SPECIAL ECONOMIC DEVELOPMENT AGREEMENT

Dated September 1, 2013

by

CITY OF CULLMAN, ALABAMA

and

MRP CULLMAN LLC

This Special Economic Development Agreement was prepared by Heyward C. Hosch of Maynard, Cooper & Gale, P.C., 1901 Sixth Avenue North, 2400 Regions/Harbert Plaza, Birmingham, Alabama 35203-2618.

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SPECIAL ECONOMIC DEVELOPMENT AGREEMENT This SPECIAL ECONOMIC DEVELOPMENT AGREEMENT is made and entered as of September 1, 2013 by the CITY OF CULLMAN, ALABAMA, an Alabama municipal corporation (the "City"), and MRP CULLMAN LLC, a Delaware limited liability company (the "Developer"). Recitals The Developer expects and intends to expand and increase the tax and revenue base of the City by development of commercial enterprises within the corporate limits of the City. The City has agreed to provide the Developer, as provided herein, the within referenced Economic Development Payments. Pursuant to the applicable laws of the State of Alabama, and for the purposes, referenced herein, the City and the Developer have delivered this Agreement. Agreement NOW, THEREFORE, for and in consideration of the premises, and the mutual covenants and agreements herein contained, the City and the Developer hereby covenant and agree as follows:

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ARTICLE 1 DEFINITIONS For purposes of this Agreement the following terms shall have the following meanings: Act of Insolvency shall mean, with respect to any Person, the appointment of a receiver, liquidator or trustee of such Person or any of its Property or assets; or a general assignment by such Person for the benefit of the creditors thereof; or the commencement of proceedings by or against such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law or any jurisdiction, now or hereafter in effect. Calendar Quarter shall mean a period of three consecutive calendar months. Economic Development Payments shall mean collectively the payments to be made by the City to the Developer pursuant to Section 4.02. Effective City Sales Tax Rate shall mean the sum of the percentage amounts allocated to the City of the rates at which the Local Sales Taxes are levied, as set forth and defined on Exhibit D hereto. Effective Date shall mean September 1, 2013. Enabling Law shall mean Amendment No. 772 of the Constitution of Alabama of 1901, as amended, as at any time amended or supplemented, or any successor provision of law. Existing Project Business shall mean and include (a) any Person identified on Exhibit B and any Successor thereof and (b) any Relocated Business and any Successor thereof. Existing Project Business Sales Tax Period shall mean the period beginning on the Effective Date and ending on August 31, 2016. Existing Project Business Sales Tax Proceeds shall mean and include the net proceeds from the levy of Local Sales Taxes within the Project Area which (a) are actually received, determined on the basis of the Effective City Sales Tax Rate, by the City from Existing Project Businesses and (b) the City is authorized by law to use for any lawful purpose without restriction thereupon (i) provided by law or (ii) provided by ordinance or resolution of the City in effect on the Effective Date. Existing Project Businesses shall mean and include collectively each Existing Project Business.

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Fiscal Year shall mean the twelve (12) month period ending on September 30 or such other 12-month period as shall be established from time to time by the City as the Fiscal Year thereof. Local Sales Taxes, as used herein, (a) shall mean and include all privilege license and excise taxes levied at rates in effect on the Effective Date, as set forth on Exhibit D, by the State of Alabama and Cullman County, Alabama, under the following acts of the Legislature of the State of Alabama, a portion of the net proceeds of which are allocated and distributed to the City: (1) Act No. 63-66 of the 1963 Alabama Legislature (Second Special Session), as amended by Act No. 2469 of the 1971 Alabama Legislature (Special Session); Act No. 30 of the 1975 Alabama Legislature (Special Session); Act No. 81-599 of the 1981 Alabama Legislature (Regular Session); Act No. 93-705 of the 1993 Alabama Legislature (Regular Session); and

(2) (3) (4)

(b) shall not mean or include any tax levied by the City, including without limitation any alcohol tax, business license tax, lodging tax, sales and use tax, or any tax levied by the City pursuant to Ordinance No. 2003-13, Ordinance No. 2003-14, Ordinance No. 2005-20, Ordinance No. 2007-7, Ordinance No. 2010-02, Ordinance No. 2010-10, Ordinance No. 2011-09, or Ordinance No. 2013-14, as any of the same may be amended. New Project Business Sales Tax Period shall mean the period (a) beginning on the first to occur of (i) the date on which the Developer shall have poured foundations within the Project Area for a New Project Business, or (ii) September 1, 2015, and (b) ending on the seventh anniversary of the date on which the New Project Business Sales Tax Period is determined to have begun. New Project Business Sales Tax Proceeds shall mean and include the net proceeds from the levy of Local Sales Taxes within the Project Area which (a) are actually received, determined on the basis of the Effective City Sales Tax Rate, by the City from New Project Businesses and (b) the City is authorized by law to use for any lawful purpose without restriction thereupon (i) provided by law or (ii) provided by ordinance or resolution of the City in effect on the Effective Date. New Project Businesses shall mean and include collectively (a) a national or regional grocer and (b) each other Person (i) who shall, after the Effective Date, receive a business license or permit from the City for the conduct, engagement, or operation of any trade, business, vocation, occupation or profession within the Project Area and (ii) who is not an Existing Project Business. Developer shall mean MRP Cullman LLC, and the successors and assigns thereof. Payment Request shall mean a Request for Payment of Economic Development Payments in form and of content as set forth on Exhibit C hereto.

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Permitted Assignee shall mean any Person who shall have provided, or contractually agreed in writing to provide, credit facilities to or for the benefit of the Developer with respect to the capital improvement of the Project. Person shall include any individual, corporation, general or limited partnership, joint venture, limited liability company or partnership, association, trust, unincorporated organization and any government or any agency or political subdivision thereof. Project shall mean the real property and improvements located within the City at Second Avenue NW, Cleveland Avenue, NW, Katherine Street, NW, and Loring Street, NW, bordering and encompassed by the regional shopping center in excess of 200,000 square feet known as "Cullman Shopping Center", as more particularly set forth on Exhibit A hereto. Project Area shall mean and include that portion of the real property described on Exhibit A hereto which is controlled or owned by the Developer. Project Property Tax Proceeds shall mean and include the proceeds from the levy of ad valorem taxes (by any taxing authority) with respect to property (real, personal or mixed) controlled or owned by the Developer and located within the Project Area which (i) are actually received by the City and (ii) the City is authorized by law to use for any lawful purpose without restriction thereupon provided by law. Project Tax Proceeds shall mean collectively: (i) the Existing Project Business Sales Tax Proceeds, (ii) the New Project Business Sales Tax Proceeds, and (iii) the Project Property Tax Proceeds. Quarterly Payment Date shall mean the twenty-fifth (25th) day of the second month of a Calendar Quarter. Relocated Business shall mean and include any Person who (a) holds a business license or permit from the City, or is located in Cullman County, Alabama and outside the corporate limits of the City, with respect to any trade, business, vocation, occupation or profession which, on the Effective Date, is located at one or more locations outside of the Project Area, and (b) after the Effective Date (i) ceases business operations at any location or locations outside the Project Area and (ii) establishes business operations, in the same line or type of business as that ceased, within the Project Area. Successor shall mean any Person who succeeds to the business operations of an Existing Project Business at the Project, and shall include, without limitation, any Person (a) with which an Existing Project Business is consolidated, or (b) into which, or with which, an Existing Project Business is merged, or (c) who acquires a controlling interest in and to substantially all of the assets and property (tangible or intangible) of an Existing Project Business (whether by consensual transaction or by takeover or by foreclosure or other legal process or remedy), or (d) is the result of the change of name by an Existing Project Business, or the business reorganization of an Existing Project Business, or the reincorporation or conversion from one form of business entity to another form of business entity by an Existing Project Business, or (e) otherwise succeeds to the rights, titles and interests of an Existing Project Business.

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Termination Date shall mean that date on which the City shall have no obligation to make any payment of Economic Development Payments under this Agreement pursuant to Section 4.01(4). Total City Commitment shall mean an amount up to and not to exceed $6,000,000.

ARTICLE 2 REPRESENTATIONS AND WARRANTIES SECTION 2.01 The City. The City hereby represents as follows: (1) The City has corporate power and authority to enter into this Agreement, pursuant to the Enabling Law and to carry out its obligations hereunder and by proper corporate action the City has duly authorized the execution, delivery and performance of this Agreement. (2) The City seeks to achieve, by undertaking its obligations pursuant to the City Agreement and the Resolution, to promote the local economic and industrial development of the City, to increase employment in the City, and to increase the tax and revenue base of the City, by retaining existing commercial retail businesses in improved facilities in Cullman Shopping Center and by attracting nationally recognized commercial retail businesses who have expressed interest in Cullman Shopping Center. (3) The expenditure of public funds represented by the Economic Development Payments for the purposes set forth in this Agreement (i) will result in direct financial benefits to the City and (ii) will serve a valid and sufficient public purpose, notwithstanding any incidental benefit accruing to any private entity or entities. (4) The indebtedness of the City incurred pursuant to the Enabling Law, including the Total City Commitment, is less than fifty percent (50%) of the assessed value of the taxable property in the City as determined for state taxation for the Fiscal Year immediately preceding the Effective Date. (5) All acts, conditions and things required by the Constitution and laws of the State of Alabama to happen, exist, and be performed precedent to and in the execution, registration, and delivery of this Agreement have happened, do exist, and have been performed in due time, form and manner as required by law. SECTION 2.02 The Developer. The Developer hereby represents and warrants:

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(1) The Developer is duly organized, validly existing and in good standing as a limited liability company under the laws of the State of Delaware and has duly authorized the execution, delivery and performance of this Agreement. (2) The Developer is duly registered and qualified to do business in Alabama.

ARTICLE 3 DURATION OF AGREEMENT The obligations of the City and the Developer hereunder shall arise on the Effective Date and shall continue until and terminate upon the Termination Date, except with respect to any specific agreement or covenant which by its terms expressly survives termination of this Agreement.

ARTICLE 4 AGREEMENTS AND OBLIGATIONS OF THE CITY SECTION 4.01 Nature, Amount and Duration of Obligation of City . The City and the Developer agree: (1) Purpose. Pursuant to this Agreement, the City has agreed to pay to the Developer in arrears the Economic Development Payments determined by the City to be due and payable in accordance with the terms hereof. (2) Limited Obligation. Economic Development Payments: (a) The obligation of the City for the payment of the

is a limited obligation payable solely from the Project Tax Proceeds;

(b) shall never constitute a general obligation, or a charge against the general credit or taxing powers, of the City within the meaning of any constitutional provision or statutory limitation whatsoever; (c) is subject to (i) all prior pledges of the Project Tax Proceeds for the benefit of long term indebtedness of the City and (ii) in accordance with Johnson v. Sheffield, 183 So. 265 (Ala. 1938), the law-imposed requirement that, if necessary, there must first be paid from all Project Tax Proceeds the legitimate and necessary governmental expenses of operating the City. (3) Limitations Upon Total Amounts of Economic Development Payments. Anything in this Agreement to the contrary notwithstanding, the maximum amount of Economic Development Payments the City shall pay under this Agreement during the term hereof shall not exceed the Total City Commitment.

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(4) Duration and Termination. Anything in this Agreement to the contrary notwithstanding, the City shall have no obligation to pay any amount of Economic Development Payments under this Agreement from and after that date on which the City shall have: (a) paid Economic Development Payments hereunder in an aggregate amount equal to the Total City Commitment; or (b) terminated this Agreement pursuant to Section 6.02(2). (5) No Obligation of Officers, Members of Governing Body of City, Etc. No covenant or agreement contained in this Agreement shall operate or be construed as a covenant or agreement of any officer, agent, employee, or member of the governing body of the City in the individual capacity thereof and none of such persons shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the authorization, delivery or performance of this Agreement. SECTION 4.02 Payments. (1) Determination and Payment of Economic Development

Economic Development Payments.

The City shall pay to the Developer, or to any Permitted Assignee as provided herein, the Economic Development Payments, upon receipt, prior to the Termination Date, of a Payment Request properly completed and executed with respect thereto, subject to the limitations upon the amounts of such Economic Development Payments set forth in Section 4.01(3) and after deduction therefrom of the amounts determined by the City under Section 4.02(3) as follows: (a) Existing Project Business Sales Tax Proceeds. On each Quarterly Payment Date during the Existing Project Business Sales Tax Period, and on the Quarterly Payment Date that next succeeds the last day of the Existing Project Business Sales Tax Period, the City shall pay to the Developer one-half () of the Existing Project Business Sales Tax Proceeds received by the City during the then immediately preceding Calendar Quarter. (b) New Project Business Sales Tax Proceeds. On each Quarterly Payment Date during the New Project Business Sales Tax Period, and on the Quarterly Payment Date that next succeeds the last day of the New Project Business Sales Tax Period, the City shall pay to the Developer one-half () of the New Project Business Sales Tax Proceeds received by the City during the then immediately preceding Calendar Quarter. (c) Project Property Tax Proceeds. On February 1 in each of the years 2014 through 2023, inclusive, the City shall pay to the Developer all of the Project Property Tax Proceeds received by the City for the then immediately preceding Fiscal Year. (2) Successors.

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For all purposes of determining the amount of Economic Development Payments due hereunder, each Successor shall be treated as an Existing Project Business. (3) Deduction for Costs.

The City shall deduct from the Economic Development Payments determined under Section 4.02(1) the reasonable costs incurred by the City in the determination of such amounts. (4) Special Payments in Respect of Law-Imposed Requirement.

The City agrees that, if the City does not pay any amount of Economic Development Payments when and as due under Section 4.02(1), as a result of the use of such amounts for purposes referenced in Section 4.01(2)(c), then (i) the amounts thereof which shall not have been paid will remain outstanding and due and owing to the Developer, or Permitted Assignee, as the case may be, until paid in full, and (ii) the City will pay all such amounts to the Developer, or Permitted Assignee, as soon as practical solely from the Project Tax Proceeds. (5) Payments. Authorization and Direction to City Officers to Pay Economic Development

The City does hereby authorize and direct the Mayor and the Treasurer (or any successor to the functions thereof) of the City to pay the Economic Development Payments in the amounts and at the times the Economic Development Payments become due and payable as provided herein. (6) Payments to Developer and Permitted Assignee.

(a) The City shall pay all Economic Development Payments only (i) to the Developer or (ii) to any Permitted Assignee in whose name this Agreement shall be registered as provided in Section 7.08 hereof. (b) All payments to the Developer, or to any Permitted Assignee, of any Economic Development Payments by the City shall be valid and effectual to satisfy and discharge the obligation of the City therefor to the full extent of the amounts so paid. SECTION 4.03 Inspection of Records The City will permit any attorneys, accountants or other agents or representatives designated by the Developer or any Permitted Assignee to visit and inspect any of the accounting systems, books of account, and financial records and properties of the City which pertain to the determination of Economic Development Payments, not more frequently than once in each Calendar Quarter, all at reasonable business times and upon reasonable notice.

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ARTICLE 5 OBLIGATIONS OF THE DEVELOPER (1) The Developer hereby agrees to duly and punctually observe and perform all agreements thereof under this Agreement. (2) During the term of this Agreement, the Developer shall (i) make a new investment of not less than $10,000,000 within eight years for the development, expansion, and redevelopment of the Project and (ii) complete a comprehensive capital improvement of the Project including, without limitation, architectural improvements, landscaping and hardscaping improvements, and structural improvements. (3) The Developer shall cause to be delivered to the City an executed lease agreement with a national retailer or tenant, which shall be a New Project Business, by September 1 , 2015. (4) The Developer shall use the proceeds of the Economic Development Payments solely for the purpose of development and operation of the Project. (5) The Developer will pay all fees and expenses of the City, including counsel therefor, in connection with the execution and delivery of this Agreement. (6) (a) The Developer agrees to defend, protect, indemnify, and hold harmless the City, its agents, employees, and members of its governing body, from and against all claims or demands, including actions or proceedings brought thereon, and all costs, expenses, and liabilities of any kind relating thereto, including reasonable attorneys fees and cost of suit, arising out of or resulting from any of the following, provided, however, that the foregoing indemnity will not extend to the negligent misconduct of the City, its agents, employees, and members of its governing body: (i) any construction activity performed by Developer, or anyone claiming by through, or under Developer; and (ii) any loss of life, personal injury, or damage to property arising from or in relation to the entry upon, construction, use, operation or occupancy of the Project, including, without limitation, tenants, customers and invitees of the Project and/or Developer. (b) The agreements and covenants in this Article 5 shall survive the termination of this Agreement with respect to events or occurrences happening prior to or upon the termination of this Agreement and shall remain in full force and effect until commencement of an action with respect to any thereof shall be prohibited by law.

(7) The Developer agrees that if the Developer fails to perform the obligations thereof under Article 5(3): (a) the Developer shall, upon written demand by, and at the sole option of, the City, repay to the City an amount equal to the total amount of Economic

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Development payments the Developer, or any Permitted Assignee, shall have received from the City hereunder prior to the date of such demand by the City, and (b) the City may, at the sole option thereof, suspend, withhold, or terminate, in whole or in part, payment of the Economic Development Payments to the Developer, or any Permitted Assignee, from and after the said date of such demand for repayment thereof by the City under Article 5(7) (a), until such date as the City shall determine the Developer is in compliance with Article 5(3), whereupon the City shall thereafter make Economic Development Payments in accordance with the terms hereof; provided, however, the City shall have no liability or obligation to pay any Economic Development Payments for the period in which such payments were suspended, withheld, or terminated under this Article 5(7)(b). .

ARTICLE 6 EVENTS OF DEFAULT AND REMEDIES SECTION 6.01 Events of Default. Any one or more of the following shall constitute an event of default by the City or the Developer hereunder (an "Event of Default") under this Agreement: (1) default in the performance, or breach, of any covenant or warranty of the City in this Agreement, including without limitation default in the payment of any Economic Development Payments under Section 4.02 hereof, and the continuance of such default or breach for a period of 30 days after there has been given, by registered or certified mail, to the City by the Developer a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a notice of default hereunder, provided that if such default is of a kind which cannot reasonably be cured within such thirty-day period, the City shall have a reasonable period of time within which to cure such default, provided that it begins to cure the default promptly after its receipt of such written notice and proceeds in good faith, and with due diligence, to cure such default; or (2) default in the performance, or breach, of any covenant or warranty of the Developer in this Agreement, and the continuance of such default or breach for a period of 30 days after there has been given, by registered or certified mail, to the Developer by the City a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a notice of default hereunder, provided that if such default is of a kind which cannot reasonably be cured within such thirty-day period, the Developer shall have a reasonable period of time within which to cure such default, provided that it begins to cure the default promptly after its receipt of such written notice and proceeds in good faith, and with due diligence, to cure such default; or (3) an Act of Insolvency occurs with respect to the Developer.

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SECTION 6.02 Remedies. (1) Each party hereto may proceed to protect its rights and interests by suit in equity, action at law or other appropriate proceedings, whether for the specific performance of any covenant or agreement of any other party herein contained or in aid of the exercise of any power or remedy available at law or in equity. (2) Anything in this Agreement to the contrary notwithstanding, the City may terminate this Agreement upon the occurrence of an Event of Default under Section 6.01(2) or Section 6.01(3), whereupon the City shall have no further obligation hereunder. SECTION 6.03 Remedies Subject to Applicable Law. All rights, remedies and powers provided by this Agreement may be exercised only to the extent the exercise thereof does not violate any applicable provision of law in the premises, and all the provisions of this Article are intended to be subject to all applicable mandatory provisions of law which may be controlling in the premises and to be limited to the extent necessary so that the same will not render this Agreement invalid or unenforceable.

ARTICLE 7 PROVISIONS OF GENERAL APPLICATION SECTION 7.01 Enforceability. The provisions of this Agreement shall be severable. In the event any provision hereof shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any of the remaining provisions hereof. SECTION 7.02 Prior Agreements Cancelled. This Agreement shall completely and fully supersede all other prior agreements, both written and oral, by the parties hereto relating to the matters contained herein. None of the parties hereto shall hereafter have any rights under any of such prior agreements but shall look to this Agreement for definition and determination of all of their respective rights, liabilities and responsibilities relating to the matters contained herein. SECTION 7.03 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute but one and the same agreement.

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SECTION 7.04 Binding Effect; Governing Law. (1) This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective successors and assigns except as otherwise provided herein. (2) Alabama. This Agreement shall be governed exclusively by the laws of the State of

SECTION 7.05 Notices. (1) All notices, demands, consents, certificates or other communications hereunder shall be in writing, shall be sufficiently given and shall be deemed given when delivered personally to the party or to an officer of the party to whom the same is directed, or mailed by registered or certified mail, postage prepaid, or sent by overnight courier, addressed as follows: (a) if to the City: (b) if to the Developer: 2801 Highway 280 South Suite 345 Birmingham, Alabama 35223

City Hall 204 2nd Avenue NE Cullman, Alabama 35055

(2) Any such notice or other document shall be deemed to be received as of the date delivered, if delivered personally, or as of three (3) days after the date deposited in the mail, if mailed, or the next business day, if sent by overnight courier. SECTION 7.06 Delegation and Assignment of this Agreement by Developer. (1) The Developer shall have no authority or power to, and shall not, delegate to any Person the duty or obligation to observe or perform any agreement or obligation of the Developer hereunder. (2) (a) The Developer may, with prior written notice to, and prior written consent (which the City shall not unreasonably withhold, delay or condition) of, the City, assign or pledge any right of the Developer hereunder or any interest of the Developer herein only to a Permitted Assignee. (b) Any Permitted Assignee may, with prior written notice to, and prior written consent of, the City, assign or pledge any right of such Permitted Assignee hereunder or any interest of such Permitted Assignee herein only to another Permitted Assignee. (c) The Developer, or any Permitted Assignee in whose name this Agreement is registered, may assign or pledge this Agreement only in accordance with the provisions of Section 7.08.

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SECTION 7.07 Amendments This Agreement may be amended or supplemented only by an instrument in writing duly authorized, executed and delivered by the City and the Developer , or any Permitted Assignee in whose name this Agreement shall be registered as provided in Section 7.08. SECTION 7.08 Agreement Not To Be a Negotiable Instrument; Registration of Agreement and Assignment or Pledge of this Agreement. ( a) This Agreement (i) shall not operate or be construed as a negotiable instrument under the laws of the State of Alabama (including without limitation the Uniform Commercial Code as at any time in effect in Alabama) and (ii) may not be assigned, pledged, or transferred except in accordance with this Section. (b) This Agreement shall be registered in the name of the Developer, or any Permitted Assignee, on the books of the City maintained for such purpose. The Developer, or any Permitted Assignee in whose name this Agreement shall be registered as provided herein, may, upon prior compliance with Section 7.06, assign or pledge any right hereunder or interest herein only upon (i) surrender of this Agreement to the City, (ii) recordation of such assignment or pledge on such books, and (iii) endorsement of such assignment or pledge by the City on the Registration of Ownership attached hereto. The Developer, or any such Permitted Assignee, shall pay all expenses of the City in connection with compliance with Section 7.06 and this Section. (c) Each Permitted Assignee shall take this Agreement subject to all payments of Economic Development Payments that shall have been made hereunder, and all amendments, modifications and supplements that shall have been made hereto, prior to the date of registration of this Agreement in the name of such Permitted Assignee.

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Execution and Registration IN WITNESS WHEREOF, the City has caused this Agreement to be executed in its name, under seal, and the same attested, and registered as a conditional claim against the Economic Development Payments, by officers thereof duly authorized thereunto, and caused this Agreement to be dated the Effective Date.

CITY OF CULLMAN, ALABAMA

SEAL

By Its Mayor

ATTEST: Its

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Execution

IN WITNESS WHEREOF, the Developer has caused this Agreement to be executed in its name, under seal, by legal representatives thereof duly authorized thereunto, and caused this Agreement to be dated the Effective Date.

MRP CULLMAN LLC

By Its

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REGISTRATION OF OWNERSHIP This Agreement is recorded and registered on the books of the City of Cullman, Alabama, maintained for such purposes, in the name of the last Person (who shall be the Developer or a Permitted Assignee under the Agreement) named below and the Economic Development Payments shall be payable only to such Person. Signature of Authorized Officer of City ________________ ________________ ________________ ________________

Date of Registration September 1, 2013 ________________ ________________ ________________

In Whose Name Registered MRP Cullman LLC ________________ ________________ ________________

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EXHIBIT A Project Area

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EXHIBIT B Existing Project Businesses

ABC Store Shoe Department (Encore) Rue 21 Classy Nails Belk J.C. Penny Rite Aid Radio Shack (Helms Stereo Center) Books-A-Million Merle Norman Salon Generations Gentiva Premier Bank Hardees Peoples Bank (ATM)

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EXHIBIT C Request for Payment of Economic Development Payments

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Request for Payment of Economic Development Payments From: MRP Cullman LLC To: City of Cullman, Alabama

Date: _______________, 20__ Re: Special Economic Development Agreement dated September 1, 2013 by City of Cullman, Alabama ( the "City") and MRP Cullman LLC (the "Developer"). ______________________________________________________________________________________

1. Capitalized terms used herein shall have the respective meanings assigned in the above Agreement. 2. The undersigned, as Developer or Permitted Assignee under the above Agreement, hereby requests payment by the City of the following Economic Development Payments, to be determined by the City as provided in the Agreement: ____ Pursuant to Section 4.02(1)(a) of the Agreement, Existing Project Business Sales Tax Proceeds for the Calendar Quarter ____________, 20__ to ________________, 20__, which Calendar Quarter does not extend beyond August 31, 2016; ____ Pursuant to Section 4.02(1)(b) of the Agreement, New Project Business Sales Tax Proceeds for the Calendar Quarter _______________, 20__ to _________________, 20__, which Calendar Quarter does not extend beyond the last date of the New Project Business Sales Tax Period; ____ Pursuant to Section 4.02(1)(c) of the Agreement, Project Property Tax Proceeds for the Fiscal Year ending September 30, 20__, which Fiscal Year is not later than the Fiscal Year ending September 30, 2022. 3. The undersigned does hereby certify, represent and warrant that the total amount of Economic Development Payments the City has paid under the Agreement: (a) is derived solely from property within the Project Area which is owned or controlled by the Developer; and (b) for the entire term in which this Agreement shall have been in effect (____________) is $_______________, which amount, together with the amounts requested hereby, do not exceed the Total City Commitment. IN WITNESS WHEREOF, the undersigned Developer has caused this instrument to be executed in its name, under seal, by an officer thereof duly authorized thereunto. _____________________________________ as Developer or Permitted Assignee By __________________________________ Its __________________________________

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EXHIBIT D Local Sales Taxes

Act No. 63-66; 2469 75-30 81-599 93-705 71-

Total Rate 1.00% 1.00% 1.00% 1.00% 4.00%

Term N/A N/A N/A N/A

City Portion[1] 0.40% 0.50% 0.45% 0.40% 1.75%

Taxing Authority State State State Cullman County

[1] The amount of 1.75% is defined in the Agreement as the Effective City Sales Tax Rate.

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