DocuSign Envelope ID: 93C11D68-B143-4195-BFB4-AEABDD763F88 Mark T. Jobe 901.576.1853 mjobe@glankler.com April 6, 2020 Memphis & Shelby County Office of Planning & Development 125 North Main Street, Suite 468 Memphis, TN 38103 Re: Whitehaven Works at Graves Elementary - Planned Development Ladies & Gentlemen: I am the representative of Made in Memphis LLC (“Applicant”), and, on behalf of the Applicant, I submit this Planned Development Application (the “Application”) for the proposed Whitehaven Works at Graves Elementary – Planned Development (the “Development”) for the purpose of redeveloping the property formerly used as Graves Elementary School located at 3398 Graves Road, Memphis, TN 38116 (the “Property”). The Applicant is currently under contract to purchase the Property pursuant to a certain Contract for the Sale of Real Property (Graves Elementary School) effective as of February 11, 2020 (the “Contract”) between the Applicant, as Purchaser, and Shelby County Schools, as Seller. Prior to submitting this Application, the Contract was approved by unanimous consent by the Shelby County School Board with the understanding that the Applicant would be submitting this Application to repurpose and redevelop the Property as a vocational/technical training facility ancillary to a 3D printing and production operation which would create customizable jewelry, collectibles, and other memorabilia. The vocational/technical training component would operate through an affiliation with Shelby County Schools and would provide training (and ultimately jobs) in graphic design and the use of 3D printers and other transferable skills related to technology necessary to operate the manufacturing portion of the project. The Applicant would show that this Development would continue the revitalization of the Whitehaven community in a number of ways, including but not limited to: 1. 2. 3. 4. Repurposing a vacant, blighted building on a major corridor (Winchester Boulevard); Creating vocational/technical training opportunities to the young people in the Whitehaven community; Creating jobs (with benefits) that pay a living wage for future graduates of Shelby County Schools and the area in general; and Increasing property values in the area. Because of the historical importance of this site as a community anchor during its use as an elementary school, the Applicant will maintain the historical façade, if feasible, but in any event will ensure that the front of the building is consistent with the aesthetic of an education facility and will take substantial steps to adequately buffer the adjacent residential uses from the commercial activity in the building. These measures will include planting trees, maintaining aesthetic of the facade of the building and the Property’s green spaces, requiring that all deliveries and commercial trucks enter the Property from Winchester, and providing adequate lighting to better illuminate the Property.

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