Revised April 6, 2018 EXHIBIT A TO TENNESSEE VALLEY AUTHORITY NOTICE OF PUBLIC AUCTION MUSCLE SHOALS RESERVATION

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1 TERMS OF PUBLIC AUCTION In case of dispute, the decision of the auctioneer will govern. The Tennessee Valley Authority (sometimes hereinafter referred to as TVA ), as legal agent of the United States of America (sometimes hereinafter collectively referred to as Grantor ), reserves the right to terminate, cancel, and/or postpone the auction at any time and reserves the right to reject any and all bids. In the absence of a dispute requiring the decision of the auctioneer, the sale is final, and after the auction there will be no opportunity to raise the bid as permitted in court sales. The minimum acceptable bid is $3,850, The Property will be sold to the highest qualified bidder. Any unsuccessful bidder will receive a refund of its earnest money deposit. On the day of the auction, the successful bidder (sometimes hereinafter referred to as Purchaser and sometimes hereinafter referred to as the Grantee ) must sign an agreement of purchase and sale. The $250, earnest money deposit will be applied to the purchase price. The Purchaser will be required to make full payment of the purchase price on the First Closing Date (defined below). Certified cashier s check or wire transfer of funds will be accepted. In the event the high bidder is unable to make full payment of the purchase price on the First Closing Date, the Property may be re-auctioned at TVA s sole option, and the earnest money deposit retained as liquidated damages. Fraudulent bidders may be subject to prosecution under applicable Federal statutes. The acreage is believed to be correctly stated; however, the Property is not sold on an acreage basis and no warranty as to acreage is made. The Property, with the exception of Tract X2NPT-16, is located within an area covered by, and managed in accordance with, Hazardous Waste Facility Permit No. AL issued by the Alabama Department of Environmental Management (ADEM). Following the auction, TVA will formally request ADEM to modify the Hazardous Waste Facility Permit to release the Property from that permit. It is anticipated that ADEM will require at least 90 days to process the permit modification request. If TVA s Hazardous Waste Facility Permit modification request is approved, ADEM will issue a modified Hazardous Waste Facility Permit to TVA reflecting the release of the Property. Upon TVA s receipt of such modified Permit, the parties may proceed to closing on the Property, with the exception of the Radioactive Material Storage Area (RMSA) (defined below). It is expected that there will be two separate closings, a closing at which TVA will deliver to Purchaser a special warranty deed conveying the Property less and except the RMSA (First Closing Date) and a closing at which TVA will deliver to Purchaser a special warranty deed conveying the RMSA as described below (Second Closing Date). The parties shall hold the First Closing Date within 10 days of TVA s receipt of the modified Permit from ADEM. Purchaser PAGE 1 OF 9 OF

2 must make full payment of the purchase price at the First Closing Date. Following both the First Closing Date and Second Closing Date, TVA will submit the executed Special Warranty Deeds to ADEM. If ADEM ultimately denies TVA s permit modification request, the Purchaser may elect to terminate the agreement of purchase and sale and receive a refund of the purchase price. A portion of the Bulk Material Storage Building, known as the RMSA, consisting of approximately 26,100 square feet as shown in Attachment 1 attached hereto, located on the portion of the Property identified as Tract X2NPT-36, is covered by a Nuclear Regulatory Commission (NRC) By-Product Materials License (License No ). Transfer of title to the RMSA to the Purchaser will not occur unless and until the NRC has amended and terminated the By-Product Materials License applicable to the RMSA. In the event TVA is not able to transfer title to the RMSA by December 31, 2018, TVA will pay to the Purchaser a monthly fee of $6, until such time as TVA is able to transfer title to the RMSA. Until the Second Closing Date, the Purchaser will not have access to the RMSA and Grantor will reserve a right of access to the Bulk Material Storage Building to conduct all activities reasonably necessary for continuing compliance with regulatory commitments under NRC By-Products Materials License No and in preparation for amendment and termination of the license. This reservation includes the right of access to and use of available utilities at reasonable cost to Grantor. Within 10 days of TVA s receipt of notice of termination of the license, the parties shall hold the Second Closing Date. The deed will contain special warranties of title. Title to the Property was examined by TVA prior to purchase and is believed to be good, but no further warranties or insurance will be furnished by TVA. The Property is sold AS IS, WHERE IS with no representations or warranties of any kind. TVA does not represent that the Property will be acceptable as security for loans of money or that it will not be rendered unacceptable as such security by reason of the deed provisions and restrictions applicable thereto. While TVA may have suggested or recommended in its advertising or otherwise what it believes to be the highest and best use of the Property, it does not represent or warrant that the same is safe or suitable in any respect for such use. Verification of the zoning of the Property and determination of permitted uses, along with the suitability of the Property for any proposed future use, shall be the responsibility of the Purchaser, and TVA makes no representation in regard to zoning matters. The Property was acquired by the United States of America by virtue of the following instruments of record in the office of the Judge of Probate of Colbert County, Alabama: 1) Warranty Deed dated April 26, 1918, in Deed Book 27, page 597 (Tract No. 2NPT-1); 2) Warranty Deed dated May 11, 1918, in Deed Book 27, page 590 (Tract No. 2NPT-2); 3) Warranty Deed dated June 5, 1918, in Deed Book 27, page 593 (Tract No. 2NPT-3); 4) Warranty Deed dated June 11, 1918, in Deed Book 27, page 605 (Tract No. 2NPT-4); 5) Warranty Deed dated June 12, 1918, in Deed Book 27, page 606 (Tract No. 2NPT-5); PAGE 2 OF 9 OF

3 6) Warranty Deed dated June 12, 1918, in Deed Book 27, page 608 (Tract Nos. 2NPT-6A and 6B); 7) Warranty Deed dated June 13, 1918, in Deed Book 27, page 613 (Tract No. 2NPT-7); 8) Warranty Deed dated June 13, 1918, in Deed Book 27, page 599 (Tract No. 2NPT-8); 9) Warranty Deed dated June 18, 1918, in Deed Book 27, page 582 (Tract No. 2NPT-10); 10) Warranty Deed dated June 15, 1918, in Deed Book 27, page 589 (Tract No. 2NPT-11); 11) Warranty Deed dated June 21, 1918, in Deed Book 27, page 581 (Tract No. 2NPT-12); 12) Warranty Deed dated June 21, 1918, in Deed Book 27, page 584 (Tract No. 2NPT-13); 13) Warranty Deed dated July 1, 1918, in Deed Book 27, page 615 (Tract No. 2NPT-14); 14) Warranty Deed dated July 3, 1918, in Deed Book 27, page 616 (Tract No. 2NPT-16); 15) Warranty Deed dated July 30, 1918, in Deed Book 27, page 596 (Tract No. 2NPT-17); 16) Warranty Deed dated June 12, 1918, in Deed Book 27, page 585 (Tract No. 2NPT-19); 17) Commissioner s Deed pursuant to Decree dated April 28, 1921, in Deed Book 34, page 523 (Tract Nos. 2NPT-28A, -28B, and -28C); 18) Warranty Deed dated June 11, 1918, in Deed Book 27, page 603 (Tract No. 2NPT-29); and 19) Warranty Deed dated July 16, 1918, in Deed Book 27, page 595 (Tract No. 2NPT-31). The Property is subject to the following easements and licenses, copies of which are included as Attachment 2 attached hereto and may also be found in the land records of TVA: 1) a permanent easement for a drainage channel and storm sewer conveyed to the City of Muscle Shoals, Alabama dated February 20, 1976, pursuant to Contract No. TV-43454A (Tract No. XT2NPT-6E); 2) a permanent highway easement conveyed to the State of Alabama dated March 19, 1982, pursuant to Contract No. TV-58696A (Tract No. XT2NPT-12H); 3) a permanent easement for underground fiber optic cable conveyed to Bellsouth Telecommunications, LLC (d/b/a AT&T Alabama) dated July 11, 2014, of record in Deed Book 2014, page in the office of the Colbert County Judge of Probate (Tract No. X2NPT-28UC); PAGE 3 OF 9 OF

4 4) a permanent easement for utility infrastructure, public road improvements, public walking trails, and sidewalks conveyed to the City of Muscle Shoals, Alabama and the City of Sheffield, Alabama dated November 8, 2016 (Tract No. X2NPT-40E); 5) a permanent easement for transmission lines conveyed to the Electric Board of the City of Muscle Shoals, Alabama, dated February 2, 2016 (TVA Tract No. XT2NPT-22TL); 6) a highway right of way easement conveyed to Colbert County, Alabama on October 2,1926 (Tract No. XT2NPT-23H); 7) a permanent highway easement conveyed to the Alabama State Highway Department, dated March 30, 1955 (Tract No. X2NPT-3H); 8) a permanent easement for a stormwater pipeline, gravity drainage structure, treated wastewater drainage line, and an access road, dated March 14, 1988, as amended by instrument dated January 29, 1999, and as further amended by instrument dated November 8, 2016 (TVA Tract No. XT2NPT-16E); 9) a permanent easement for an effluent sewer line conveyed to the Utilities Board of the City of Muscle Shoals, Alabama, dated February 1, 1962 (TVA Tract No. X2NPT-4S); 10) a license agreement for the occupancy of a portion of TVA s Greenhouse Complex granted to Steve Carpenter, d/b/a Jack-O-Lantern Farms, dated June 29, 2012; and 11) a license agreement for electric power lines granted to the Electric Board of the City of Muscle Shoals, Alabama, dated February 12, The Property will also be conveyed subject to: 1) the restrictions contained in an Environmental Covenant dated August 5, 2014, of record in Deed Book 2014, page 22121, in office of the Judge of Probate of Colbert County, Alabama; 2) such rights as may be vested in the general public or adjoining owners in any public road running through the Property; 3) such rights of third parties as would be revealed by a physical inspection or survey of the Property; 4) such rights of third parties as would be revealed by an examination of the public records of Colbert County, Alabama; and 5) any known or unknown encroachments located on the Property. Additionally, the Property will be conveyed subject to a permanent easement for existing electric distribution lines located on the Property, which will be granted to the Electric Board of the City of Muscle Shoals, Alabama, prior to the Closing Date. Two cemeteries are located on Tracts X2NPT-26 and X2NPT-31 of the Property, and the Property will be conveyed subject to the rights of third parties to access the cemeteries from Reservation Road and all other provisions of Alabama Code Grantor will reserve permanent easements and rights-of-way, all over, upon, across, and under the portions of the Property described and shown on said Exhibit C as WT-1-RSVD, WT-2-RSVD, WT-3- RSVD, WDH-1A-RSVD, and WDC-1-RSVD, for the following purposes, namely, the perpetual right to PAGE 4 OF 9 OF

5 enter at any time and from time to time and to erect, maintain, repair, rebuild, operate, and patrol lines of transmission line structures with wires and cables for electric power circuits and communication circuits, and all necessary appurtenances, including guy wires, in, on, over, and across said right-of-way, together with the perpetual right to clear said right-of-way and keep the same clear of structures (including but not limited to flagpoles, solar panels, buildings, signboards, billboards), trees, brush, stored personal property, and fire hazards; to destroy or otherwise dispose of such trees and brush; to prevent the drilling or sinking of wells within the right-of-way; and to remove, destroy, or otherwise dispose of any trees located beyond the limits of said right-of-way which in falling could come within ten (10) feet of any transmission line structure or conductor. Grantor will reserve a permanent easement and right-of-way all over, upon, across, and under the approximately 135-foot wide strip along the southern boundary of Tract X2NPT-33 of the Property described and shown on said Exhibit C as Public Road Right of Way, for the following purposes, namely, the perpetual right to enter at any time and from time to time and grade, level, fill, drain, pave, build, maintain, repair, rebuild and use a road or highway, together with such bridges, culverts, ramps, and cuts as may be necessary. Grantor will retain the following facilities located on the Property together with permanent easements to access, use, maintain, repair, rebuild and replace said facilities: (1) the water tower located on Tract X2NPT-26, the location of which is shown on Exhibit C; (2) the sewage lift station located on Tract X2NPT-36; (3) the electrical substation, identified as Substation 21, located on Tract X2NPT-36; and (4) the Alabama Department of Environmental Management Weather Station located on Tract X2NPT-32. Grantor will also reserve the right to access and close the groundwater monitoring well located on Tract X2NPT-35. Notwithstanding the transfer of the Property after the sale at auction, TVA will reserve the absolute right to remain in exclusive possession and control of a portion of the Property identified as the Data Center Room located within the Environmental Research Center Building upon Tract X2NPT-33 for no additional consideration until October 20, 2018, or such earlier date as TVA, in its sole discretion, shall determine. TVA will reserve the right to enter into lease agreements for a period of years (on a terminable basis upon 12 months prior written notice by TVA) with Grantee for continued use of the following premises located upon the Property: 1) The Customer Service Center Building located upon Tract X2NPT-29, until September 30, 2023, at an annual rental rate of $153, ) The Wetlands Office Building(s) located upon Tract X2NPT-33, until September 30, 2021, at an annual license fee of $29, Such occupancy shall be governed by occupancy agreements and/or lease agreements to be executed after transfer of title to the Property. Said agreements will provide that TVA shall be responsible for all operations and maintenance costs of the leased premises during the period of possession including all PAGE 5 OF 9 OF

6 pro-rata property taxes, property insurance, and any other governmental charges or special assessments associated with the ownership of the leased premises. Upon TVA s decision to elect to surrender possession of any of the leased premises, appropriate written notice shall be sent to Purchaser, and thereafter TVA will not be responsible for any further lease or utility costs after possession is delivered to Purchaser. Grantor will grant the successful Purchaser the non-exclusive right to use Reservation Road for the purposes of ingress and egress to the Property, with the exception of ingress and egress to the Property for heavy industrial purposes, until such time as a public entity other than Grantor operates and maintains Reservation Road as a public road. On or before the Closing Date, Grantor will record a revised plat in the Office of the Colbert County Probate Judge to relocate the access to TVA Retained Area 8B within Tract X2NPT-29 as shown on Attachment 3 attached hereto. Grantor will reserve the right to access and maintain any existing utility infrastructure crossing the Property for so long as such utility infrastructure is necessary to service Grantor's remaining property. Potential purchasers are advised that, due to the age of the improvements on the Property, they may contain lead-based paint, asbestos, mercury, and PCBs. The CERCLA Section 120(h) notices applicable to the Property are contained in Attachment 4 attached hereto. Further information about the environmental condition of the Property may be found in the RCRA Facility Assessment conducted by ADEM and prepared September 24, 2012, a copy of which is included as Attachment 5 attached hereto. Grantee, by acceptance of the special warranty deed, will covenant and agree on behalf of itself and its successors and assigns that the following shall constitute real covenants which shall attach to and run with the land and be binding upon anyone who may hereafter come into ownership thereof, whether by purchase, devise, descent, or succession: (a) Grantee shall control or cause to be controlled all emissions of pollutants that might be discharged or released directly or indirectly into the atmosphere, into any stream, lake, reservoir, watercourse, or surface or subterranean waters, or into or on the ground from any part of the Property, in full compliance with all applicable standards relating to pollution control of any kind now in effect or hereafter established by or pursuant to Federal, state, or local statutes, ordinances, codes, or regulations. (b) Grantee shall conduct all land-disturbing activities on the Property in accordance with best management practices to control erosion and sedimentation so as to prevent adverse impacts on water quality and related aquatic interests in order to meet the requirements of Section 208 of the Clean Water Act and implementing regulations. PAGE 6 OF 9 OF

7 (c) Grantee shall not remove groundwater from the Property or inject groundwater into the Property for any purpose except as mandated by applicable regulatory agencies or for environmental sampling or remediation purposes. (d) Any retention/detention basins and/or surface water features constructed on the Property must be lined with approved separator materials. (e) Grantee shall not construct improvements or place fill within the 100-year floodplain or wetland areas on the Property without the prior written approval of TVA. Any proposed construction or fill will be evaluated by TVA for compliance with Executive Order for floodplains and Executive Order for wetlands. (f) Grantee shall maintain and preserve the historic value and architectural integrity of the Property within the boundaries of Historic District limits shown on Exhibit C hereto in accordance with the Muscle Shoals Reservation Historic District Design Guidelines and Architectural Controls found in said Exhibit D. (g) As to the portion of the Property identified as Tract X2NPT-16: (1) Tract X2NPT-16 shall be used for no purpose whatever other than for commercial development purposes; and (2) Use of Tract X2NPT-16 for any purpose other than that specified in (1) above would cause immediate, actual, and irreparable injury to Grantor s program for the transfer of lands adjoining its reservation and to its rights under this instrument; and (3) Such rights are substantial and private and personal to Grantor; and (4) Injury to or violation of such rights could not be adequately compensated in damages or effectively protected by any other remedy at law. It is further agreed that this instrument may be filed as a stipulation to the facts agreed upon in (2), (3), and (4) above in any proceeding for an injunction brought by Grantor, its successors, or assigns, and that if so filed it shall be treated as a part of the record in such proceeding. (h) The portion of the Property identified as Tracts X2NPT-30 and X2NPT-31 shall be used solely for natural resource and/or recreation activities that assure no or low impacts to existing woodlands, wetlands, or floodplains, such as wildlife observation, hiking, or walking trails. Proposed recreation uses shall be reviewed by TVA in advance of construction to determine their compatibility with the intended use of these parcels. Grantee shall not construct any residential, commercial, retail, or industrial structures on Tracts X2NPT-30 and X2NPT-31. (i) Grantee shall maintain a minimum 150-foot wide uninterrupted corridor (i.e. no fencing or other structures) to allow movement of wildlife across the portions of the Property identified as Tracts X2NPT-31, X2NPT-36, and X2NPT-30 as generally shown on Attachment 6 attached hereto; provided, however, that on Tract X2NPT-36, Grantee may PAGE 7 OF 9 OF

8 construct a roadway and/or railway across the corridor as necessary to provide access from Second Street to the remainder of the tract. (j) Reservation Road shall not be used for ingress and egress to the Property for heavy industrial purposes until such time as a public entity other than Grantor operates and maintains Reservation Road as a public road. (k) Grantee shall not plant any vegetation or construct any buildings or other structures within 28 feet of the following boundaries between the Property and Grantor s remaining lands: (1) the eastern boundary of Tract X2NPT-26; (2) the northern and eastern boundaries of Tract X2NPT-35; (3) the northeastern and eastern boundaries of Tract X2NPT-36; (4) the northern boundary of Tract X2NPT-30; and (5) the northern boundary of Tract X2NPT-32. (l) Until the Second Closing Date, (1) Grantee shall not conduct any activity which may reduce the integrity and security of the wall between the Non-Radioactive Materials Storage Area and RMSA of the Bulk Material Storage Building, and (2) Grantee shall obtain TVA review and approval of any proposal to implement any changes or additions to the wall between the Non-Radioactive Materials Storage Area and RMSA of the Bulk Material Storage Building. (m) CERCLA Covenant. GRANR warrants that all remedial action necessary to protect human health and the environment has been taken before the date of this conveyance. GRANR warrants that it shall take any additional response action found to be necessary after the date of this conveyance regarding hazardous substances located on the Property on the date of this conveyance. 1) This covenant shall not apply: (a) in any case in which GRANTEE, its successors or assigns, or any successor in interest to the Property or part thereof is a Potentially Responsible Party (PRP) with respect to the Property immediately prior to the date of this conveyance; OR (b) to the extent that such additional response action or part thereof found to be necessary is the result of an act or failure to act of the GRANTEE, its successors or assigns, or any party in possession after the date of this conveyance that either: (i) results in a release or threatened release of a hazardous substance that was not located on the Property on the date of this conveyance; OR (ii) causes or exacerbates the release or threatened release of a hazardous substance the existence and location of which was known and identified to the applicable regulatory authority as of the date of this conveyance; OR PAGE 8 OF 9 OF

9 (iii) in the case of a hazardous substance(s) previously unknown by GRANR and GRANTEE as of the date of this conveyance but which is hereafter discovered by GRANTEE, its successors or assigns, or any party in possession and where after such discovery, GRANTEE, its successors or assigns, or any party in possession thereafter causes or exacerbates a release or threatened release of such hazardous substance(s). 2) In the event GRANTEE, its successors or assigns, seeks to have GRANR conduct any additional response action, and as a condition precedent to GRANR incurring any additional cleanup obligation or related expenses, the GRANTEE, its successors or assigns, shall provide GRANR at least 45 days written notice of such a claim. In order for the 45-day period to commence, such notice must include credible evidence that: (a) the associated contamination existed prior to the date of this conveyance; and (b) the need to conduct any additional response action or part thereof was not the result of any act or failure to act by the GRANTEE, its successors or assigns, or any party in possession. (n) Access. GRANR reserves a right of access to all portions of the Property for environmental investigation, remediation, or other corrective action. This reservation includes the right of access to and use of available utilities at reasonable cost to GRANR. These rights shall be exercisable in any case in which a remedial action, response action, or corrective action is found to be necessary after the date of this conveyance, or in which access is necessary to carry out a remedial action, response action, or corrective action on adjoining property. Pursuant to this reservation, the UNITED STATES OF AMERICA, and its respective officers, agents, employees, contractors, and subcontractors shall have the right (upon reasonable advance written notice to the record title owner) to enter upon the Property and conduct investigations and surveys, to include drilling, test-pitting, borings, data and records compilation, and other activities related to environmental investigation, and to carry out remedial or removal actions as required or necessary, including but not limited to the installation and operation of monitoring wells, pumping wells, and treatment facilities. Any such entry, including such activities, responses or remedial actions, shall be coordinated with record title owner and shall be performed in a manner that minimizes interruption with activities of authorized occupants. (o) Any other terms, conditions, and/or requirements TVA finds necessary to protect its statutory obligations, program requirements, and other interests. PAGE 9 OF 9 OF