STATE OF ALABAMA )JEFFERSON COUNTY )

REAL ESTATE SALES CONTRACT

THIS REAL ESTATE CONTRACT ("Contract") is made by and between Hoover Investment

Partners, LLC, a Georgia limited liability company (hereinafter referred to as "Seller"), and the City of

Hoover, Alabama, an Alabama municipal corporation (hereinafter referred to as "Purchaser").

WHEREAS, Seller has planned to construct a roadway(s) on real property in that area labeled

"Main Entry Drive" as shown on Exhibit A-I attached hereto and incorporated herein by reference

(hereinafter referred to as the "Roadway"); and

WHEREAS, the Purchaser desires to purchase such Roadway, including all improvements thereto

such as water, sewer, and cable (hereinafter referred to as the "Roadway Improvements"), and the

surrounding real property as further described herein from Seller following completion thereof for use by the

public and the citizens of the City of Hoover; and

WHEREAS, no portion of the Property as described herein will inure to the benefit of any private

person, firm or entity.

ARTICLE I

PURCHASE AND SALE

Seller agrees to sell and Purchaser hereby agrees to purchase the Roadway, Roadway Improvements,

and all rights-of-way adjacent thereto, and the surrounding real property, depicted by the hatched area on

Exhibit A-I, located in Jefferson County, Alabama consisting of approximately 2.41 acres, more or less,'

together with all rights and the appurtenances pertaining to the property (all of such real property and

property rights being hereinafter referred to as the "Property"), for the consideration and subject to the

terms, provisions and conditions hereinafter set forth.

II The Property to be purchased is more particularly described on Exhibit A-I attached hereto and incorporated hereinby reference. The fmallegal description for the Property sold to be shown on the deed transfer shall be provided bySeller to Purchaser as a part of the fmal survey pursuant to Article 3.03 hereof.

ARTICLE II

PURCHASE PRICE

2.0 1 The total purchase price, for the Property shall be Eight Hundred Seventy Five Thousand

and nollOO Dollars ($875,000.00) (hereinafter referred to as the "Purchase Price"i, less credits and

deductions as provided for herein and shall be paid as follows:

(a) The Purchase Price (said amount, together with any interest accruing thereon,

hereinafter referred to as the "Escrow Amount") shall be deposited by Purchaser in a trust account

maintained by Land Title Company of Alabama (the "Escrow Agent"), to be applied against the Purchase

Price. The Escrow Amount shall be deposited with the Escrow Agent within three (3) business days

following the effective date of this Contract, which shall be the last date on which either party executes this

Contract (the "Effective Date"). An escrow agreement shall be executed between the parties hereto and the

Escrow Agent.

(b) Any interest earned on the Escrow Amount shall inure to the benefit of the

Purchaser and, at Purchaser's option, may be credited towards any closing expenses for which the Purchaser

is responsible under the provisions of this Contract.

(c) The Escrow Amount shall be held by Escrow Agent until Closing or such time as

distribution is otherwise provided for herein.

ARTICLEll

CONDITIONS TO OBLIGATIONS OF PURCHASE BY PURCHASER

The obligations of Purchaser hereunder to consummate the purchase contemplated hereby are, at the

option of Purchaser, subject to the satisfaction of each of the following conditions:

3.01 Omitted.

3.02 Title Insurance. Purchaser must receive from Seller, within ten (10) days following the

execution of this Contract, a title insurance binder on the Property issued by a title insurance company

2 The Purchase Price may be modified by the parties according to the provisions of Article 3.05 hereof.

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acceptable to Purchaser, with a legible copy of any exceptions listed in the binder. In the event the binder

contains exceptions which prohibit the public use of the Property as intended and designed by Seller,

Purchaser shall have the right to give written notice of the same to Seller and demand that all unacceptable

exceptions (1) be eliminated by satisfaction or release of the underlying conditions or such other action as

may be necessary to remove said exceptions or (2) be affirmatively insured against, as approved in the sole

discretion of the Purchaser. Said notice shall be given to Seller by the Purchaser within ten (l0) days

following receipt of said binder and all exceptions. Seller shall have no obligation to cure title objections. In

the event Seller is unwilling or unable to fulfill Purchaser's demand(s), then this Contract, in the sole

discretion of the Purchaser, shall be terminated.

3.03 Survey. Purchaser shall receive, within ten (10) days of the execution of this Contract, a

current survey of the Property, prepared by a licensed surveyor acceptable to Purchaser. Following

completion of the Roadway Improvements, Seller shall provide to Purchaser an "as built" survey of the

Roadway Improvements, including a legal description of the Property and the Roadway Improvements. Said

survey shall be staked on the ground and shall show the location of the Property, including all Roadway

Improvements and rights-of-way on or adjacent to the Property, and shall contain (i) the surveyor's

certification that there are no encroachments on the Property except those shown, (ii) the location of the

Property within the 100-year Flood Plain, and (iii) the exact acreage to the nearest one hundredths of an acre.

In the event that any portion of the survey is unacceptable to Purchaser, Purchaser shall have the

right to give written notice to the Seller within ten (10) days of the receipt of the survey by the Purchaser, of

the same and demand that all such unacceptable portions be eliminated or modified in a manner acceptable to

Purchaser with ten (10) days after receipt of such notice. In the event the Seller is unwilling or unable to

eliminate or modify the unacceptable portion to the satisfaction of Purchaser, then this Contract, at the option

of Purchaser, in its sole discretion, shall be terminated.

3.04 Environmental Assessment Report. Within ten (10) days of the execution of this

Contract, Seller shall provide (i) a Phase I Environmental Assessment Report to Purchaser that is addressed

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to and issued in the name of the Purchaser and performed by a qualified engineering firm approved by the

Purchaser, or (ii) a copy of the Phase I Environmental Assessment Report issued to Seller that includes a

reliance letter from the firm producing such Report stating that Purchaser may rely thereon. Said Report

shall list the presence of hazardous materials and any contamination of any portion of the Property. Seller

shall bear the full costs of such Phase I Environmental Assessment Report and the cost of any reliance letters

issued thereunder.

In the event that the Environmental Assessment Report is unacceptable to the Purchaser, Purchaser

may give written notice to the Seller within twenty (20) days of the receipt of the Phase I study that

Purchaser desires to terminate this Contract or that Purchaser desires to obtain (at the Purchaser's sole

discretion) a Phase II Assessment and/or additional Environmental Assessment of the Property. The cost of

the Phase ITEnvironmental Assessment and/or other additional Environmental Assessment of the Property

shall be borne by the Seller. If the Purchaser, in its sole discretion, determines that any Environmental

Assessment is not satisfactory to the Purchaser, Purchaser may, in its sole discretion, terminate this Contract

by giving written notice to the Seller within twenty (20) days of the date of receipt of the last Environmental

Assessment Report.

Following completion of construction, Seller shall obtain an update to the Phase I Environmental

Assessment Report stating that there are no new environmental condition findings to the Report from the

initial Phase I Report and shall include such update, along with a reliance letter from the firm stating that the

Purchaser may rely on the Report, with its Notice of Completion as described in Section 6.01.

3.05 Appraisal. Within sixty (60) days of the execution of this Contract, Purchaser shall obtain

an appraisal of the Property at Purchaser's expense. In the event that the Property does not appraise for at

least the Purchase Price, then Seller and Purchaser agree that the Purchase Price shall be reduced to the

amount of the appraisal and the appraised amount shall become the revised Purchase Price.

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3.06 Public Sewer. Seller shall provide public sewer to Purchaser (i) to a point located at the

farther most point of the main boulevard on the back side of the Property opposite from Highway ISO/John

Hawkins Boulevard or (ii) to another mutually agreed upon location.

3.07 Omitted.

3.08 Conditions to Purchase. If all Conditions to Obligation of Purchase, as provided for in

Article III, are not met to the satisfaction of the Purchaser, in its sole discretion, the Purchaser may elect to

terminate this Contract without further obligation to the Seller. Thereafter, this Contract shall terminate, the

Escrow Amount (including any interest thereon) shall be fully refunded to Purchaser, and neither party shall

be under any further obligation to the other.

Except as may be expressly agreed to in writing to the contrary, upon Closing, all of the foregoing

conditions shall be deemed waived and/or satisfied to Purchaser's satisfaction.

3.09 Satisfaction of Contingencies. Notwithstanding any provision herein to the contrary, unless

objections are raised by the Purchaser within seventy (70) days after the Effective Date, all contingencies in

this Article III, with the exception of the Public Sewer contingency provided in Section 3.06 and the final

Phase I Environmental Assessment Report as provided in 3.04, shall be deemed satisfied and Purchaser shall

be deemed to approve all such aspects of the Property.

ARTICLE IV

CONDITIONS TO OBLIGATIONS OF PURCHASE BY SELLER

The obligations of Seller hereunder to consummate the purchase contemplated hereby are, at the

option of Seller, subject to the satisfaction of each of the following conditions:

4.01 Seller must secure a firm commitment for a free standing emergency department ("FED") or

similar patient care or clinical medical facility, with attendant on-site and a heliport to provide a level of

services as required by certificate of need.

4.02 Seller must secure a letter of intent for the development On at least One outparcel or other

retailer above 20,000 square feet or have at least one outparcel constructed or under construction.

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ARTICLE V

REPRESENTATIONS AND WARRANTIES OF SELLER

As of the Effective Date of this Contract, Seller hereby represents and warrants to Purchaser those

items set forth in this article. In addition, the representations and warranties set forth in this Article IV shall

also be deemed to be made by the Seller to Purchaser as of the closing date. It is understood by the parties

that the representations and warranties made by Seller and set forth in the Article IV shall survive closing.

Seller hereby represents and warrants to Purchaser as follows:

5.01 No Parties in Possession. At the time of Closing, other than Seller, there will be no other

parties in possession of any portion of the Property or improvements as lessees, tenants at sufferance,

trespassers or any other capacity.

5.02 Compliance with Laws. Seller, to the best of its knowledge, has complied with all

applicable laws, ordinances, regulations, rules and restrictions relating to (i) the Property or any part hereof

and (ii) the construction of the Roadway Improvements.

5.03 Authority of Seller. Seller and those persons executing this Contract on Seller's behalf

have full right and authority to enter into this Contract and good right and title to convey the Property

pursuant to the provisions hereof and due to such, this Contract is enforceable in accordance with its terms.

5.04 Title. The Property shall be conveyed free and clear of all liens and encumbrances, other

than such encumbrances approved by Purchaser.

5.05 Environmental. Seller has not used, generated, stored or disposed of any Hazardous

Material (as hereinafter defined) on the Property or in the improvements constructed thereon. "Hazardous

Material" shall mean and include, but shall not be limited to, any element, substance, compound or mixture,

including disease-causing agents, which after release into the environment and/or upon exposure, ingestion,

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inhalation, or assimilation into any organism, either directly or indirectly, will or may reasonably be

anticipated to cause death, disease, behavior abnormalities, cancer, genetic mutation, physiological

malfunctions, including malfunctions in reproduction, or physical or deformations in such organisms or their

offspring, and all hazardous and toxic substances, wastes, or materials, any pollutants or contaminates

(including, without limitation, asbestos and raw materials which include hazardous constituents), or any

other similar substances or materials which are included under or regulated by any local, state, or federal law,

rule or regulation pertaining to environmental regulation, contamination, cleanup or disclosure, including,

without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as

now or hereafter amended ("CERCLAn), the Resource Conservation and Recovery Act, as now or hereafter

amended (nRCRAn), Superfund Amendments and Reauthorization Act of 1986, as now or hereafter amended

(nSARAn), and Toxic Substances Control Act, as now or hereafter amended (nTSCAn) or state superlien for

environmental clean up or disclosure statutes (all such laws, rules and regulations being referred to

collectively as "Environmental Laws").

Seller hereby agrees to indemnify and hold harmless Purchaser, its elected officials, officers,

employees or agents, and any successor or successors to Purchaser's interest in the title to the Property, from

and against any and all losses, claims, (including all litigation costs and reasonable fees and expenses of

counsel): (a) arising out of any representation or warranty Seller has provided in this Contract or in any

document or writing delivered pursuant hereto; or (b) arising out of any lawsuit brought or threatened,

settlement reached, or governmental order, relating to the presence, disposal, release or threatened release of

any hazardous waste or hazardous substance on, from or under any of the Property. This obligation of Seller

to indemnify and hold harmless shall be in addition to any other obligations or liabilities Seller may have to

Purchaser at common law or otherwise, and shall survive the closing of this sale for a period of one (1) year.

5.06 Additional Warranties. Seller further covenants and warrants that, to the best of its

knowledge, the Property is not subject to any private or governmental lien or judicial or administrative

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notice, order or action relating to Hazardous Material or environmental problems, or environmental laws,

impairments, or liabilities with respect to the Property.

5.07 No Liens or Assessments. Seller hereby warrants that it has not received notification from

any authority regarding any assessments, pending public improvements, repairs or alterations to the Property

that have not been satisfactorily made. Seller further warrants that, at Closing, there will be no person or

entity legally entitled to file a mechanics', materialmens', laborers' or similar liens against the Property, nor

will there be any suits or other claims pending against the Property, nor is Seller aware of any circumstances

which would give rise to such claims.

5.08 Accuracy ofInformation. No representation or warranty or, or any information provided to

Purchaser by Seller in this Contract, or in any statement, document or certificate furnished by the Seller

pursuant hereto, or in connection with the transactions contemplated hereby, to the best of Seller's knowledge

and belief contains, or on the closing date will contain, any untrue statement of a material fact, or omits, or

on the closing date will omit, to state any material fact necessary in order to make the statements contained

therein not misleading, and all such statements, information, representations, warranties, documents and

certificates shall be true and complete in all respects on and as of the closing date, as though made on that

date.

5.09 Knowledge of Seller. To the extent the terms "best of knowledge" or "knowledge" or terms

of a similar meaning are used herein, such terms shall he limited to the actual knowledge of Seller without

independent investigation.

ARTICLE VI

CLOSING

6.01 Closing. Upon (i) completion of the Roadway Improvements, (ii) verification by permitting

authorities that the Roadway Improvements (as noted on Exhibit A-I) on the Property meet the applicable

federal, state and local standards and (iii) the conditions to obligations of purchase as set forth in Articles III

and IV have been met, then Seller shall issue a notice of completion (hereinafter referred to as "Notice of

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Completion")in writing to Purchaser. Thereafter, the closing of the Property and payment of Escrow

Amounts will occur as set forth below.

The closing shall be held at the Purchaser's Office or between the parties by mail no later than ten

(10) days from the date of the Notice of Completion unless otherwise agreed to in writing between the

parties, but, in any event, not later than two (2) years from the Effective Date of this Contract as set forth in

Section 8.15. At the closing, Seller shall:

(a) Deliver to Closing Agent a duly executed and acknowledged statutory warranty deed

conveying good and marketable title in fee simple to the Property, free and clear of all liens, encumbrances,

conditions, easements, assessments and restrictions, except those waived in writing by Purchaser prior to

closing and general real estate taxes from the year of closing and subsequent years not yet due and payable.

(b) Deliver to Purchaser an owners' title policy, at Seller's expense, issued by a title

company acceptable to Purchaser, in the full amount of the purchase price and insuring the Purchaser's fee

simple title in the Property subject only to those exceptions as may be acceptable to Purchaser and exceptions

relating to the lien for taxes which shall be limited to the year of closing and which shall be endorsed, "Not

Yet Due and Payable."

(c) Delivery to Purchaser possession of the Property, free from any tenants or

possessions rights of any third parties.

6.02 Payment. At closing, Seller and Purchaser agree to deliver to each other and/or the Escrow

Agent such documents and instruments as may be reasonably required by the Escrow Agent to so deliver the

Escrow Amount and to effectuate the purchase transaction contemplated herein.

It is understood between the parties that if the Purchase Price is revised as provided in Article 3.05,

then any remaining balance in the Escrow Account (less any costs and expenses of closing to be paid by

Purchaser as provided for herein) shall be refunded to the Purchaser at closing ofthis transaction.

6.03 Prorations. General real estate taxes for the then current year relating to the Property shall

be prorated as of the Closing Date, and Purchaser's portion thereof shall be a credit against the total amount

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of the purchase price to be paid at closing. 6.04 Costs and Expenses of Closing. All costs and expenses in

closing and consummating the sale and purchase of the Property shall be borne and paid as follows:

(a) Appraisal cost - Paid by Purchaser;

(b) Owner's Title Policy - Paid by Seller;

(c) All surveys - Paid by Seller;

(d) Filing Fees for Deed - Paid by Purchaser;

(e) Phase I Environmental Assessment Report and/or other Environmental Assessment

Report(s) - Paid by Seller; and

(f) Escrow Fees (including, but not limited to, the real estate closing fee) - Paid by the

Seller.

6.05 Non-Foreign Affidavit. Seller shall execute and deliver to Purchaser at closing an affidavit

as required by Internal Revenue Code Section ("IRC") 1445(b)(2), setting forth Seller's tax payer

identification number and Seller's address, and stating that Seller is not a "foreign person" for purposes of

that IRC section.

ARTICLE VII

BREACH BY SELLER

If Seller fails to close this sale following removal of all contingencies set forth herein, Purchaser

shall immediately receive the Escrow Amount plus any interest earned thereon from the escrow account.

ARTICLE VIII

MISCELLANEOUS

8.01 Assignment of Contract. This Contract may be assigned by Seller with the prior written

consent of Purchaser.

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8.02 Survival of Covenants. All representations, warranties, covenants and agreements of the

Seller and all rights and benefits accruing to the Purchaser therefrom or hereunder shall survive the closing

for a period of one (1) year and shall not be merged therein.

8.03 Notice. Any notice required or permitted to be delivered hereunder shall be deemed

received when sent by United States Mail, postage prepaid, certified mail, return receipt requested, addressed

to Seller or Purchaser as the case may require at the following addresses:

Seller: Hoover Investment Partners, LLCc/o GBT Realty Corporation201 Summit View DriveBrentwood, Tennessee 37027Attention: JeffPape

Purchaser: City of HooverMayor Gary Ivey100 Municipal LaneHoover, Alabama 35216

Copy to: Charlie Waldrep, Esq.Waldrep Stewart & Kendrick, LLC2323 Second Avenue NorthBirmingham, Alabama 35203

8.04 Laws to Apply. This Contract shall be construed under and in accordance with the laws of

the State of Alabama.

8.05 Parties Bound. This Contract shall be binding upon and inure to the benefit of the parties

hereto and their respective heirs, executors, administrators, legal representatives, successors and assigns

where permitted by this Contract.

8.06 Prior Agreements Superseded. This Contract constitutes the sale and only agreement of

the parties hereto and supersedes any prior understandings or written or oral agreements between the parties

respecting the Property.

8.07 Effective Date. The effective date of this Contract shall be the date upon which it is

executed by the latter party to sign.

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8.08 Relation of Parties. Seller does hereby acknowledge that nothing herein contained shall be

construed to create a relationship of third-party beneficiary hereof or joint venture or any association or

relationship between Purchaser and any assignee of Purchaser or redeveloper chosen by Purchaser with

respect hereto.

8.09 Captions. The paragraph headings or captions appeanng in this Contract are for

convenience only, are not a part of this Contract and are not to be considered in interpreting this Contract.

8.10 Real Estate Commissions. Seller and Purchaser represent to each other that no real estate

commission or fee is owed by Seller or Purchaser for the sale of the Property.

8.11 Permitting. Purchaser agrees to use its best efforts as allowed by law to assist Seller with

permitting and approval of the Roadway Improvements.

8.12 City Council Approval. Seller acknowledges that Purchaser's obligations under this

Contract are specifically conditioned upon approval thereof by the City Council of the City of Hoover by

formal Resolution.

8.13 Site Visits and Testing. Purchaser and Purchaser's agents and representatives may have full

access to the Property during the construction thereof. Such site visits may take place at stages and intervals

desired by Purchaser during the construction process. Seller agrees to construct the Roadway Improvements

in accordance with all applicable federal, state and local laws, rules and regulations.

At any time prior to the closing date, Purchaser and its agents and representatives may perform tests

and obtain samples from the Property.

8.14 Condemnation. If all or any material portion of the Property shall be condemned by an

entity other than Purchaser, damaged, or destroyed prior to the closing, Purchaser may elect to terminate this

Contract.

8.15 Termination. In the event that Seller does not issue a Notice of Completion to Purchaser

within two (2) years from the Effective Date of this Contract, then Purchaser may elect to terminate this

Contract without further obligation to Seller. Thereafter, this Contract shall terminate, the Escrow Amount

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(including any interest earned thereon)shall be fully refunded by the Escrow Agent to Purchaser, and neither

party hereto shall be under any further obligation to the other.

IN WI1NESS WHEREOF, the parties hereto have set their hands and sealed on the date set forth

below.

SELLER: HOOVER INVESTMENT PARTNERS, LLC

George B. Tomlin, Manager

WIlNESS:Date: _

PURCHASER: City of Hoover, Alabama

By: Gary IveyIts: Mayor

Date: _

WITNESS:

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