NCGNE0272_COMPLETE FILE - HISTORICAL_20141216

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STORMWATER DIVISION CODING SHEET
NCG PERMITS
PERMIT NO. NCGNE
DOC TYPE C HISTORICAL. FILE
DOC DATE ❑ oa ,
YYYYM M DD

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NCDENR
North Carolina Department of Environment and Natural Resources
Pat McCrory
Governor
December 16, 2014
John E. Skvada, III
Secretary
Mr. Brian Harden
Avago Technologies Wireless (USA) Manufacturing
9815 David Taylor Drive
Charlotte, NC 28262
Subject: Name/Ownership Change Request
No Exposure Certification NCGNE0272
Avago Technologies Wireless(USA)
Manufacturing
Formerly DigitalOptics Corporation East
Mecklenburg County
Dear Mr. Harden:
The Division has reviewed your submittal of the permit name/ownership change form for the
subject No -Exposure Certification, which we received on December 15, 2014. Division
personnel have reviewed and approved your request to transfer the exclusion from NPDES
stormwater permitting requirements.
Please note that by our original acceptance of the No -Exposure Certification and by our
approval of your request to transfer it, you are obligated to maintain no -exposure conditions at
your facility. If conditions change such that your facility can no longer qualify for the no -
exposure exclusion, you are obligated to immediately obtain NPDES permit coverage for your
stormwater discharge. Otherwise, the discharge becomes subject to enforcement as an un-
permitted discharge.
Annual re -certification is required, and we have enclosed one blank Annual No Exposure
Exclusion Self Re -Certification form for your use. Your certification of no exposure does not
affect your facility's legal requirements to obtain environmental permits that may be required
under other federal, state, or local regulations or ordinances.
Division of Energy, Mineral, and Land Resources
Energy Section • Geological Survey Section • Land Quality Section
1612 Mail Service Center, Raleigh, North Carolina 276991612.919-707-92001 FAX: [phone]
512 North Salisbury Street, Raleigh, North Carolina 27604 • Internet: hftp://portal.nodenr.org/webA
An Equal Opportunity 1 Affirmative Action Employer — 50% Recycled 1 10% Post Consumer Paper

If you have any questions or need further information, please contact the Stormwater Permitting
Program at [phone].
Sincerely,
0RIu11NAL SIGNED 8Y
BETHANY GEORGOIILIAS
for Tracy E. Davis, P.E., CPM, Director
Division of Energy, Mineral and Land Resources
cc: Mooresville Regional Office, Z. Khan
Mecklenburg County
F—Stormwater Permitting Program Files
Central Files

B
Division of Water Quality / Surf -ice Water Protection FOR AGENCY USE ONLY
daie Receivad
_ALI
Year Monih nay
' . National Pollutant Discharge Elimination System
NC®ENR
"" G °" "E^T°` PERMIT NAME/OWNERSHIP CHANGE FORM
uivuepr,..e:rrr .+.n Nuuuat AraOl:�ees
I. Please enter the permit tttlmber for which the change is requested.
NPl)l-"S PCrtnit (or) Certificate of Coverage
N I C I S 101 1 TT N C G N I E I 0 L2 7 2
11, Permit status j!jgE to requested change.
a. - Permit issued to (company name): _ Di ital0ptics Corgiration Fast
b. Person legally responsible for permit: Bobby D Baggett
First till Last
Facility Site Manager
Title
9815 David Tailor Drive
Permit Holder Mailing Address
Charlotte NC 28262
City State Zip
[phone] [phone]
Pttolte I-ax
c. facility name (discharge): Di ital0 tics Corporation East
d. Facility address: 9815 David Taylor Drive
Address
Charlotte NC 28262
City state Zip
e. Facility contact person: Mark Reisinoet [phone]
First / MI / Last Phone
Ill. Please provide the following for the requuesled chairge (revised permit).
a. Request for change is a result of: ® Change in ownership of the facility
❑ Name change of the facility or owner
If when please explain:
b. Permit issued to (company name):
Technologies Wireless (USA) Manufacturing
Inc.
Inc.
c. Person legally responsible for permit:
Brian K Harden
First MI Last
lJ
RECEIVED ED
� Site Manager
Title
DECGtr 5 2014
_ 9815 David Taylor Drive
Pernut Holder Mailing Address
DENR-LAND QUALITY
Charlotte NC 28262
STORMWATER PERM117ING
city state zip
[phone] ]31'iaii,[e-mail]
Plio:te E-mail Address
d. facility name (discharge):
Avago Technologies Wireless (USA)
MaMlfaCturing Inc.
e. Facility address
9815 David `fa rlor Drive
Address
Charlotte NC 28262
City State Zip
f. Facility contact person:
Mark E Reisinger
First M1 Last
[phone] Mark. [e-mail]
Re.ised 2012Api23

NPDES PERMIT NAME/OWNERSHIP CHANGE FORM
Page 2 of 2
Phone E-mail Address
IV. Pernlit contact information (if differcnt froin the person legally responsible for the permit)
Permit contact:
First MI Last
Title
Mailing Address -
City State Zip
Phone E-mail Address
V. Will the permitted facility contintie to conduct the same industrial activities conducted Tutor
to this ownership or name change?
?' Yes
❑ No (please explain)
Required Items: THIS APPLICATION 1VILL BE RETURNED UNPROCESSED IF ITI+TITS
ARI? INCONIPLETE 012 NUSSING:
® This completed application is required for both name change and/or ownership change
requests.
{� Legal documentation of the transfer of ownership (such as relevant pages of a contract deed,
or a bill of sale) is required for an ownership change request. Articles of incorporation are
not sufficient for an ownership change.
The certifications below must be completed anti sighed by both the permit holder prior to the change, and
the new applicant in the cast; of an ownership change request. Fora narne change request, the signed
rtification is sufficient.. Applicant's Ce
PITRMI'I' 1'EE Cl;1111FI.CATION (Permit holder prior to ownership change);
attest that this application for a name/ownership change has been reviewed and is accurate and
complete to the best of my knowledge. 1 understand that if all required parts of this application are not
completed.and that if all requited supporting information is not included, this application package will be
returned as in • mplete.
ignatt Date
APPLICANT CC, RTIFICA'flON
1, , attest that this application for a narinte/ownership change has been reviewed and is accurate and
Soh M complete to the best of my knowledge. I understand that if all required parts of this application are not
completed and that if al ' quired ' pportntg information is not included, this application package, will be
r cc as ieom C.
Signature Date
PLEASE SEED THE CONIPLEI'l: APPLICA'1'ION PACKAGE'1'0:
Division of Water Quality
Surface Water Protection Section
1617 Mail Service Center
Raleigh, worth Carolina 27699-1617
Revised 112008

A 4 0
NCDENR
Naar+ Gwou Derurt c+ or
Er Ror. ", aao Nay REs RCe
Division of Water Quality / Surface Water Protection RECEIVED
National Pollutant Discharge Elimination System DEC 15 2014
ANNUAL NO EXPOSURE EXCLUSION SELF RE -CERTIFICATION F
`"'A -LAND QUA€171 Y
NCGNE4000 STDRtMWATER PERMl;T1?1V :,
Do not submit this form to DWQ unless requested.
For questions, please contact the DWQ Regional Office for your area or the Central Office.
(Please print or type)
Facility's No Exposure Exclusion No. Date Completed (MM/DD/YYYY)
N I C G I N I E 1 0 1 2 1 7 1 2 1 0 1 9 1 / 1 0 1 0 1 / 1 2 1 0 1 1 1 4
1) Has the facility name or owner changed? ® Yes ❑ No
(if yes, please submit a separate Name/Ownership Change Form to DWQ located at
http://portal. ncdenr.org/web/wq/ws/su/npdessw#Application_Forms_NPDES)
2) Are any of the following materials or activities exposed to precipitation, now or in the foreseeable
future? (Please check either "Yes" or "No.") If you answer "Yes" to any of these items, you are not
eligible to maintain your no exposure exclusion, and must immediately apply for a permit from DWQ.
a. Using, storing, or cleaning industrial machinery or equipment, and areas where ❑ Yes ® No
residuals from using, storing or cleaning industrial machinery or equipment remain
and are exposed to stormwater
b. Materials or residuals on the ground or in stormwater inlets from spills/leaks ❑ Yes ❑ No
c. Materials or products from past industrial activity ❑ Yes ® No
d. Material handling equipment (except adequately maintained vehicles) ❑Yes ®No
e. Materials or products during loading/unloading or transporting activities ❑ Yes ® No
f. Materials or products stored outdoors (except final products intended for outside ❑ Yes ® No
use [e.g., new cars] where exposure to stormwater does not result in the discharge
of pollutants)
g. Materials contained in open, deteriorated or leaking storage drums, barrels, tanks, ❑ Yes ® No
and similar containers
h. Materials or products handled/stored on roads or railways owned or maintained by ❑ Yes ® No
the discharger
i. Waste material (except waste in covered, non -leaking containers [e.g., dumpsters)) ❑ Yes ® No
j. Application or disposal of process wastewater (unless otherwise permitted) ❑ Yes ® No
k. Particulate matter or visible deposits of residuals from roof stacks and/or vents not ❑ Yes ® No
otherwise regulated (i.e., under an air quality control permit) and evident in the
stormwater outflow
I. Empty containers that previously contained materials that are not properly stored ❑ Yes ® No
(i.e., not closed and stored upside down to prevent precipitation accumulation)
Page 1 of 3
5WU-NESR-29Ju12010

NCGNE0000 No Exposure Self Re -Certification
m. For any exterior ASTs, as well as drums, barrels, tanks, and similar containers ❑ Yes ® No
stored outside, has the facility had any releases in the past three (3) years?
3) Above Ground Storage Tanks (ASTs): If you answer "No" to any of the following items, you are not
eligible to maintain your no exposure exclusion, and must immediately apply for a permit from DWQ.
a. Are exterior ASTs and piping free of rust, damaged or weathered coating, pits, or [—]Yes[:] No ® NIA
deterioration, or evidence of leaks?
b. Is secondary containment provided for all exterior ASTs? If so, is it free of any [:]Yes[:] No ® NIA
cracks, holes, or evidence of leaks, and are drain valves maintained locked shut?
4) Secondary Containment: If you answer "No" to any of the following items, you are not eligible to
maintain your no exposure exclusion, and must immediately apply for a permit from DWQ.
a. Is secondary containment provided for all single above ground storage
containers (including drums; barrels, etc.) with a capacity of more than 660-
gallons?
b. Is secondary containment provided for above ground storage containers stored
in close proximity to each other with a combined capacity of more than 1,320-
gallons?
c. Is secondary containment provided for Title III Section 313 Superfund
Amendments and Reauthorization Act (SARA) water priority chemicals*?
d. Is secondary containment provided for hazardous substances" designated in 40
CFR §116?
e. Are release valves on all secondary containment structures locked?
Footnotes to Questions 4) c. & d.
[:]Yes[:] No ® NIA
❑Yes❑ No ® NIA
[:]Yes[:] No ® NIA
[:]Yes[:] No ® NIA
[:]Yes[:] No ® NIA
"Note that amounts below the 660-gallon (single) and 1,320-gallon (combined) bulk storage minimums require secondary containment.
However, some exceptions may be made for de minimis amounts of certain substances, and/or other qualifiers, as described in the
exemptions from reporting requirements of Title III SARA 313 in 40 CFR §372,38,
—Note that amounts below the 660-gallon (single) and 1,320-gallon (combined) bulk storage minimums require secondary containment.
However, some exceptions may be made for amounts less than the Reportable Quantities of the hazardous substances listed in 40 CFR
§117.3.
5) Other information: If you answer "Yes" to any of the following items, and the answer if different from
how it was answered when originally applying, you might not be eligible to maintain your no exposure
exclusion. Please contact the Division if this is the case.
a. Does your facility store used, recycled, or otherwise reclaimed pallets outside? ❑ Yes ® No
b. Does your facility have coal piles on site? ❑ Yes ® No
c. Does your facility store other fuel sources outside in piles, such as wood chips, ❑ Yes ®No
sawdust, etc.?
d. Does your facility have air emissions associated with its industrial activity (e.g., ® Yes ❑ No
degreasing operations, plating, painting and metal finishing)? If so, describe the
industrial activity: Processing of water in the manufacturing of Micro Optics
e. If you answered yes to d., are those emissions permitted by an Air Quality Permit? [:]Yes® No❑NIA
Please specify: Emissions are well below the threshold for air quality permit
Page 2 of 3
SWU-NESR-29Jul2010

NCGNE0000 No Exposure Self Re -Certification
6) Certification:
certify under penalty of law that I have read and understand the eligibility requirements for claiming a condition of "no
exposure" and obtaining/maintaining an exclusion from NPDES stormwater permitting.
I certify under penalty of law that there are no discharges of stormwater contaminated by exposure to industrial activities
or materials from the industrial facility or site identified in this document (except as allowed under 40 CFR 122.26(g)(2)).
I understand that I am obligated to annually self re -certify No Exposure and, if requested, submit this re -certification to
DWQ or the operator of the local municipal separate storm sewer system (MS4) into which the facility discharges (where
applicable). I understand that I must allow the North Carolina. Division of Water Quality, or MS4 operator where the
discharge is into the local MS4, to perform inspections to confirm the condition of no exposure and to make such
inspection reports publicly available upon request.
In the event that the site no longer qualifies for a No Exposure Exclusion, I understand that I must obtain coverage under
an NPDES permit prior to any point source discharge of stormwater from the facility. Additionally, I certify under penalty of
law that this document and ail attachments were prepared under my direction or supervision in accordance with a -system
designed to assure that qualified personnel properly gathered and evaluated the information provided. Based on my
inquiry of the person or persons who manage the system, or those persons directly responsible for gathering the
information, the information provided is to the best of my knowledge and belief true, accurate and complete. I am aware
that there are significant penalties for providing false information, including the possibility of fine and imprisonment for
knowing violations.
I certify that I am familiar with the information contained in this document and that to the best of my knowledge and belief
such information is true, complete, and accurate.
Printed Name of Person Signing:
Title:
(Signature)
(Date Signed)
Please note: The Regional Office may inspect your facility at any time in the future for
compliance with the No Exposure Exclusion.
North Carolina General Statute 143-215.6 B(i) provides that:
Any person who knowingly makes any false statement, representation, or cartification in any application, record, report, plan, or other
document filed or required to be maintained under this Article or a rule implementing this Article; or who knowingly makes a false
statement of a material fact in a rulemaking proceeding or contested case under this Article; or who falsifies, tampers with, or knowingly
renders inaccurate any recording or monitoring device or method required to be operated or maintained under this Article or rules of the
[Environmental Management] Commission implementing this Article shall be guilty of a Class 2 misdemeanor which may include a fine
not to exceed ten thousand dollars ($10,000).
This completed form must be kept on file at the facility for at least 5 years. Do not submit this
form to DWQ unless requested.
Page 3 of 3
SWU-NESR-29Jul2010

PURCHASE AND SALE AGREEMENT
T111S PURCHASE AND SALE AGREEMENT (the "Agreement") is made and entered
into this _ day of , 2014 (the "Effective Date"), by and between DigitalOptics
Corporation East, a Delaware Corporation ("Seller"), and Avago Technologies Wireless (U.S.A.)
Manufacturing, Inc. a Delaware corporation ("Buyer").
RECITALS:
A. Seller is the owner of the Property (as hereinafter defined in Section 1 hereof).
B. Buyer wishes to purchase and Seller desires to sell the Property pursuant to the
terms and conditions set forth herein.
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants,
representations, warranties and agreements contained herein, and for other good and valuable
consideration, the adequacy and receipt of which are hereby acknowledged by the parties, it is
hereby agreed as follows:
SECTION 1. Definitions.
For purposes of this Agreement, the following capitalized terms used herein shall have
the meanings set forth below:
Contracts. "Contracts" means the contracts set forth on Schedule 1 attached hereto and
incorporated herein by this reference.
Escrow Agent. "Escrow Agent" means Chicago Title Insurance Company.
Improvements. "Improvements" means all buildings, landscaping, parking and other
improvements now or hereafter situated on the Real Property (not including the Personal
Property) and all right, title and interest appurtenant to the improvements, including, without
limitation, (a) any easement, right-of-way, license, interest, right and appurtenance of any kind
relating to the Improvements, (b) any award from and after the Closing Date relating to any
damage or any condemnation or other taking (whether permanent or temporary) of the
Improvements or any rights related thereto and (c) any insurance proceeds relating to any
casualty loss due and owing to Seller as a result of damage or destruction of all or,any portion of
the Improvements to the extent not applied by Seller to restore the Improvements.
Judgment. "Judgment" means any judgment, order, award, or decree of any court,
governmental authority, regulatory body or arbitrator or any kind.
Judicial Action. "Judicial Action" means any action, lawsuit, claim, proceeding or
investigation (or group of related actions, lawsuits, proceedings or investigations).
5 716340.4/SP/23105/0103/031114
WCSR 31971786v5 04/01/2014

Lease. "Lease" means that certain Lease Agreement by and between Seller and Tenant,
dated as of August 9, 2013, a copy of which is attached hereto as Exhibit B.
Personal Property. "Personal Property" means all right, title and interest of Seller in and
to all equipment, furniture, furnishing, fixtures and personalty, if any, located at the Real
Property or the Improvements or affixed to any of the Real Property or the Improvements.
Property. "Property means the Real Property together with the Improvements and the
Personal Property.
Real Pro a "Real Property" means that certain parcel of real property containing
approximately 18.71 acres and located at 9815 David Taylor Drive, Charlotte, Mecklenburg
County, North Carolina, as more particularly described on Exhibit A attached hereto, together
with all right, title and interest appurtenant to such property, including, without limitation, (a)
any easements, rights -of -way, licenses, mineral rights, water rights, water stock and all other
interests, rights and appurtenances of any kind relating to the Real Property, (b) Seller's interest,
if any, in any land lying in the bed of any highway, street, road, avenue, access way or in any
easement, opened or proposed, in front of, at a side or adjoining the Real Property, and to the
centerline thereof, (c) any award from and after the Closing Date relating to any damage or any
condemnation or other taking (whether permanent or temporary) of the Real Property and the
rights related thereto, and (d) any insurance proceeds relating to any casualty loss due and owing
to Seller as a result of damage. or destruction of all or any portion of the Real Property, to the
extent not applied by Seller to restore the Real Property.
Seller's Knowledge. Statements made herein given by Seller "to the best of Seller's
Knowledge" or"'to "to Seller's knowledge" are based solely upon the actual knowledge after
reasonable inquiry of Eric Schlezinger and John Thode during Seller's due diligence period prior
to its acquisition of the Property and subsequent to its acquisition of the Property. No inquiries or
investigations, or knowledge of events or circumstances existing or occurring prior or subsequent
to Seller's acquisition of the Property, shall be deemed attributed to Seller unless it can be
proven that Eric Schlezinger or John Thode had actual knowledge of such inquiries,
investigations, events or circumstances and failed to disclose such matters to Buyer prior to
Closing. Notwithstanding anything contained herein to the contrary, neither Eric Schlezinger nor
John Thode has not conducted any investigation or inquiry with respect to the representations
and warranties set forth herein made "to the best of Seller's knowledge" or "to Seller's
knowledge", and Seller shall have no liability with respect to any such representations or
warranties for any matter not actually known by Eric Schlezinger or John Thode.
Tenant. "Tenant" means Flir Commercial Systems, Inc., a California corporation.
Title Company. "Title Company" means Escrow Agent.
Warranties. "Warranties" means the warranties set forth on Schedule 2 attached hereto
and incorporated herein by reference.
5716340.4/SP/23105/0103/031I14 2
WCSR 31971786v5 04/01/2014

SECTION 2. Purchase Price and Terms of Payment.
The purchase price ("Purchase Price") for the Property is Seven Million Five Hundred
Ninety -Five Thousand and N01100 Dollars ($7,595,000.00). The Purchase Price shall be paid
by Buyer as follows:
(a) Within five (5) business days after the Effective Date, Buyer shall deposit the sum
of Two Hundred Ten Thousand and NO/100 Dollars ($210,000.00) with the Escrow Agent,
which the Escrow Agent shall deposit in an interest bearing account at a federally insured
financial institution (the "Account") within two (2) days after receipt of Buyer's taxpayer
identification number. The deposit, together with interest thereon, shall hereinafter collectively
be called the "Earnest Money". Buyer shall be entitled to all interest accumulating on the Earnest
Money, unless Seller is entitled to retain the Earnest Money as liquidated damages pursuant to
the terms of Section 14 below.
(b) Upon Closing, the Earnest Money shall be applied against the Purchase Price, and
the balance of the Purchase Price shall be paid to Seller in immediately available funds.
SECTION 3. Conveyance and Title.
Subject to the terms and conditions of this Agreement and for the consideration set forth
herein, Seller agrees to convey, transfer, assign, sell and deliver to Buyer at Closing all of the
following:
(a) Fee simple title to the Real Property and Improvements, by Special Warranty
Deed, subject only to the Permitted Exceptions and the lien for ad valorem taxes that are not yet
due and payable. The legal description for the Real Property to be used in the Special Warranty
Deed to Buyer shall be the legal description included in the deed pursuant to which Seller
obtained title to the Real Property. If Buyer's new survey indicates a different legal description
that Buyer wants incorporated into the closing documentation, Seller agrees also to provide a
Non -Warranty Deed in which the Property will be described as set forth in such new survey.
(b) All of Seller's right, title and interest, to the extent assignable, if any, in and to the
Contracts, the Lease, the Warranties and the Personal Property.
Subject to the rights of third parties under the Lease, Seller agrees to deliver possession
of the Property on the Closing Date to Buyer, free of any lease or other right of possession or
claim of right of possession by any person or entity, except for the Permitted Exceptions.
SECTION 4. Title.
(a) At Closing, Seller shall convey to Buyer fee simple absolute title to the Property,
subject only to the Permitted Exceptions and the rights of third parties under the Lease and the
lien of ad valorem taxes that are not yet due and payable.
(b) As soon as reasonably possible after the Effective Date, Seller shall provide to
Buyer a copy of Seller's original title policy and all endorsements thereto. Prior to the expiration
of the Due Diligence Period which shall run concurrently with the Title Objection Period (herein
5716340.4/SP/23105/0103/031114
WCSR 31971786v5 04/01/2014

so called), Buyer shall cause the Title Company to issue a commitment for title insurance (the
"Title Commitment") and shall notify Seller, in writing, of such objections as Buyer may have to
anything contained in the Title Commitment and any survey Buyer obtains of the Property. In
the event Buyer notifies Seller of objections to title or to matters shown on a survey prior to the
expiration of the Title Objection Period, Seller will have the right, but not the obligation (other
than with respect to Monetary Liens as defined herein), to attempt to cure such objections.
Within five (5) days after receipt of Buyer's notice of objections, Seller will notify Buyer in
writing if Seller elects to attempt to cure such objections ("Seller's Cure Notice"). If Seller
provides no notice, Seller shall be deemed to have elected to cure. If Seller elects to attempt to
cure such objections, Seller will have until the Closing Date to attempt to remove, satisfy or cure
the same. If Seller elects not to cure such objections prior to the Closing, Buyer will have the
following options: (i) to accept a conveyance of the Property subject to the Permitted
Exceptions, specifically including any matter objected to by Buyer (other than a Monetary Lien)
that Seller is unwilling or unable to cure; or (ii) to terminate this Agreement by sending written
notice thereof to Seller within the 10-day period described below, and upon delivery of such
notice of termination, this Agreement will terminate and the Earnest Money will be returned to
Buyer, and thereafter neither party hereto will have any further rights, obligations or liabilities
hereunder except with regard to any breach or default existing as of that date or to the extent that
any right, obligation or liability set forth herein expressly survives termination of this
Agreement. If Seller notifies Buyer that Seller does not intend to attempt to cure any title
objection, Buyer will, within ten (10) days after the date of such notice, notify Seller in writing
whether Buyer elects to accept the conveyance under clause (i) above or to terminate this
Agreement under clause (ii) above. As used herein, a "Monetary Lien" is a lien, claim or
encumbrance that evidences or secures a fixed monetary amount (other than ad valorem real
property taxes for the current year which are not yet due and payable) arising from Seller's acts
or omissions that affects title to the Property. Seller must satisfy all Monetary Liens at Seller's
sole cost and expense, at or prior to the Closing.
(c) In the event that any title exceptions or survey matters arise after Buyer's initial
title search that are. unacceptable to Buyer (subject to the provisions of this Section 4), Buyer
may after the discovery thereof notify Seller, in which event Seller shall within five (5) days
after Buyer's notice deliver written notice to Buyer of whether it will attempt to cure such
objection. In the event Seller elects not to cure such objection, Seller shall provide written
notice, then upon such election not to cure, or in the event that Seller elects to cure same and
fails to so cure it prior to Closing, then Buyer may elect either of the options set forth in clauses
(i) and (ii) above in subsection 4(a) above, subject to the requirement that Buyer notify Seller in
writing with its election within the required 10-day period described in subsection 4(a) above (or
Buyer will be deemed to have waived its right to ternnate described in subsection 4(a) above.
SECTION 5. Inspection and Cooperation.
(a) Subject to the terms of the Lease, Buyer and its invitees and agents may during
the period beginning on the Effective Date and continuing until the date that is sixty (60) days
after the Effective Date (the "Due Diligence Period"), enter upon the Property to conduct all
inspections and investigations of the condition and all other aspects of the Property that it may
deem necessary or desirable in its sole discretion, including, but not. limited to, surveys, tests,
studies, inquiries, investigations and reviews relating to the Property, and the right to review and
5716340.4/SP/23105/0103/031114 4
WCSR 31971786v5 04/01l2014

copy all Contracts and Warranties. In the event the Lease does not require Tenant to allow entry
upon the Property for such inspections and investigations, Seller will use its best efforts to cause
Tenant to allow such entry. Seller shall deliver to Buyer all Contracts and Warranties at the
address set forth in Section 19 within three (3) days after the Effective Date. Notwithstanding
the foregoing, Buyer may not perform any tests of the Property (including soil borings) of an
intrusive or disruptive nature without the prior written consent of Seller, which consent shall not
be unreasonably delayed or withheld. Seller shall respond in writing within three (3) business
days of receipt of a written request from Buyer to perform a test of the Property. Seller or any
representative of Seller may be present during any and all inspections or examinations of the
Property. Seller hereby authorizes Buyer, its agents or invitees to conduct a Phase I
Environmental Assessment of the Real Property.
(b) Any tests conducted in connection with such inspections shall be conducted so as
not to damage the Property and/or interfere with the use of the Property by Seller. Buyer agrees
to repair or restore promptly any damage to the Property caused by Buyer, its agents, contractors
and invitees. All such entries onto the Property shall be at the risk of Buyer, and Seller shall
have no liability for any injuries sustained by Buyer or any of Buyer's agents, contractors or
invitees, unless caused by Seller's negligence, gross negligence or willful misconduct. Buyer
agrees to indemnify and hold Seller and its affiliated entities and individuals harmless from and
against any and all Ioss, claim, action, demand or liability that may arise against any of them or
the Property by virtue of any inspections, tests or studies of the Property, unless caused by the
negligence of Seller, which indemnity shall survive Closing or termination of this Agreement.
Upon completion of Buyer's . investigations and tests, Buyer shall restore the Property to
substantially the same condition as it existed before Buyer's entry upon the Property.
(c), This Agreement may be terminated by Buyer during the Due Diligence Period by
delivery of a written notice to Seller given prior to the end of the Due Diligence Period. Upon
any such termination, the Earnest Money shall be immediately returned to Buyer and neither
party hereto shall have any liability to the other except for the obligations of Buyer set forth in
Section 5(b) hereof. If this Agreement is not terminated during the Due Diligence Period, then
notwithstanding any contrary provision set forth herein, the Earnest Money shall in no event be
refundable to Buyer, absent a default hereunder by Seller or a termination of this Agreement by
Buyer pursuant to Section 4 hereof, or as a result of a failure of any of the conditions set forth in
Section i I hereof
(d) Seller shall deliver to Buyer, within three (3) days after the Effective Date, the
items listed on Schedule 5(d) attached hereto and incorporated herein that relate to the Property,
to the extent that same are in Seller's possession of under Seller's control. Such items are
provided subject to the terms and conditions of Section_1.6(s7) below and are for information only.
Buyer acknowledges and agrees that it will not rely upon any such items, and Seller makes no
warranty or representation of any kind relating to any such items.
SECTION 6. Closin .
The consummation of the transactions contemplated hereby shall be held at the Charlotte
offices of either Escrow Agent or Buyer's attorney, or by mail, or at such other place as the
parties may mutually agree. As used in this Agreement, "Closing" means the delivery of the
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deed to Buyer, the delivery of the other closing documents contemplated hereunder and the
delivery of the Purchase Price to Seller. The Closing shall occur on or before the date that is
fifteen (15) days after the expiration of the last notice date provided in Subsection 4(a) above.
The date on which the Closing occurs is referred to herein as the "Closing Date".
SECTION 7. Expenses of Closing.
Seller shall pay and be responsible for the following costs: (i) the Grantor tax on the
transfer of the Property; and (ii) one-half of any escrow fees. Buyer shall pay and be responsible
for the following costs: (i) all recording and filing fees for all recordable instruments executed
and delivered by Seller at the Closing pursuant to the terms hereof; (ii) any title examination fees
or charges incurred by Buyer in connection with its furnishing of the Title Commitment and any
premium for any title insurance purchased by Buyer; (iii) all costs associated with any survey of
the Property; (iv) one-half of any escrow fees; (v) all costs associated with Buyer's financing
obtained in connection with this transaction; and (vi) all costs associated with Buyer's due
diligence relating to the Property or to the Lease or other documents relating to the Property.
Each party shall be responsible for its own attorneys' fees and costs, except as provided
otherwise by this Agreement.
SECTION 8. Closing _Doc uments.
Seller shall execute and deliver the following documents at Closing:
(a) Special Warranty Deed, subject only to the Permitted Exceptions.
(b) Owner's affidavit affirming that no labor has been performed on the Real
Property and Improvements within one hundred twenty (120) days prior to the Closing Date (or
if work has been performed certifying as to payment in full and/or waiving lien rights as to the
Real Property and Improvements and a description of the work performed) and that there are no
outstanding liens or rights to claim liens against the Real Property or Improvements.
(c) Executed closing statement itemizing the dollar amount of all financial matters
relating to the Closing, including the adjustments and prorations provided herein.
(d) A FIRPTA affidavit.
(c) Assignment and assumption of the Lease in substantially the same form as
Exhibit C attached hereto.
(f) Bill of sale with respect to the Personal Property (if any) to be conveyed
hereunder, free and clear of all liens, claims and encumbrances.
(g) Assignment of the Contracts (if any).
(h) Assignment of Warranties (if any), such assignment to be subject to the rights of
the Tenant under the Lease and without warranty or recourse.
5716340.4/SP/23105/0103/031114 6
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(1) Such evidence of Seller's authority as is reasonably requested by the Title
Company.
Buyer shall execute and/or deliver, as applicable, the following at Closing:
(a) . The balance of the Purchase Price in immediately available funds, as adjusted
pursuant to Section 2 and Section 9 of this Agreement.
(b) Assignment and assumption of the Lease in substantially the same form as
Exhibit C attached hereto.
(c) Executed closing statement, itemizing the dollar amount of all financial matters
related to the Closing, including the adjustments and prorations provided for herein.
(d) Such other documents as may be reasonably necessary or desirable in
consummating the transaction contemplated by the Agreement, including evidence of the
authority of the person(s) executing the closing documents on behalf of Buyer.
SECTION 9. Prorations and Allocations.
(a) All accrued but unpaid rent due under the Lease shall be prorated so that Buyer
receives the benefit of all rent accruing under the Lease commencing on the day after the Closing
Date, and Seller receives the benefit of all rent accruing under the Lease on and prior to the
Closing Date. Ad valorem taxes, assessments, utility charges and other operating expenses of
the Property shall not be prorated because Tenant, pursuant to the terms of the Lease, is obligated
to pay all such amounts; provided, however, that the foregoing shall not diminish' Seller's
obligation to satisfy all Monetary Liens at or prior to Closing. Notwithstanding the foregoing, if
there are unpaid assessments on the Closing Date that have not been satisfied by Tenant, Seller
shall be responsible for the payment of such assessments.
(b) Any security deposit due by the Tenant under the Lease prior to the Closing Date
shall be paid or credited to Buyer at Closing.
(c) Any errors or omissions in computing the adjustments or apportionments at
Closing shall be corrected promptly thereafter.
SECTION 10. Covenants Pending Closing.
Following execution of this Agreement and at all times prior to the Closing:
(a) Operation of Real Property and Ilnrovements. Subject to the terms and
conditions of the Lease, Seller shall (i) maintain the Real Property and Improvements
substantially in the same manner as heretofore conducted and existing and in all events in the
ordinary course of business, and (ii) refrain from disposing of any Property, entering into any
leases or agreements or otherwise entering into any transaction inconsistent with the transactions
contemplated by this Agreement.
5716340.4/SP/23105/0103/031I14 7
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(b) Insurance. Subject to the terms and conditions of the Lease, Seller shall keep the
Real Property and Improvements insured (or cause Tenant to keep the Real Property and
Improvements insured) against fire and other hazards and shall maintain (or cause Tenant to
maintain) liability insurance with respect to the Real Property and Improvements, and all such
policies shall be kept in full force and effect until the Closing Date.
SECTION 11. Conditions Precedent to Closing.
(a) The obligations of Buyer under this Agreement are subject to the fulfillment on or
before the Closing Date of the following conditions precedent, any one or more of which
conditions may, at the option of Buyer, be waived in writing by Buyer:
(i) The representations and warranties of Seller contained in this Agreement
shall be true and correct in all material respects on and as of the Closing Date, with the
same force and effect as made on the Closing Date.
(ii) The execution by Seller (and all other required parties) and delivery of all
documents required under Section 8 hereof.
(iii) Seller shall have provided Buyer with a copy of any necessary operating
permit confirming that the current use of the property is authorized under applicable local
law.
(iv) No'later than ten (10) business days prior to the Closing Date, Seller will
deliver to Buyer an estoppel certificate executed by Tenant containing the items to which
Tenant is required to certify pursuant to the terms of the Lease, in form acceptable to
Buyer.
(b) Except for a failure by Seller to deliver the documents referenced in subsection
(ii) above, a failure of any of the conditions precedent set forth above shall not constitute a
default hereunder by Seller but shall entitle Buyer to terminate this Agreement and receive a
refund of the Earnest Money and upon any such termination, neither party hereto shall have any
liability to the other except for provisions that expressly survive the termination of this
Agreement.
SECTION 12. Brokerage Commission.
The parties acknowledge that Buyer is represented by Tripp Commercial and Cornish &
Carey Commercial Newmark -Knight Frank ("Buyer's Broker") and that Seller is represented by
Cresa Partners ("Seller's Broker", and collectively with Buyer's Broker, the `Brokers"). Each of
the parties represents and warrants to the other that no other brokers or other parties claiming
through it are entitled to a commission or other payment relating to this transaction. Pursuant to
the terms of a separate written agreement between Seller and the Brokers, Seller shall pay at
Closing a brokerage commission, if and only if the Closing occurs, in the total amount of five
percent (5%) of the Purchase Price to be divided 2.5% to Seller's Broker and 2.5% to Buyer's
Broker . Seller shall not be obligated to pay any amount to any other party claiming by, through
or under Buyer. Buyer and Seller agree that in the event of a breach of the warranties,
representations or covenants set forth in this Section, then the breaching or defaulting party shall
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indemnify and hold the other harmless with respect to any loss or claim, including all attorneys'
fees and costs of litigation through appellate proceedings. This obligation set forth in this
Section shall survive the Closing.
SECTION 13. Establishment of Escrow.
(a) The terms and conditions set forth in this Agreement shall constitute both an
agreement between Seller and Buyer and instructions for Escrow Agent. Seller and Buyer shall
promptly execute and deliver to Escrow Agent any separate or additional escrow instructions
requested by Escrow Agent that are consistent with the terms of this Agreement. Any separate
or additional instructions shall not modify or amend the provisions of this Agreement unless
otherwise expressly agreed by mutual consent of Buyer and Seller. Buyer and Seller both hereby
acknowledge and agree that Escrow Agent shall hold and deliver the Earnest Money and all
other deposits that may be made under this Agreement in accordance with the terms and
conditions of this Agreement and that Escrow Agent shall be relieved of all liability and held
harmless by both Seller and Buyer in the event Escrow Agent makes any disbursement of such
monies in accordance with the terms and provisions of this Agreement. Escrow Agent shall be
relieved from any responsibility or liability and held harmless by both Buyer and Seller in
connection with the discharge of Escrow Agent's duties hereunder provided that Escrow Agent
exercises ordinary and reasonable care in the discharge of such duties.
(b) The Earnest Money shall be placed in an interest -bearing account of a federally
insured financial institution within two (2) days of receipt of Buyer's federal tax identification
number. All interest earned on the Earnest Money shall belong to Buyer unless Buyer defaults,
in which event all interest earned on the Earnest Money shall belong to Seller. Escrow Agent
shall not be responsible for any fluctuations in interest rate paid on the deposit(s) or for penalties
for early withdrawal.
SECTION 14. Default and Remedies.
(a) Seller's Default. If the sale and purchase of the Property contemplated by this
Agreement is not consummated because Seller defaults hereunder, then Buyer may, as its sole
and exclusive remedy, either (i) terminate this Agreement and upon such termination, the Earnest
Money shall be returned to Buyer and neither party shall have any liability or obligation to the
other, except for the indemnity obligations of Buyer set forth in Section 5(b) hereof, or (ii) seek
specific performance of this Agreement. A termination because of condemnation, casualty or
any other cause beyond Seller's reasonable control shall not be deemed a default by Seller
hereunder and a failure of any of the conditions precedent to Buyer's obligations hereunder that
are not within the reasonable control of Seller shall not constitute a default hereunder.
(b) Buyer's Default. If the sale and purchase of the Property contemplated by this
Agreement is not consummated because of Buyer's default hereunder, the Escrow Agent shall
(after first giving Buyer five (5) days prior written notice) pay over the Earnest Money to Seller,
as Seller's sole and exclusive remedy hereunder for such default of Buyer, the parties hereto
acknowledging that it is impossible to estimate more precisely the damages that might be
suffered by Seller upon Buyer's default. Seller's retention of said Earnest Money is intended not
as a penalty, but as full liquidated damages. The right to receive and retain the Earnest Money as
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full liquidated damages is Seller's sole and exclusive remedy in the event of default hereunder by
Buyer.
SECTION 15. Warranties and Representations of Buyer.
Buyer hereby warrants and represents as of the Effective Date and as of the Closing Date
to, and covenants and agrees with, Seller as follows:
(a) Legal CapacitX. Buyer has full legal capacity to execute and deliver this
Agreement and to perform all of its obligations hereunder.
(b) Power. This Agreement and all other agreements, instruments and documents
required to be executed or delivered by Buyer pursuant hereto have been or (if and when
executed) will be duly executed and delivered by Buyer, and are or will be legal, valid and
binding obligations of Buyer. No governmental consents and permissions are required to be
obtained by Buyer for the execution and performance of this Agreement and the other documents
to be executed by Buyer hereunder. The consummation of the transactions contemplated herein
and the - fulfillment of the terms hereof will not result in a breach of any of the terms or
provisions of, or constitute a default under, any agreement or document to which Buyer is a party
or by which it is bound, or any order, rule or regulation of any court or of any federal or state
regulatory body or any administrative agency or any other governmental body having
jurisdiction over Buyer.
(c) No proceedings. There is not now pending or, to Buyer's knowledge, threatened,
any action, suit or proceeding, legal, equitable or otherwise, before any court or governmental
agency or body that might adversely affect Buyer's ability to perform its obligations hereunder.
SECTION 16. Warranties and Representations of Seller.
Seller represents, warrants and covenants to Buyer and agrees that, at and as of the
Effective Date and at and as of the Closing Date, the following statements shall be true in all
respects, except as disclosed in the diligence documents provided on Schedule 5(d):
(a) Power. Seller has full power to own the Property and conduct the business
presently being conducted by it.
(b) Authority Relative to this Agreement. The execution, delivery and performance
of this Agreement and the closing documents by Seller and the execution, delivery and
performance by each individual and/or entity signing this Agreement on behalf of Seller, has
been duly authorized and approved by all requisite action on the part of Seller.
(c) Lease Defaults. Seller has not given any written notice of default under the Lease
that has not been cured, and, to Seller's knowledge, there exists no fact or circumstance that with
the giving of notice or the passage of time or both would constitute an event of default under the
Lease. To Seller's knowledge, the Lease is in full force and effect, enforceable against the
Tenant.
5716340.4/5P/23105/0103/031114 10
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(d) FIRPTA. Seller is not a "foreign person" within the meaning of Section 1445(f)
(3) of the United States Bankruptcy Code.
(e) Environmental. To Seller's knowledge, there are no violations of any federal,
state or local laws, rules, regulations or orders relating to the presence, release or existence of
Hazardous Substances, at, on about, above, or under the Property, or any portion thereof,
including but not limited to soil and groundwater conditions. "Hazardous Substances" for the
purposes hereof shall mean any chemical, compound, material, mixture, living organism or
substance that is defined or listed in, or otherwise classified pursuant to, any Environmental
Laws as a "hazardous substance", "hazardous waste", "hazardous material" or "toxic pollutant".
As used herein, the terms "Hazardous Substances" also means and includes, without limitation,
asbestos, ' motor oil, waste oil, gasoline, diesel, petroleum products or constituents, solvents,
polychlorinated biphenyls, and other chemical products. "Environmental Laws" shall mean any
and all present and future federal, state and local laws (whether under common law, statute, rule,
regulation or otherwise), requirements under permits issued with .respect thereto, and other
requirements of any governmental authority that regulate Hazardous Substances (including,
without limitation, the Comprehensive Environmental Response, Compensation, and Liability
Act of 1980 (42 U.S.C. § 9601, et_sea.).
(f) Survival. The above representations and warranties shall be true and correct both
as of the Effective Date and the Closing Date; provided, however that if prior to the Closing
Seller discloses to Buyer in writing any inaccuracy or misstatement, Buyer may, at its option and
as its sole remedy, either (i) waive the breach and proceed with the Closing, in which case Seller
will have no continuing liability with respect thereto, or (ii) elect to terminate this Agreement
and receive a return of the Earnest Money. All representations and warranties of Seller in this
Agreement shall survive Closing for a period of 12 (12) months after Closing, and Seller shall
have no liability thereafter with respect to such representations and warranties. If Buyer, prior to
the Closing Date, has notice of or independent knowledge that a representation or warranty of
Seller is not true and correct, but fails to bring such untrue or incorrect representation or
warranty to Seller's attention prior to the Closing Date, Buyer shall not be permitted to assert any
claims against Seller, nor shall Seller have any liability for, the untruth or incorrectness of any
such representation or warranty.
(g) Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,
BUYER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE, DOES NOT
MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS,
WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY
KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR
WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH
RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE
PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND
GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE
SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES OR USES THAT
BUYER MAY CONDUCT THEREON, (D) THE COMPLIANCE OF OR BY THE
PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR
REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E)
THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR
5716340.4/S P/23 105/0103/03 1114 11
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FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (F) THE MANNER OR
QUALITY OF THE CONSTRUCTION OF MATERIAL, IF ANY, INCORPORATED INTO
THE PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF
REPAIR OF THE PROPERTY, OR (H) COMPLIANCE WITH ANY ENVIRONMENTAL
PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS
OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF
HAZARDOUS MATERIALS, OR (I) ANY OTHER MATTER WITH RESPECT TO THE
PROPERTY. NO SUCH REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY,
GUARANTY OR PROMISE, IF ANY, MADE BY ANY PERSON ACTING ON BEHALF OF
SELLER SHALL BE VALID AND BINDING UPON SELLER UNLESS EXPRESSLY SET
FORTH HEREIN. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING
BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, BUYER IS RELYING
SOLELY ON ITS OWN INVESTIGATION AND NOT ON ANY INFORMATION
PROVIDED OR TO BE PROVIDED BY SELLER EXCEPT AS EXPRESSLY SET FORTH IN
THIS AGREEMENT. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT ANY
INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE PROPERTY
WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT
MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH
INFORMATION AND MAKES NO REPRESENTATION AS TO THE ACCURACY,
TRUTHFULNESS OR COMPLETENESS OF SUCH INFORMATION EXCEPT AS
EXPRESSLY SET FORTH IN THIS AGREEMENT. EXCEPT AS EXPRESSLY SET FORTH
IN THIS AGREEMENT, SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY
ANY VERBAL OR WRITTEN STATEMENT, REPRESENTATION OR INFORMATION
PERTAINING TO THE PROPERTY OR THE OPERATION THEREOF, FURNISHED BY
ANY REAL ESTATE BROKER, CONTRACTOR, AGENT, EMPLOYEE, SERVANT OR
OTHER PERSON. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE
MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE PROPERTY AS
PROVIDED FOR HEREIN IS MADE ON AN "AS IS" CONDITION AND WITH ALL
FAULTS. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING
OR ANY TERMINATION HEREOF.
SECTION 17. Risk of Loss.
Seller shall maintain the Improvements to be constructed on the Property pursuant to the
Lease until the Closing Date, ordinary wear and tear excepted. Notwithstanding the foregoing,
in the event of any damage or other casualty to the Property exceeding the sum of One Hundred
Thousand and NO/100 Dollars ($100,000.00) in repair costs prior to Closing, Seller shall
immediately give notice of the same to Buyer, and Buyer shall be entitled to terminate this
Agreement or close hereunder without any reduction in the Purchase Price, except that Seiler
shall assign without recourse or warranty to Buyer any insurance proceeds payable to Seller with
respect to such damage or casualty, together with the amount of any deductible or other self -
insured amount. In the event Buyer terminates this Agreement due to'such damage or casualty,
the Earnest Money shall be refunded to Buyer. For any damage or other casualty to the Property
prior to Closing for which repair costs equal or are less than One Hundred Thousand and NO/100
Dollars ($ l 00,000.00), Seller shall assign without recourse or warranty to Buyer any insurance
proceeds payable to Seller with respect to such damage or casualty, together with the amount of
an-,- deductible or other self -insured amount.
5 716340.4/SP/23105/0103/03 1114 12
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SECTION 18. Condemnation.
If any authority having the right of eminent domain shall commence negotiations with
Seller or shall commence legal action against Seller for the damaging, taking or acquiring of all
or any part of the Property, either temporarily or permanently, by condemnation or by exercise of
the right of eminent domain, Seller shall immediately give notice of the same to Buyer. Upon
the occurrence of any of the. foregoing events, Buyer shall have the right, at its option, to
terminate this Agreement by giving notice thereof to Seller on or before the Closing Date, in
which event Buyer shall be released of all further obligations hereunder and Buyer's Earnest
Money and any other deposit(s) made by Buyer together with any interest earned thereon shall
be returned to Buyer. If Buyer does not so terminate this Agreement, the Purchase Price for the
Property shall be reduced by the total of any awards, settlement proceeds or other proceeds
received by Seller prior to the Closing Date with respect to any damage or taking. At the
Closing, Seller shall assign to Buyer all rights of Seller in and to any future awards, settlement
proceeds or other proceeds that are payable on or after the Closing Date. The risk of
condemnation or eminent domain shall be borne by Seller until the Closing Date. In the event of
any negotiations with any authority regarding the payment of any awards or other sums or
regarding any settlement on account of any damaging, taking or acquiring through condemnation
or eminent domain, Seller will inform Buyer of all such negotiations of which Seller has notice
and will permit Buyer to take part therein.
SECTION 19. Notice.
All notices required or allowed by this Agreement shall be delivered in person, by third
party courier (including an overnight courier service such as Federal Express) or by certified
mail, return receipt requested, postage prepaid, addressed to the party or person to whom notice
is to be given at the following addresses:
To Seller: DigitalOptics Corporation East
c/o Tessera Global Services, Inc.
3025 Orchard Parkway
San .lose, CA 95134
Attn: Paul E. Davis
And with a copy to: Womble Carlyle Sandridge & Rice
One Wells Fargo Center, Suite 3500
301 South College Street
Charlotte, NC 28202
Attn: Robert G. Brinkley, Esq.
To Buyer: Avago Technologies Wireless (U.S.A.) Inc.
305 West Trimble Road
San Jose, California 95131
Attn: General Counsel: Important Legal Notice
5716340.4/5P/2310510103/031114 13
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And with a copy to: Strasburger & Price, LLP
901 Main Street, Suite 4300
Dallas, Texas 75202
Attn: Beth Tiggelaar
Telephone: [phone]
Telecopier: (214) 6594070
Email: [e-mail]
Notice shall be deemed to have been given upon the date of mailing or deposit with an
expedited mail service, unless a response is required or contemplated hereunder, in which case
same shall be deemed given upon receipt. The addresses for the purpose of this paragraph inay
be changed by giving notice as provided herein; provided, however, that unless and until such
written notice is actually received, the last address stated herein shall be deemed to continue in
effect for all purposes hereunder.
SECTION 20. Entire Agreement.
This Agreement constitutes the entire agreement of the parties with respect to the
Property described herein. This Agreement may not be amended or modified orally. All
understandings and agreements heretofore between the parties with respect to the Property are
merged in this Agreement, which alone fully and completely expresses their understanding.
Handwritten provisions shall supersede typewritten provisions.
SECTION 21. No Waiver.
No waiver of any provision of this Agreement shall be effective unless it is in writing and
signed by the party against whom it is asserted and any such written waiver shall only be
applicable to the specific instance to which it relates and shall not be deemed to be a continuing
or future waiver.
SECTION 22. Amendments.
This Agreement may not be amended, modified, altered or changed in any respect
whatsoever except by further agreement in writing duly executed by the parties hereto.
SECTION 23. Captions.
The captions of this Agreement are for convenience and reference only and in no way
define, describe, extend or limit the scope or intent of this Agreement or the intent of any
provision hereto.
SECTION 24. Assimriment.
Buyer shall have the right to assign this Agreement without the prior written consent of
the Seller. Upon any such assignment the Buyer shall not be released from its obligations
hereunder. Any transfer tax imposed on the assignment shall be at Buyer's sole cost and
expense.
571 ti340.4/SP/23105/0103/031114 14
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SECTION 25. Successors.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective heirs, successors, assigns and legal representatives.
SECTION 26. Time.
Time is of the essence with respect to all matters contained herein. Whenever any time
period is to be computed hereunder, the day from which the period shall run is not to be
included, and any period ending on a Saturday, Sunday or legal holiday will be extended to the
next business day.
SECTION 27. Counterparts.
This Agreement may be executed in one or more counterparts, all of which shall be
considered one and the same agreement, and shall become a binding agreement when one or
more counterparts have been signed by and delivered to each of the parties.
SECTION 28. Validity.
In the event any term or provision of this Agreement is determined by appropriate
judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal
meaning or be construed or deleted as such authority determines, and the remainder of this
Agreement shall remain in full force and effect.
SECTION 29. No Recordation.
Neither this Agreement nor any notice or memorandum thereof shall be recorded in the
public records of any jurisdiction.
SECTION 30. Miscellaneous.
Whenever used, the singular shall include the plural, the plural shall include the singular,
and the use of any gender shall include all genders.
SECTION 31. Goveming_Law.
This Agreement shall be governed by and construed in accordance with the laws of the
State in which the Property is located.
SECTION 32. Attorneys' Fees.
If any action, suit, arbitration or other proceeding is instituted to remedy, prevent or
obtain relief from a default in the performance by any party to this Agreement of its obligations
under this Agreement, the prevailing party shall be reimbursed by the other party hereto for all of
such party's reasonable attorneys' fees incurred in each and every such action, suit, arbitration or
other proceeding, including any and all appeals or petitions therefrom. As used in this Section,
attorneys' fees shall be deemed to mean the full and actual costs of any legal services actually
5716340.4/SP/23105/0103/031114 15
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performed in connection with the matters involved, calculated on the basis of the usual fee
charged by the attorney perforn ing such service.
SECTION 33. Termination of Agreement.
It is understood and agreed that if either Buyer or Seller terminates this Agreement
pursuant to a right of termination granted hereunder, such termination shall operate to relieve
Seller and Buyer from all obligations under this Agreement, except for any breach or default
hereto occurring and such obligations as are specifically stated herein to survive the termination
of this Agreement.
SECTION 34. Further Assurances.
Each party agrees that it. will without further consideration execute and deliver such other
documents and take such other action, whether prior or subsequent to Closing, as may be
reasonably requested by the other party to consummate more effectively the purposes or subject
matter of this Agreement. Without limiting the generality of the foregoing, Buyer shall, if
requested by Seller, execute acknowledgments of receipt with respect to any materials delivered
by Seller to Buyer with respect to the Property. The provisions of this Section 34 shall survive
Closing.
SECTION 35. Seller's Parent Guaranty, Limitation on Seller Liability. In any action
brought after Closing to enforce the obligations of Seller under this Agreement or any other
document delivered in connection herewith (including, without limitation, any amount owing
pursuant to Section 3 of the Assignment and Assumption) (collectively a "Post -Closing Action"),
the judgment or decree shall not be enforceable against Seller unless and until the damages
suffered by Buyer as a result thereof shall equal or exceed Twenty -Five Thousand and NO/100
Dollars ($25,000). Except as provided below, no other entity affiliated with Seller, and no
shareholder, officer, partner, member, manager, principal director, agent, employee or other
representative of Seller or of any entity affiliated with Seller, whether direct or indirect
(collectively, "Seller Affiliates") shall be held to any personal liability hereunder, and no resort
shall be had to their property or assets, for the satisfaction of any claims hereunder or in
connection with the affairs of Seller. Notwithstanding anything in this Section to the contrary,
however,. Seller's parent company, Tessera Technologies, Inc. hereby guarantees the obligations
of Seller for amounts permitted to be collected from Seller by Buyer under this Section 35
pursuant to a Post -Closing Action. It being understood . and agreed by the Parties that Parent
wholly owns Seller as of the date hereof and without Parent's guarantee to Buyer as provided
herein, Buyer would be unwilling to enter into this Agreement and purchase the Property.
Because of the direct benefit to the Parent from the sale of the Property, the Parent has agreed, to
guarantee to the Buyer the obligations under this Agreement as set forth in this Section. Parent
shall provide to Buyer a resolution of its Board of Directors on or before Closing authorizing
entering into this Agreement for this specific purpose.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
5716340.4/SP/23105/0103/031114 16
WCSR 31971786v5 04/01/2014

Date.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
. . .
Avago Technologies Wireless (U.S.A.)
Manufacturing, Inc.
By:
Name:
Title:
SELLER:
DigitalOptig Corpo .on East
By:
Narne:
Title: S V (-v f C JY7)/
The undersigned Tessera Technologies, Inc., the parent corporation of Seller, joins in the
execution hereof for the purpose of agreeing to the terms of Section 35 hereof, and for no other
purpose.
Tessera T
By:
Name:
Title:
5716340.4/SP/23105/0103/031114
WCSR 31971786v5 04/01/2014

Attachments:
Exhibit A — Legal Description of the Real Property
Exhibit B -- Lease
Exhibit C — Form of Assignment and Assumption of Lease
Schedule 1 — Contracts
Schedule 2 — Warranties
Schedule_SLd) — Diligence Deliverables
5 716340.4/SP/23 105/0103/03 1114
WCSR 31971786v5 04/01/2014

Exhibit A
Legal Description of the Property
Mecklenburg County, North Carolina Parcel Number 04741211 as shown on the attached Polaris
3G Map.
5716340.4/SP/23105/0103/031114
WCSR 31971786v5 04/0112014

Polaris 3G Map — Mecklenburg County, North Carolina
EXHIBIT A TO PURCHASE AND SALE AGREEMENT
Date Printed: 411R014 12:09:48 PM
iJ
00
m
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0
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F—►
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CJi
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NCDENR
North Carolina Department of Environment and Natural Resources
Beverly Eaves Perdue
Governor
B01313Y D BAGGETT
DIGITAL OI7TICS CORPORATION EAST"
9815 DAVID TAYLOR DR.
CHARLOTTE, NC 28262
Dear Mr. Baggett:
Division of Water Quality
Coleen H. Sullins
Director
April 23, 2012
Dee Freeman
Secretary
RECEIVED
DIVISION OF WATER QUALITY
MAY 0 1 2012
SVVP SECTION
MOORESVILLE REGIONAL OFFICE
Subject: Name/Ownership Change Request
No Exposure Certification NCGNE0272
DigitalOptics Corporation East
Formerly Tessera North America
9815 David Taylor Drive
Mecklenburg County
The Division has reviewed your submittal. of the permit name/ownership change form for the subject No -Exposure
Certification, which we received on December 7, 2011. Division personnel have reviewed and approved your request to
transfer the exclusion from NPDES stormwater permitting requirements.
Please note that by our original acceptance of the no exposure certification and by our approval of your request to
transfer it, you are obligated to maintain no exposure conditions at your facility. If conditions change such that your
facility can no longer qualify for the no -exposure exclusion, you are obligated to immediately obtain NPDES permit coverage
for your stormwater discharge. Otherwise, the discharge becomes subject to enforcement as an un-permitted discharge.
Annual re -certification is required, and we have enclosed one blank Annual No Exposure Exclusion Self Re -Certification
form for your use. Your certification of no exposure does not affect your facility's legal requirements to obtain environmental
permits that may be required under other federal, state, or local regulations or ordinances.
If you have any questions or need further information, please contact the Stormwater Permitting Unit at [phone].
Sincerely,
,ORIGINAL SIGNED BY
BRADLEY BENtNE7T
for Chuck Walkild
cc: Mooresville Regional Office
Stornnvater Permitting Unit Files
Wetlands and Stormwater Branch One
1617 Mail Service Center, Raleigh, North Carolina 27699-1617 NoT-thCal of 1 nil
Location: 512 N. Salisbury St. Ralegh, North Carolina 27604
Phone: [phone] FAX: 919-807$4921 Customer Service: 1-877-623-6748 IA'aturally
Internet: www.ncwaterquality.org
An Equal Ooportuky 1 Affirmative Action Fmployer

Ao-Exposure
Self Re -Certification Information:
You are obligated to maintain no -exposure* conditions at your facility. If conditions change such that your
facility can no longer qualify for a no -exposure exclusion, you are obligated to immediately obtain NPDES
permit coverage for your stormwater discharge: Otherwise, the discharge becomes subject to enforcement as
an un-permitted discharge. State statute provides for fines of up to $25,000 per day for un-permitted
discharges.
Your conditional no -exposure exclusion must be self re -certified at least annually as follows:
- Complete the re -certification at a. minimum of once per year using the included Self Re -
Certification Form_
(additional copies can be downloaded from http://portal.ncdenr.org/web/wq/ws/su/npdessw#tab-5 )
Maintain a record of re -certifications on file at the facility. Do not submit the re -certification to DWQ
unless requested. If requested, submit a copy of the re -certification to the Division and/or the
municipality in which the facility is located.
-During an inspection by DWQ or local government, provide the re -certifications immediately upon
request.
- Notify the Division of any changes in ownership, significant facility and/or activity changes, or if the
facility can no longer maintain no -exposure conditions.
-Allow the NPDES permitting authority or, if discharging into a municipal separate storm sewer system, the operator
of the system, to: (1) inspect the facility; and (2) make such inspection reports publicly available upon request.
* "No exposure" means that all industrial materials and activities are protected by a storm resistant shelter to prevent -
exposure to rain, snow, snowmelt, and/or runoff. Industrial materials or activities include, but are not limited to, material
handling equipment or activities, industrial machinery, raw materials, intermediate products, by-products, final products, or
waste products. Material handling activities include the storage, loading and unloading, transportation, or conveyance of any
raw material, intermediate product, final product or waste product. (40 CFR 122.26(g))
Information and forms related No -Exposure Certifications can be accessed on the website at:
http://portal.ncdenr.org/,,�,eb/wg/ws/su/npdess�v#tab-5

Michael F. Easley, Governor
William G. Ross Jr., Secretary
North Carolina Department of Environment and Natural Resources
Cole�r►�I1�.rn,
s,
Dtv�ston te ity�V1 V=U
June 16, 2008
J U N 1 8 2008
Mr. Mark D. Little
Tessera North America
NC0
9815 David Taylor Drive
Charlotte, NC 28262 M-Surtece Water Protection
Subject: Name Change
No Exposure Certification NCGNE0272
Tessera North America
Formerly Digital Optics Corporation
9815 David Taylor Drive, Charlotte
Mecklenburg County
Dear Mr. Little:
The Division has reviewed your submittal of the permit nametownership change form for your No -Exposure
Certification, which we received on January 29, 2008. Division personnel have reviewed and approved your
request to change your name under your Certificate of No -Exposure.
Please note that by our acceptance of your no exposure certification, you are obligated to maintain no
exposure conditions at your facility. If conditions change such that your facility can no longer qualify for a no -
exposure exclusion, you are obligated to immediately obtain NPDES permit coverage for your stormwater
discharge. Otherwise, the discharge becomes subject to enforcement as an un-permitted discharge. Your
conditional no -exposure exclusion expires on April 30, 2011. At that time you must re -certify with the Division,
or obtain NPDES permit coverage for any stormwater discharges from your facility. -
Your certification of no exposure does not affect your facility's legal requirements to obtain environmental
permits that may be required under other federal, state, or local regulations or ordinances.
If you have any questions or need further information, please contact Sarah Young at [phone], ext.
502, or at [e-mail].
cc: Mooresville Regional Office
Stormwater Permitting Unit Files
Sincerely,
ORIGINAL SIGNED BY
KEN PICKLE
for Coleen H_ Sullins
Central Files -- wlattachments
Mecklenburg County
N. C. Division or Water Quality 1617 Mail Service Center Raleigh, North Carolina 27699-1617 [phone]
ARA
NabMR
Customer Service
1-877-623-6748

O� W A r6 Michael F. Easley, Govemor
_O= ROG William G. Ross Jr., Secretary
North Carolina Department of Environment and Natural Resources
co Alan W. Klimek, P. E. Director
j Division of Water Quality
Upr. ct-
p Coleen Sullins; Deputy Director
..: AND f rYs„-...:. .. Division of Water Quality
yly
rrrlftrar"ly+ •^� I r, . �_ _..:.'",� ^. i nrrr.-ri.�
May 8, 2006
Mr. Mark Boomgarden MAY 1 'e 20015
Digital Optics Corporation
9815 David Taylor Drive
Charlotte, NC 28262-2369
Subject: No Exposure Certification NCGNE0272
Digital Optics Corporation
9815 David Taylor Drive, Charlotte, NC
Mecklenburg County
Dear Mr. Boomgarden:
The Division has reviewed your submittal of the No -Exposure Certification for Exclusion from NPDES
Stormwater Permitting form, which we received on March 13, 2006. Based on your submittal and signed
certification of no exposure at the above referenced facility, the Division is granting your certification as
provided for under 40 CFR 126.22(g), which is incorporated by reference in North Carolina regulations.
Please note that by our acceptance of your no exposure certification, you are obligated -to maintain no
exposure conditions at your facility. , If conditions change such that your facility can no longer qualify for a no -
exposure exclusion, you are obligated to immediately obtain NPDES permit coverage for your stormwater
discharge. Otherwise, the discharge becomes subject to enforcement as an un-permitted discharge. Your
conditional no -exposure exclusion expires in five years (April 30, 2011). At that time you must re -certify with
the Division, or obtain NPDES permit coverage for any stormwater discharges from your facility.
Your certification of no exposure does not affect,your facility's legal requirements to obtain environmental
permits that may be required under other federal, state, or local regulations or ordinances.
If you have any questions or need further information, please contact Sarah Young at [phone], ext.
502, or at [e-mail].
cc: Mooresville Regional Office
Stormwater Permitting Unit Files
Sincerely,
ORIGINAL SIGNED SY
KEN PICKLE
for Alan W. Klimek, P.E.
Central Files — w/attachments
Mecklenburg County
N. C. Division of Water Quality 1617 Mail Service Center Raleigh, North Carolina 27699-1617 [phone]
NCDE NR
Customer Service
1-877-623-6748

\o�CF wArFRQG Beverly Eaves Perdue, Governor
Dee Freeman, Secretary
North Carolina Department of Environment and Natural Resources
0 �
Coleen H. Sullins, Director
Division of Water Quality
SURFACE WATER PROTECTION SECTION
PERMIT NAME/OWNERSHIP CHANGE FORM
I. Please enter the permit number for which the change is requested.
NPDES Permit (or) Certificate of Coverage
1V G S 10 Ni 10 10 1 N I E 1 0 2 7 2
ll. Permit status pLj2E to requested change.
a. Permit issued to (company name): Tessera North America
b. Person legally responsible for permit: Betty W Baggett
First M 1 Last
Senior Process Engineer
' D. 9815 David Taylor Drive
Permit Holder Mailing Address
DEC — 7 2011 Charlotte NC 28262
! City State Zip
DENR - WATER QUALITY 704-887-3100 704-887-3101
SURFACE WATER FROTECTION SECTION, _ Phone Fax
c. Facility name (discharge : Tessera North America
d. Facility address: 9815 David Taylor Drive
Address
Charlotte NC 28262
City State Zip
e. Facility contact person: Betty W Baggett 704-887-7628
First / MI / Last Phone
Ill. Please provide the following for the requested change (revised permit).
a. Request for change is a result of. ❑ Change in ownership of the facility
X Name change of the facility or owner
If other please explain:
b. Permit issued to (company name): Di ital0 tics Corporation East
c. Person legally responsible for permit: Bobby D Baggett
First MI Last
Facility Site Manager _
Title
9815 David Taylor Drive
Permit Holder Mailing Address
Charlotte NC 28262
City State Zip
704-887-3103 bobaggettxom
Phone E-mail Address
d. Facility name (discharge): DigitalOptics Corporation East
e. Facility address: 9815 David Taylor Drive
Address
Charlotte NC 28262
City State Zip
f. Facility contact person: Bobby D Baggett
First M i Last
704-887-3103 [e-mail]
Phone E-mail Address
Revised 812008

y Y• 1� � C�d� 1

PERMIT NAME/OWNERSHIP CHANGE FORM
Page 2 of 2
IV. Permit contact information (if different from the person legally responsible for the permit)
Permit contact:
First MI Last
Title
Mailing Address
City State Zip
Phone E-mail Address
V. Will the permitted facility continue to conduct the same industrial activities conducted prior
to this ownership or name change?
X Yes
❑ No (please explain)
VI. Required Items: THIS APPLICATION WILL BE RETURNED UNPROCESSED IF ITEMS
ARE INCOMPLETE OR MISSING:
X This completed application is required for both name change and/or ownership change
requests.
❑ Legal documentation of the transfer of ownership (such as relevant pages of a contract deed,
or a bill of sale) is required for an ownership change request. Articles of incorporation are
not sufficient for an ownership change.
The certifications below must be completed and signed by both the permit holder prior to the change, and
1
the new applicant in the case of an ownership change request. For a name change request;'the signed
Applicant's Certification is sufficient. 1
PERMITTEE CERTIFICATION (Permit holder prior to ownership change):
1, Betty Baggett, attest that this application for a name/ownership change has been reviewed and is accurate
and complete to the best of my knowledge. I understand that if all required parts of this application are not
completed and that if all required supporting information is not included, this application package will be
returned as incomplete.
Signature Date
APPLICANT CERTIFICATION
I, Bobby Baggett, attest that this application for a name/ownership change has been reviewed and is
accurate and complete to the best of my knowledge. I understand that if all required parts of this
application are not completed and that if all required supporting information is not included, this application
package will be returned as incomplete.
40"N /�-6r�
Signature Date
PLEASE SEND THE COMPLETE APPLICATION PACKAGE TO:
Division of Water Quality
Surface Water Protection Section
1617 Mail Service Center
Raleigh, North Carolina 27699-1617
Revised 7/2008

�t
o�O� w A
c
0 Y
Mr. Mark D. Little
Tessera North America
9815 David Taylor Drive
Charlotte, NC 28262
Dear Mr. Little:
Michael F. Easley, Governor
William G. Ross Jr., Secretary
North Carolina Department of Environment and Natural Resources
Coleen H. Sullins, Director
Division of Water Quality
June 16, 2008
Subject: Name Change
No Exposure Certification NCGNE0272
Tessera North America
Formerly Digital Optics Corporation
9815 David Taylor Drive, Charlotte
Mecklenburg County
The Division has reviewed your submittal of the permit namelownership change form for your No -Exposure
Certification, which we received on January 29, 2008. Division personnel have reviewed and approved your
request to change your name under your Certificate of No -Exposure.
Please note that by our acceptance of your no exposure certification, you are obligated to maintain no
exposure conditions at your facility. If conditions change such that your facility can no longer qualify for a no -
exposure exclusion, you are obligated to immediately obtain NPDES permit coverage for your stormwater
discharge. Otherwise, the discharge becomes subject to enforcement as an un-permitted discharge. Your
conditional no -exposure exclusion expires on April 30, 2011, At that time you must re -certify with the Division,
or obtain NPDES permit coverage for any stormwater discharges from your facility.
Your certification of no exposure does not affect your facility's legal requirements to obtain environmental
permits that may be required under other federal, state, or local regulations or ordinances.
If you have any questions or need further information, please contact Sarah Young at [phone], ext.
502, or at [e-mail].
cc: Mooresville Regional Office
Stormwater Permitting Unit Files
Sincerely,
4,--" gd,��
for Coleen H. Sullins
Central Files — wlattachments
Mecklenburg County
N. C. Division of Water Quality 1617 Mail Service Center Raleigh, North Carolina 27699-1617 [phone]
NCO NR
Customer Service
1-877-623-6748

�4
Michael F. Easley, Governor
William G. Ross Jr., Secretary
North Carolina Department of Environment and Natural Resources
Alan W. Klimek, P.E. Director
Division of Water Quality
SURFACE WATER PROTECTION'SECTION
PERMIT NAME/OWNERSHIP CHANGE FORM
Please enter the permit number for which the change is requested.
NPDES Permit (or) Certificate of Coverage
N C I I I I I == I N I C ,G' Atj el 01 a'7oZ
II. Permit status prior to status change. yy��
a. Pen -nit issued to (company name): t' f l `[ v / Hcs dr aY-g44o K
b. Person legally responsible for pee mit: M Ot%•k B a O
First / MI / Last
Title
9e/s De"�I`�
Permit Holder Mailing Address '1
p° z= a C i1Q r{ D tte Al C ac g
km 1 �City State Zip
9 2 7 - 3160 (�V Y> 2 3161
ne Fax
c. Facility name (di
d. Facility address:
e. Facility contact person:
�J Address / r�
C �st?r Iota, /U _��oLC7a1
City State Zip
First / MI / ast Phone
III. Please provide the following for the requested change (revised permit).
JS r
a. Request for change is a result of:
❑ Change in ownership of the facility
Name change of the facility or owner
If other please explain:
b. Permit issued to (company name):
Te- -cScv-2 Na r AeKe V 4 c4, Trt c .
e. Person legally responsible for permit:
_ _ jV� ctr k !) a L311+' to
First / MfI,/ Last (�
_ :41 a r LJ i re c T 6 Y ? 7� iQ 2 -C'
q Title
1 gls DCtifJd T-4z/&r jor" e
Permit Holder Mailing Address
C,I�arie*-C, NC a 9a2t1-_.�
City State Zip
(70q) 857- 3/02 r" IIlile+ersevg,Cawti
d. Facility name (discharge):
Phone , 1 E-mail Address
Te S 5 eY G /V pV+k a V- t
e. Facility address:
67 9 /S Q a w d T'ay ,fir
f Address
!p
V `
City Mate Zip
f. , Facility contact person:
{^t y A +
First / MI / Las
D 8g - b -0-9 b6 ei+
Phone E-mail Address + e 5S Cd M
e rk
Revised 7/2005

PERMIT NAME/OWNERSHIP CHANGE FORM
Page 2 of 2
IV. Permit contact information: (if different from the person legally responsible for the permit)
Permit contact:
First /' MI / Last
Mailing Address
City State Zip
(
Phone E-mail Address
V. Will the permitted facility continue to conduct the same industrial activities conducted prior to
this ownership or name change?
Yes
❑ No (please explain)
VI. Required Items: THIS APPLICATION WILL BE RETURNED UNPROCESSED IF ITEMS ARE
INCOMPLETE OR MISSING:
e This completed application is required for both name change and/or ownership change requests.
❑ Legal documentation of the transfer of ownership (such as relevant pages of a contract deed, or a bill
of sale) is required for an ownership change request. Articles of incorporation are not sufficient for
an ownership change.
.................................................................................................... .
The certifications below must be completed and signed by both the permit holder prior to the change, and the new
applicant in the case of an ownership change request. For a name change request, the signed Applicant's Certification
is sufficient.
PERMITTEE CERTIFICATION (Permit holderprior to ownership change):
1, , attest that this application for a name/ownership
change has been reviewed and is accurate and complete to the best of my knowledge. I understand that if all required
parts of this application are not completed and that if all required supporting information is not included, this
application package will be returned as incomplete.
Signature Date
APPLICANT CERTIFICATION:
I, attest �. _`,L attest that this application for a name/ownership
change has been reviewed and is accurate and complete to the best of my knowledge. I understand that if all required
parts of this application are not completed and that if all required supporting information is not included, this
application pac a will be returne incomplete.
/
SlIfnature Date
....................
PLEASE SEND THE COMPLETE APPLICATION PACKAGE TO:
Division of Water Quality
Surface Water Protection Section
1617 Mail Service Center,
Raleigh, North Carolina 27699-1617
Revised 7l2005

"
•:':• TES ERA®
January 28, 2008
Storm Water Permitting Unit
Division of Water Quality
1617 Mail Service Center
Raleigh, North Carolina 27699-1617
Dear Sir or Madam,
Our company has an existing No -Exposure Certification for Exclusion from NPDES
Stormwater Permitting; number NCGNE0272, in our former name, Digital Optics Corporation.
We recently were bought out and are now a wholly owned subsidiary of Tessera Technologies,
Inc. Several months ago our name was officially changed to Tessera North America, Inc.
Enclosed please find the Permit Name/Ownership Change Form to get our new name into your
system.
Our location and address, type of business activities, and facilities have not changed since the
name change and we still have no storm water exposures, as noted on the form.
If you have any questions or other needs, feel free to contact Mark Little, Senior Director of
Operations, 704-887-7607 or me (contact info below). Thank you very much.
Sincerely,
Betty Baggett
Senior Process Engineer
Tessera North America
9815 David Taylor Dr.
Charlotte, NC 28262
Phone: [phone]
Email: [e-mail]
Tessera North America, Inc. • 9815 David Taylor Drive • Charlotte a North Carolina • 28262 a www.tessera.com

O� W A ]"F Michael F. Easley, Governor
r-`O� RoG William G. Ross Jr., Secretary
! North Carolina Department of Environment and Natural Resources
C/) Alan W. Klimek, P. E. Director
Division of Water Quality
O Coleen H. Sullins, Deputy Director
Division of Water Quality
May 8, 2006
Mr. Mark Boomgarden
Digital Optics Corporation
9815 David Taylor Drive
Charlotte, NC 28262-2369
Subject: No Exposure Certification NCGNE0272
Digital Optics Corporation
9815 David Taylor Drive, Charlotte, NC
Mecklenburg County
Dear Mr. Boomgarden:
The Division has reviewed your submittal of the No -Exposure Certification for Exclusion from NPDES
Stormwater Permitting form, which we received on March 13, 2006, Based on your submittal and signed
certification of no exposure at the above referenced facility, the Division is granting your certification as
provided for under 40 CFR 126.22(g), which is incorporated by reference in North Carolina regulations.
Please note that by our acceptance of your no exposure certification, you are obligated to maintain no
exposure conditions at your facility. If conditions change such that your facility can no longer qualify for a no -
exposure exclusion, you are obligated to immediately obtain NPDES permit coverage for your stormwater
discharge. Otherwise, the discharge becomes subject to enforcement as an un-permitted discharge. Your
conditional no -exposure exclusion expires in five years (April 30, 2011). At that time you must re -certify with
the Division, or obtain NPDES permit coverage for any stormwater discharges from your facility.
Your certification of no exposure does not affect,your facility's legal requirements to obtain environmental
permits that may be required under other federal, state, or local regulations or ordinances.
If you have any questions or need further information, please contact Sarah Young at [phone], ext.
502, or at [e-mail].
cc: Mooresville Regional Office
Stormwater Permitting Unit Files
Sincerely,
for Alan W. Klimek, P.E.
Central Files — w/attachments
Mecklenburg County
N. C. Division of Water Quality 1617 Mail Service Center Raleigh, North Carolina 27699-1617 [phone]
C*L�
NGDEPOi
Customer Service
1-877-623-6748

Re: no -exposures
N C&/V F D'a � a,
Subject: Re: no -exposures
From: Michael Parker <[e-mail]>
Date: Wed, 29 Mar 2006 08:25:45 -0500
To: sarah young <sarah.young@ncmaILnet>
Sarah,
We have no reason not to issue the no -exposures as requested.
Mike
sarah young wrote:
Hi Michael -
Here's your next batch of no -exposures. Please open them using adobe reader.
Thanks, Sarah
Michael Parker <[e-mail]>
Environmental Engineer II
Department of Environment and Natural Resources
of 1 5/8/2000 2:45 PM

United States Environmental Protection Agency Form Approved
g y OMB No. 2040-0211
NPDES t1 Washington, DC 20460
FORM `'%,
3510-11 EPA NO EXPOSURE CERTIFICATION for Exclusion from
NPDES Storm Water Permitting
Submission of this No Exposure Certification constitutes notice that the entity identified in Section A does not require permit authorization for its storm water
discharges associated with industrial activity in the State identified in Section B under EPA's Storm Water Multi -Sector General Permit due to the existence
of a condition of no exposure.
A condition of no exposure exists at an industrial facility when all industrial materials and activities are protected by a storm resistant shelter to prevent
exposure to rain, snow, snowmelt, and/or runoff. Industrial materials or activities include, but are not limited to, material handling equipment or activities,
industrial machinery, raw materials, intermediate products, by-products, final products, or waste products. Material handling activities include the storage,
loading and unloading, transportation, or conveyance of any raw material, intermediate product, final product or waste product. A storm resistant shelter is
not required for the following industrial materials and activities:
— drums, barrels, tanks, and similar containers that are tightly sealed, provided those containers are not deteriorated and do not leak. "Sealed"
means banded or otherwise secured and without operational taps or valves;
— adequately maintained vehicles used in material handling; and
— final products, other than products that would be mobilized in storm water discharges (e.g., rock salt).
A No Exposure Certification must be provided for each facility qualifying for the no exposure exclusion. In addition, the exclusion from NPDES permitting is
available on a facility -wide basis only, not for individual outfalls. If any industrial activities or materials are or will be exposed to precipitation, the facility is
not eligible for the no exposure exclusion.
By signing and submitting this No Exposure Certification form, the entity in Section A is certifying that a condition of no exposure exists at its facility or site,
and is obligated to comply with the terms and conditions of 40 CFR 122.26(g),
ALL INFORMATION MUST BE PROVIDED ON THIS FORM.
Detailed instructions for completing this form and obtaining the no exposure exclusion are provided on pages 3 and 4.
A. Facility Operator Information R (���
1. Name: F''IIiGiliTt�l�h iOiPi�iIl�l�i iGOi' 1�iOIRrP'rTIIi`-'f�`� I 1T �1 2. Phone: 17,01418,81713,110101
3. Mailing Address:
Da. Street:
T1 1 UI T Y I V
b. City: Q �`�I1� W 111B 1 1 I 1 1 I 1 1 1 1 1 1 c. State: NCI d. Zip Code: 2183 6121— 121316191
B. Facility/Site Location Information
FacilityName: iD,I lll'1I8iLl iT��rIrTL�IIICISl ITQ�I�-�I1RPjynlRp?l �lTjIIQNI I I I
a. Street Address: � 19, 81115, IDA V I IILI ITAYIT 1011 `l 1'-- IR IIy lE 1 1 1 _ 1_ L 1_ L 1 _ J
b. City: IC, Jt�'11 `i401 1 ITI'-I II I I I I I11 I_ I I_ I I c. County: KiC&LIEABjUA
t` I
d. State: C, e. Zip Code: 2,8 2, 6121 — 1213,6191
3. Is the facility located on Indian Lands? Yes ❑ No ❑✓
4. Is this a Federal facility? Yes ❑ No 0
5. a. Latitude: L3151 W121b. Longitude: 1 1810 L4L5J N 161 4 Z
6. a. Was the facility or site previously covered under an NPDES storm water permit? Yes ❑ No ❑✓ I
!� y
b. If yes, enter NPDES permit number: rn W I
7. SIC/Activity Codes: Primary: 7 Secondary (if applicable): I 11 C I
8. Total size of site associated with industrial activity: 3 _. _2.3_ —acres C P s0
9. a. Have you paved or roofed over a formerly exposed, pervious area in order to qualify for the no exposure exclusion? Yes E12, No ✓❑ h
b. If yes, please indicate approximately how much area was paved or roofed over. Completing this question does not disqualify you for the no exposure
exclusion. However, your permitting authority may use this information in considering whether storm water discharges from your site are likely to have
an adverse impact on water quality, in which case you could be required to obtain permit coverage.
Less than one acre ❑ One to five acres ❑ More than five acres ❑
EPA Form 3510-11 (10-99) Page 1 of 4

W,,

NPDES A Form Approved
FORM -,EPA NO EXPOSURE CERTIFICATION for Exclusion from OMB No.2oao 0211
3510-11 NPDES Storm Water Permitting
C. Exposure Checklist
Are any of the following materials or activities exposed to precipitation, now or in the foreseeable future?
(Please check either "Yes" or "No" in the appropriate box.) If you answer"Yes" to any of these questions
(1) through (11), you are not eligible for the no exposure exclusion.
Yes
No
1. Using, storing or cleaning industrial machinery or equipment, and areas where residuals from using, storing
❑
0
or cleaning industrial machinery or equipment remain and are exposed to storm water
2. Materials or residuals on the ground or in storm water inlets from spills leaks
❑
R
3. Materials or products from past industrial activity
�—
4. Material handling equipment (except adequately maintained vehicles)
0
5. Materials or products during loading/unloading or transporting activities
El
❑�
6. Materials or products stored outdoors (except final products intended for outside use [e.g., new cars] where
✓�
exposure to storm water does not result in the discharge of pollutants)
7. Materials contained in open, deteriorated or leaking storage drums, barrels, tanks, and similar containers
8. Materials or products handled/stored on roads or railways owned or maintained by the discharger
0
9. Waste material (except waste in covered, non -leaking containers (e.g., dumpsters])
El
[✓
10. Application or disposal of process wastewater (unless otherwise permitted)
0
11. Particulate matter or visible deposits of residuals from roof stacks and/or vents not otherwise regulated
❑
0
(i.e., under an air quality control permit) and evident in the storm water outflow
D. Certification Statement
I certify under penalty of law that I have read and understand the eligibility requirements for claiming a condition of "no exposure" and obtaining an
exclusion from NPDES storm water permitting.
I certify under penalty of law that there are no discharges of storm water contaminated by exposure to industrial activities or materials from the industrial
facility or site identified in this document (except as allowed under 40 GFR 122.26(g)(2)).
I understand that I am obligated to submit a no exposure certification form once every five years to the NPDES permitting authority and, if requested, to
the operator of the local municipal separate storm sewer system (MS4) into which the facility discharges (where applicable). I understand that I must
allow the NPDES permitting authority, or MS4 operator where the discharge is into the local MS4, to perform inspections to confirm the condition of no
exposure and to make such inspection reports publicly available upon request. i understand that I must obtain coverage under an NPDES permit prior
to any point source discharge of storm water from the facility.
Additionally, I certify under penalty of law that this document and all attachments were prepared under my direction or supervision in accordance with a
system designed to assure that qualified personnel properly gathered and evaluated the information submitted. Based on my inquiry of the person or
persons who manage the system, or those persons directly responsible for gathering the information, the information submitted is to the best of my
knowledge and belief true, accurate and complete. I am aware that there are significant penalties for submitting false information, including the possibility
of fine and imprisonment for knowing violations.
Print Title:
Signature:
Date:
EPA Form 3510-11 (10-99) Page 2 of 4

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envision integrated photonic solutions,-
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March 1, 2006
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Bradley Bennett
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Storm Water Permitting Unit
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1617 Mail Service Center
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Raleigh, North Carolina 27699-1617
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Dear Sir:
Enclosed please find NPDES FORM-3510 "No Exposure Certification Exclusion
from NPDES Storm Water Permitting" for Digital Optics Corporation in
Charlotte, NC. Digital Optics meets all the criteria listed for no exposure of any
industrial activities or materials at our site in Charlotte.
For any needs or questions, please contact the Director of Operations, Mark
Boomgarden, at phone number 704-887-7604, or myself as listed below.
Sincerely,
r
Betty Baggett
Process Engineer
Digital Optics Corporation
9815 David Taylor Dr.
Charlotte, NC 28262
Phone: [phone]
Email: [e-mail]
DIGITAL OPTICS CORPORATION
9B15 Oevid Taylor Drive, Charlotte. NC 2B2B2
IPI704-BB7-3100 IFI704-BB7-3101 IWlwww.cioc.com
ISO
s 9001:2000
Certified

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