Second Amendment to Declaration of Covenants, Conditions and Restrictions, dated December

26, 2019, recorded December 31, 2019, Deed Book 28020, Page 580, aforesaid records;

6. Consent to Second Amendment to Declaration of Covenants, Conditions and Restrictions by

Downtown Development Authority of the City of Doraville, effective December 26, 2019.

7. Any documents or instruments of public record or referred to in any documents or instruments of

public record; and

8. Any documents or instruments disclosed by Seller or any person or entity affiliated with Seller to
Purchaser or referred to in any documents or instruments so disclosed.

42
 SCHEDULE 6
LEASE
The Lease is incorporated into this Schedule 6 by reference to Schedule 6 of the DDA Certificate.

43
 SCHEDULE 11

PURCHASER’S CERTIFICATE

(attached)

44
 Downtown Development Authority of the City of Doraville
Taxable Industrial Development Revenue Bond
(Doraville Sixty, LLC Project), Series 2016-(A)
BOND TRANSFER INSTRUCTIONS

To: Doraville Sixty, LLC, as Registrar

You are hereby instructed to transfer the above-captioned Bond (the “2016-(A) Bond”),
upon the surrender and presentation of such 2016-(A) Bond at your principal office, duly endorsed
for transfer or accompanied by an assignment duly executed by the undersigned registered owner
or the registered owner’s attorney duly authorized in writing, in such form as shall be satisfactory
to you, as Registrar, to PEARL RAILROAD ASSEMBLY YARD, LLC, a Delaware limited
liability company (the “Assignee”), the address of which is _________________, Attention:
________________ and the federal E.I.N. of which is ______________.

The Assignee is also to be the assignee of the Lease and other documents referenced in the
2016-(A) Bond (collectively, the “Bond Documents”), and will become the Company and a
permitted transferee of the 2016-(A) Bond. In the Assignment of Bond, Lease and Other Bond
Documents and Amendment to Lease between Doraville Sixty, LLC, and the Assignee, and
acknowledged by the Downtown Development Authority of the City of Doraville (the “Issuer”),
the Assignee has represented that: (i) the Assignee is acquiring the 2016-(A) Bond as an investment
for its own account and not with a view to distribution or resale; (ii) the Assignee understands the
limited source of payment and the limited security for the 2016-(A) Bond and has conducted its
own due diligence investigation as to the 2016-(A) Bond and sources of payment of the 2016-(A)
Bond and interest thereon, and in the conduct of such investigation, the Assignee has not relied on
any representations of the Issuer; (iii) the Assignee understands the risks involved in investing in
the 2016-(A) Bond and has the financial ability to accept such risk; (iv) the Assignee understands
that neither the Issuer, the undersigned, nor any other person are required, by the terms of such
2016-(A) Bond or by the terms of the Bond Resolution referenced therein, to provide continuing
disclosure with respect to the 2016-(A) Bond under Securities and Exchange Commission Rule
15c2-12; and (v) the subsequent transfer of the 2016-(A) Bond by the Assignee shall also be subject
to the restrictions contained in the Bond Resolution.

Upon such registration of transfer, you shall deliver, in exchange for the 2016-(A) Bond so
surrendered, a new 2016-(A) Bond registered in the name of the Assignee of the same series,
maturity, terms, and tenor and bearing a bond number one integral number higher than the number
of the 2016-(A) Bond surrendered for transfer. Upon the issuance of a new 2016-(A) Bond
certificate pursuant to the transfer or replacement of the 2016-(A) Bond, you are to enter on the
Schedule of Advances and Payments appearing at the end of such new 2016-(A) Bond certificate,
the date, type and amount of each advance and the date and amount of each payment of principal
and interest under the surrendered 2016-(A) Bond. The 2016-(A) Bond so surrendered shall be
canceled and destroyed by the Registrar at the time the replacement 2016-(A) Bond is registered
in the name of the Assignee.

This ___ day of _____________, 2021.

45
 DORAVILLE SIXTY, LLC,
a Delaware limited liability company

By: IMS GMD, LLC, its managing member

By: Integral GMD, LLC

By: ____________________________(Seal)
Christopher H. Martorella
Vice President

46
To: DDA Directors
From: Lance Morsell, Executive Director
Date: 03/26/21

MEMORANDUM:

I. CID BOARD MEMBERS: The DDA, as owner of the foregoing realty must

appoint a designated representative to the Assembly Community Improvement

District to represent the DDA on all actions, including, but not limited to, serving

as Elector, Equity Elector, serving as a Board member.

II. Appointment: The document below details the powers granted to the Downtown

Development Authority to appoint a new representative that would represent both

the new owner and the DDA.

III. Conclusion: I recommend that the DDA appoint a new representative. Such action

would revoke any prior appointments.

47
 ELECTOR DESIGNATION
ASSEMBLY COMMUNITY IMPROVEMENT DISTRICT
DEKALB COUNTY, GEORGIA

The Downtown Development Authority of the City of Doraville is the owner, or has
authority to bind the owner, of the following described real property: All that tract or parcel of
land lying and being within the Assembly Community Improvement District (the “CID”), City of
Doraville, Georgia, identified in the list of Tax Parcel(s) attached hereto as Exhibit A (the
“Realty”).

The owner of the foregoing Realty hereby designates _______ as the Designated
Representative of the owner for all purposes and in the taking of all action, including, but not
limited to, serving as Elector, Equity Elector, serving as a Board member, voting in elections, and
voting otherwise, as may be allowed or required under the DeKalb County Community
Improvement District Act of 2008, as amended. It is the owner’s opinion that the Designated
Representative is best suited to represent the interests of the owner in all matters related to the
CID. This Elector Designation revokes and supersedes any previous designation.

This Elector Designation is made for good faith reasons and was not solicited by the
Designated Representative, or anyone acting on his/her behalf, for the sole purpose of casting the
Realty owner’s vote in any particular election to be held by the CID.

It is acknowledged and understood that this may be relied upon by the CID Board of
Directors and City of Doraville, Georgia. This document is executed by the undersigned who
acknowledges it is made under lawful oath and affirmation. Any false statement on this
certification is a violation of Ga. L. 2001, p. 3709, as amended, and Ga. L. 1968, p. 1249, Section
1, O.C.G.A. Section 16-10-71.

_________________________________________
Signature
______________________ ___________________
Printed Name Date

48
 Exhibit A

Parcel ID Numbers:
18 310 06 001 18 322 02 023
18 310 06 002 18 322 02 024
18 310 06 003 18 322 02 025
18 310 06 004 18 322 02 026
18 322 02 002 18 322 02 027
18 322 02 021 18 322 02 028
18 322 02 029

49
 CERTIFICATE OF
PEARL RAILROAD ASSEMBLY YARD, LLC

RECITALS

A. Pursuant to a bond resolution adopted by the Downtown Development Authority of the City of
Doraville (the “DDA”) on August 16, 2016 (the “Bond Resolution”), the DDA issued its
Downtown Development Authority of the City of Doraville Taxable Industrial Development
Revenue Bond (Doraville Sixty, LLC Project), Series 2016-(A) (the “2016-(A) Bond”) in the
maximum principal amount of $1,500,000,000 to finance a mixed-use, transit-oriented
development located in Doraville, DeKalb County, Georgia, consisting of office, retail shopping,
residential (excluding single family residential), and other stipulated purposes, on the land
described in the related lease agreement (as amended, the “Lease”). Such development is
sometimes referred to as the “Project”. Pursuant to the Lease, the DDA leased the Project to
Doraville Sixty, LLC, a Delaware limited liability company (the “Seller”). Seller is selling Pearl
Railroad Assembly Yard, LLC, a Delaware limited liability company (“PRAY”) its interest in the
Project (such transaction, the “Purchase”).

CERTIFICATIONS

In conjunction with the Purchase and the transfer of the 2016-(A) Bond to PRAY and assignment
by the Seller to, and assumption by, PRAY of the rights and obligations under the Lease and the other Bond
Documents (hereafter defined) in connection with the Purchase (such transaction, the “Assignment”),
PRAY has requested the DDA to provide a certificate (“DDA Certificate”). The DDA would not be willing
to execute and deliver the DDA Certificate unless PRAY makes and enters into the certifications and
agreements in favor of the DDA that are set forth below. Therefore, PRAY is hereby making and entering
into such certifications and agreements knowing that the DDA will rely thereon and intending to be bound
thereby, and PRAY acknowledges the receipt of good and sufficient consideration in exchange therefor.

1. Recitals. The Recitals above are part of this Certificate (“PRAY’s Certificate”) and are hereby
incorporated herein by reference.
2. Beneficiaries; Assignment. PRAY’s Certificate will inure to the benefit of the DDA and to the
benefit of its successors and assigns and will be binding upon PRAY and its successors and assigns,
on and subject to the terms and conditions hereof, and is made by the PRAY with the understanding
that the DDA is relying on Certificate in connection with the Purchase and Assignment.
3. Project Description and Certification. The site plan showing the proposed uses of the Project is
attached hereto as Schedule 3 (the “Site Plan”) A significant component of the facilities to be
included in the Project are film production studios and related research and development and high
technology uses, the location of which are substantially within the area designated in the MOU (as
defined in the DDA Certificate) as “the Yards”, as shown on the Site Plan. As planned, the film
production facilities will include, but are not limited to, (a) light manufacturing, including
construction and assembly of film sets, mechanical and equipment assembly, shipping and, (b)
research and development, including digital media platforms and cutting edge robotic uses and (c)
high technology uses, including global gaming production, 3D design, digital media platform
creation, requiring horizontal buildings. Film production studios are also classified for zoning
purposes as “light manufacturing” by the City of Doraville.
The Seller has executed this Seller’s Certificate this _____ day of __________, 2021.

50
“PRAY”
PEARL RAILROAD ASSEMBLY YARD, LLC
a Delaware limited liability company

By:________________________________
Name:
Title:

51
SCHEDULE 3 - SITE PLAN

52