20191352 Ver 1_01_IBM Purchase and Sale Contract - Redacted_20191004

004828-00013000/6718859v28

REAL ESTATE PURCHASE AND SALE CONTRACT
BETWEEN
INTERNATIONAL BUSINESS MACHINES CORPORATION, as SELLER
AND
MERRITT ACQUISITIONS, LLC, as PURCHASER

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TABLE OF CONTENTS
Section Page
1. PURCHASE PRICE ........................................................................................................... 1
2. PAYMENT OF PURCHASE PRICE ................................................................................. 1
3. TITLE ................................................................................................................................. 2
4. SURVEY............................................................................................................................. 3
5. REVIEW OF TITLE REPORT AND SURVEY ................................................................ 3
6. PURCHASER’S OBJECTIONS TO TITLE ...................................................................... 3
7. CLOSING ........................................................................................................................... 4
8. PRORATIONS ................................................................................................................... 5
9. TRANSACTION COSTS ................................................................................................... 5
10. DOCUMENTATION REQUIRED FOR CLOSING ......................................................... 5
11. CASUALTY/CONDEMNATION ..................................................................................... 6
12. REPRESENTATIONS AND WARRANTIES................................................................... 8
13. ENTRY TO PROPERTY; DUE DILIGENCE; APPROVAL PERIOD ............................ 9
14. PRECLOSING OBLIGATIONS ...................................................................................... 12
15. NONPERFORMANCE .................................................................................................... 13
16. BROKERS ........................................................................................................................ 13
17. CONDITION OF THE PROPERTY ................................................................................ 14
18. NOTICES .......................................................................................................................... 15
19. PARTIES BOUND ........................................................................................................... 16
20. GOVERNING LAW ......................................................................................................... 16
21. MULTIPLE COUNTERPARTS ...................................................................................... 16
22. TIME IS OF THE ESSENCE ........................................................................................... 16
23. ENTIRE AGREEMENT ................................................................................................... 16
24. NON-BUSINESS DAYS .................................................................................................. 16
25. ASSIGNMENT ................................................................................................................. 16
26. CONFIDENTIALITY....................................................................................................... 16
27. NO CONSEQUENTIAL DAMAGES .............................................................................. 16
28. SURVIVAL ...................................................................................................................... 17
29. PARTIAL INVALIDITY ................................................................................................. 17
30. OTHER DOCUMENTS ................................................................................................... 17
31. NO THIRD PARTY BENEFICIARY .............................................................................. 17

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32. CONFLICT ....................................................................................................................... 17
33. RECORDING ................................................................................................................... 17
34. BROWNFIELDS AGREEMENT .................................................................................... 17
35. WAIVER OF JURY TRIAL ............................................................................................. 19
36. LIKE-KIND EXCHANGE ............................................................................................... 19
37. CONSTRUCTION/DEFINITIONS .................................................................................. 19

EXHIBITS:
A PROPERTY DESCRIPTION
B PERMITTED EXCEPTIONS
C FORM OF SPECIAL WARRANTY DEED
D FIRPTA CERTIFICATION AND AFFIDAVIT
E ACCESS AND CONFIDENTIALITY AGREEMENT
F DECLARATION OF COVENANTS AND RESTRICTIONS
G ACCESS AGREEMENT AND DEED OF EASEMENT

004828-00013000/6718859v28
REAL ESTATE PURCHASE AND SALE CONTRACT
Effective as of ________________, 2019 (the “Effective Date”), INTERNATIONAL
BUSINESS MACHINES CORPORATION (“Seller”), a New York corporation, having an
office at 1 New Orchard Road, Armonk, New York 10504, agrees to sell and convey to
MERRITT ACQUISITIONS, LLC (“Purchaser”), a Maryland limited liability company, having
an office at 2066 Lord Baltimore Drive, Baltimore, Maryland 21244, and Purchaser agrees to
buy from Seller, in accordance with the terms, conditions and stipulations set forth in this Real
Estate Purchase and Sale Contract (this “Contract”) certain parcels of land consisting of
approximately 51.81 acres of land in the County of Durham, State of North Carolina, described
on EXHIBIT A (the “Property”), together with Seller’s interest, if any, in all easements, ponds,
waterways, development rights, rights of way, privileges, appurtenances and other rights
pertaining thereto. Capitalized terms used but not otherwise defined in this Contract have the
meanings given to them in Section 37.
1. PURCHASE PRICE: The total purchase price (the “Purchase Price”) to be paid
to Seller by Purchaser for the Property is
, in immediately available funds, subject to adjustment for prorations and
transaction costs only as hereinafter specifically provided in Sections 8 and 9.
2. PAYMENT OF PURCHASE PRICE:
Within three (3) business days after the Effective Date, Purchaser shall deposit
(such sum together with all interest accrued thereon is referred
to herein as the “Deposit”) with Stewart Title Guaranty Company (“Escrow Agent”) in
immediately available funds by electronic wire transfer through the Federal Reserve System.
Escrow Agent shall hold the Deposit in an interest bearing account with a federally insured
financial institution using Purchaser’s tax identification number until the Closing or sooner
termination of this Contract and shall pay over or apply the Deposit in accordance with the terms
of this SECTION 2. Escrow Agent shall not be responsible for any interest on the Deposit
except as is actually earned and paid, or for the loss of any interest resulting from the withdrawal
of the Deposit prior to the date interest is posted thereon or for any loss caused by the failure,
suspension, bankruptcy or dissolution of the banking institution in which the Deposit is held.
The party receiving interest on the Deposit shall pay any income taxes thereon. Upon Escrow
Agent’s request, each of the parties shall promptly furnish to Escrow Agent a completed and
executed Form W-9, together with such other information as Escrow Agent shall reasonably
require.
(a) Purchaser agrees that subject to reimbursement of the Deposit to Purchaser
pursuant to Section 6(a) {Title Defects}, SECTION 11 {Casualty/Condemnation}, SECTION
13(e) {Hazardous Materials}, SECTION 15(a) {Seller Default}, and SECTION 34 {Brownfields
Agreement}, if Purchaser elects to proceed to Closing on or before the expiration date of the Due
Diligence Period, the entire Deposit shall be a non-refundable payment upon the expiration of
the Due Diligence Period, and that, at the Closing, the Deposit shall be paid by Escrow Agent to
Seller. If for any reason the Closing does not occur and either party makes a written demand
upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice to the
other party of such demand. If Escrow Agent does not receive a written objection from the other

004828-00013000/6718859v28 2
party to the proposed payment within ten (10) days after the giving of such notice, Escrow Agent
is hereby authorized to make such payment. If Escrow Agent does receive such written
objection within such 10-day period or if for any other reason Escrow Agent in good faith shall
elect not to make such payment, Escrow Agent shall continue to hold such amount until
otherwise directed by written instructions from the parties to this Contract or a final judgment of
a court. However, in the event of a dispute between Seller and Purchaser as to the disposition of
the Deposit which is not resolved prior to the Outside Closing Date, Escrow Agent shall have the
right (but not the obligation) at any time thereafter to deposit the escrowed funds, with the clerk
of the Superior Court of the county in which the Property is located. Escrow Agent shall give
written notice of such deposit to Seller and Purchaser. Upon such deposit Escrow Agent shall be
relieved and discharged of all further obligations and responsibilities hereunder.
(b) The parties acknowledge that Escrow Agent is acting solely as a
stakeholder at their request and for their convenience and that Escrow Agent shall not be liable to
either of the parties for any act or omission on its part unless taken or suffered in bad faith, in
willful disregard of this Contract or involving gross negligence. Seller and Purchaser shall
jointly and severally indemnify and hold Escrow Agent harmless from and against all costs,
claims and expenses, including reasonable attorneys’ fees, incurred in connection with the
performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions
taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving
gross negligence on the part of Escrow Agent. Escrow Agent may act or refrain from acting in
respect of any matter referred to in this SECTION 2 in full reliance upon and with the advice of
counsel which may be selected by it (including any member of its firm) and shall be fully
protected in so acting or refraining from action upon the advice of such counsel.
Notwithstanding the foregoing, in the event that a dispute between the parties involves Escrow
Agent, the Escrow Agent’s fees and expenses shall be paid by the non-prevailing party.
(c) Upon satisfaction of Seller’s Closing obligations which are set forth in
SECTION 10 and payment of the balance of the Purchase Price by Purchaser to Escrow Agent,
the Escrow Agent shall deliver the Deposit and the balance of the Purchase Price to Seller,
subject to pro-rations and adjustments agreed upon herein. Unless otherwise directed in writing
by Seller, these funds shall be transferred electronically through the Federal Reserve System to
the following bank account of Seller in immediately available funds:

Name of Bank: JP Morgan Chase
IBM Concentration Acct., No.:
ABA Routing No.:
Swift:
Telephone No.: [phone]

(d) At least seventy-two (72) hours prior to the Closing Date, Purchaser shall
provide Seller with the name and address of the bank that will handle the transfer of these funds
on behalf of Purchaser.
3. TITLE: Seller shall convey to Purchaser at Closing good and marketable fee
simple title to the Property, free and clear of all liens and encumbrances, except for Permitted

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Exceptions. Within seven (7) days after the Effective Date, Seller shall provide a copy of all title
reports relating to the Property in the possession of Seller, if any (“Seller’s Title Report”).
During the Due Diligence Period, Purchaser shall obtain at its sole cost and expense, a title
search of the Property and a title insurance commitment (such title insurance commitment, the
“Purchaser’s Title Report” or sometimes, the “Title Report”) from a reputable national title
insurance company (the “Title Company”) and cause a completed copy to be delivered to Seller,
including copies of all documents provided by the Title Company and listed therein as
exceptions to coverage.
4. SURVEY: Within seven (7) days after the Effective Date, Seller shall provide a
copy of all surveys of the Property in the possession of Seller, if any (“Seller’s Survey”). During
the Due Diligence Period, Purchaser shall cause a licensed surveyor to prepare for delivery to
Purchaser a survey map, including a metes and bounds description of the Property (the
“Survey”).
5. REVIEW OF TITLE REPORT AND SURVEY: Prior to the expiration of the
Due Diligence Period, Purchaser shall give Seller written notice (the “Title Objection Notice”)
of Purchaser’s (i) objections to matters shown on the Survey (the “Survey Matters”) and (ii)
objections to matters shown on the Title Report (“Title Matters”) (Survey Matters and Title
Matters are collectively referred to as “Title Objections”). Seller shall have five (5) Business
Days after receipt of Purchaser’s Title Objection Notice to agree or refuse to cure any of
Purchaser’s Title Objections by giving written notice thereof to Purchaser. Purchaser will not
need to list Prohibited Exceptions in its Title Objection Notice. If Seller fails to respond to
Purchaser by the expiration of such five (5) Business Day period, Seller shall be deemed to have
elected not to cure any Title Objection identified by Purchaser. If Seller refuses or is deemed to
refuse to cure any Title Objection or elects to cure a Title Objection but is subsequently unable to
cure such Title Objection after using its best efforts to do so, then Purchaser shall have the right
to terminate this Agreement by giving written notice thereof to Seller on or before the later of (a)
the expiration of the Due Diligence Period (or permitting the Agreement to terminate of its own
accord at the expiration of the Due Diligence Period) or (b) five (5) Business Days after (i) the
date Seller refuses or is deemed to have refused to cure Purchaser’s Title Objections or (ii) Seller
gives Purchaser written notice that, after using its best efforts, Seller is unable to cure a Title
Objection that Seller previously agreed to cure. If Purchaser terminates this Agreement as a
result thereof, the Deposit shall be returned to Purchaser and, except for provisions that expressly
survive the termination of this Agreement, the parties shall have no further obligations to each
other. If Purchaser elects to proceed to Closing notwithstanding Seller’s refusal or failure to cure
a Title Objection, then that Title Objection shall become a Permitted Exception. Purchaser shall
purchase the Property subject to the Permitted Exceptions.
6. PURCHASER’S OBJECTIONS TO TITLE:
(a) If, after the expiration of the Due Diligence Period and prior to Closing,
Purchaser discovers an encumbrance on the Property that was recorded after the earlier of the
Effective Date or, the "through date" of the title insurance commitment Purchaser obtained as
part of its due diligence and such encumbrance is objectionable to Purchaser (such matter being
hereinafter referred to as a “Title Defect”), Purchaser shall have the right to object to the Title
Defect by giving Seller written notice thereof within five (5) Business Days after Purchaser

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becomes aware of the Title Defect. Seller shall have no obligation to cure a Title Defect unless it
is a Prohibited Exception. Seller shall be obligated to cure all Prohibited Exceptions on or before
the Closing Date and failure to do so shall be a default hereunder. Within five (5) Business Days
after Seller’s receipt of Purchaser’s notice, Seller shall notify Purchaser whether or not Seller has
elected to cure the Title Defect, provided that failure to provide such notice shall constitute
Seller’s election not to cure such Title Defect. If Seller elects to cure, Seller shall have thirty
(30) days from the date Seller gives Purchaser notice that it has elected to cure the Title Defect to
cure the Title Defect, and the date for Closing shall be extended accordingly. If Seller elects to
cure the Title Defect, Seller shall pay all costs incurred therefor. If Seller elects not to cure a
Title Defect that is not a Prohibited Exception, Purchaser’s sole and exclusive remedy shall be to
(1) terminate this Contract by written notice delivered to Seller and the Escrow Agent
(“Purchaser’s Termination Notice”) on or before the earlier of (i) five (5) Business Days after
the date Seller notifies Purchaser that Seller has elected not to cure the Title Defect or (ii) the
Closing Date, or (2) waive any objections to the Title Defect by notice to Seller within such five
(5) five business day period, and proceed to the Closing and accept title to the Property subject to
such Title Defect without reduction of the Purchase Price or any credit against the same by
reason of the continued existence of the Title Defect, and without liability on Seller’s part with
respect to it or the matter underlying it. A Title Defect shall be deemed cured if the Title
Company agrees not to include it in the Title Policy or to insure that Purchaser’s title is free and
clear of such Title Defect in a manner and form acceptable to Purchaser, in its reasonable
discretion.
(b) If Purchaser elects to terminate this Contract because of an uncured Title
Defect, within five (5) business days after receipt of the Purchaser’s Termination Notice, the
Escrow Agent shall return the Deposit to Purchaser, and upon receipt of the Deposit by
Purchaser, this Contract shall terminate, any lien of Purchaser against the Property shall cease
and be removed from the record, and neither party hereto shall have any further obligations to or
rights or claims against the other, excepting only those specific matters which the parties hereto
have expressly agreed in this Contract will survive such termination.
(c) In no event shall either party be obligated to pursue the cure of a Title
Defect beyond the Outside Closing Date.
(d) Notwithstanding anything in this Section 6 or elsewhere in this Contract, if
either party is in breach of the Contract, the other party may avail itself of any and all remedies
permitted under this Contract.
7. CLOSING: Provided Purchaser elects to proceed with the purchase of the
Property pursuant to the terms of this Contract on or before the expiration date of the Due
Diligence Period, the Brownfields Contingency is satisfied, and Seller and Purchaser satisfy their
respective obligations which are set forth in Section 10, the settlement of the obligations of Seller
and Purchaser to each other under this Contract (the “Closing”) shall be effected on the Closing
Date through an escrow with the Escrow Agent or by such other method mutually determined by
the parties hereto. The “Closing Date” shall be on or before the thirtieth (30th) day after the
satisfaction of the Brownfields Contingency; provided, that in no event shall the Closing Date be
later than the last day of the month that is sixteen (16) months after the Effective Date (the
“Outside Closing Date”), such date being a TIME OF THE ESSENCE DATE WITH NO

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EXTENSION OF TIME GRANTED FOR ANY REASON; except that Seller shall be granted a
further extension beyond the Outside Closing Date, if required, to cure a Title Defect, to repair
damage caused by a casualty or condemnation, to complete any arbitration, or to complete
Necessary Remedial Measures, in each case to the extent only as agreed upon in SECTIONS 6,
11 and 13 respectively. The Closing is subject to termination of this Contract by Purchaser or
Seller pursuant to and in accordance with rights expressly granted to each in this Contract.
8. PRORATIONS: The following shall be apportioned at the Closing: all real estate
taxes, personal property taxes, if any, and assessments attributable to the Property as of the
Closing Date on the basis of a 365 day calendar year; ad valorem and similar taxes assessed
against the Property shall be prorated between Seller and Purchaser as of the Closing Date on the
basis of a 365 day year. Pro-rations shall be based upon the current year’s tax rate and
assessments, if available or upon tax rates for the last preceding year applied to the latest
assessed valuation; provided, however, if the actual amount of taxes for the year of Closing is
more or less than that of the preceding calendar year upon which the proration was made, then
proper adjustment and payment or reimbursement shall be made within one hundred twenty
(120) days of receipt of the tax statements for the year of Closing. This Section 8 shall survive
Closing.
9. TRANSACTION COSTS:
(a) Seller shall pay any and all fees for preparation of documents to be
delivered by Seller.
(b) Purchaser shall pay any and all charges for the Title Report/Title Policy,
the cost of the Survey and updates to the Survey, all costs related to financing the purchase, all
due diligence costs, the cost of all environmental investigations and preparation and recording
fees for documents to be delivered by or to Purchaser.
(c) The parties shall each pay fifty percent (50%) of (i) any escrow fee
charged by Escrow Agent in connection with the transaction contemplated in this Contract, and
(ii) North Carolina documentary transfer taxes and city or county transfer or conveyance taxes,
except that Seller shall pay any and all agricultural taxes or other rollback taxes arising from the
conveyance of the Property. All other costs, fees, expenses and charges of any kind incident to
the sale and conveyance of the Property from Seller to Purchaser, including attorneys’ and
consultants’ fees, shall be borne by the party incurring the same.
10. DOCUMENTATION REQUIRED FOR CLOSING:
(a) At the Closing, Seller shall deliver to or shall cause the following to be
delivered to Escrow Agent for delivery to Purchaser upon completion of Closing:
(1) A Special Warranty Deed (the “Deed”) for conveyance of title to
the Property, in the form marked EXHIBIT C, which the parties intend to be in proper statutory
form for recording.
(2) Documents evidencing the authority of Seller’s representative to
sign the Deed, and such other documents (including a standard NCLTA owner’s affidavit and

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indemnity agreement in form and substance satisfactory to the Title Company to remove lien
exceptions under Article 2 of N.C. Gen. Stat. 44A from the Title Policy, real estate and other tax
forms and certificates) that may be reasonably required by the Title Company for issuance of the
Title Policy covering the Property and recordation of documentation.
(3) Certificate in the form marked EXHIBIT D, duly executed by
Seller, sufficient to entitle Purchaser to pay the Purchase Price to Seller without withholding for
any federal nonresident withholding taxes.
(4) The Closing or settlement statement which identifies all payments
and disbursements made in accordance with this Contract.
(b) At the Closing, Purchaser shall deliver, or shall cause the following to be
delivered to Escrow Agent for delivery to Seller upon completion of Closing:
(1) The cash balance of Purchase Price in immediately available funds
as required by this Contract.
(2) Documents evidencing the authority of Purchaser’s representative
to sign such documents (including affidavits, real estate and other tax forms and certificates) that
may be reasonably required by Seller, or the Title Company to complete the transaction
contemplated herein.
(3) The Closing or settlement statement which identifies all payments
and disbursements made in accordance with this Contract.
11. CASUALTY/CONDEMNATION:
(a) Until delivery of the Property as required by this Contract, Seller shall
assume all risk of loss to the Property by casualty or condemnation, except as otherwise agreed
upon below.
(1) If the Property is damaged by fire or other casualty prior to the
Closing Date (in which case Seller shall promptly notify Purchaser), and the cost of repairing the
damage is less than fifteen percent (15%) of the Purchase Price, as conclusively determined by
the average of two (2) estimates made by two (2) independent cost estimating firms, one selected
by Seller and one by Purchaser, Seller shall repair the damage at its sole cost and Purchaser shall
complete this Contract. Seller shall be entitled to all insurance proceeds paid by reason of the
damage.
(2) If the cost of repairing the damage shall equal or exceed fifteen
percent (15%) of the Purchase Price, as determined in accordance with subparagraph (1) above,
Seller may but shall not be obligated to repair the damage. Seller shall notify Purchaser of
Seller’s election within thirty (30) days after the date of the damage and, if Seller elects not to
make the repairs, Purchaser’s sole and exclusive remedy shall be to complete or terminate this
Contract by notice to Seller within twenty (20) days following the date that Purchaser receives
notice of Seller’s election not to repair the damage. If Purchaser elects in its notice to complete
this Contract (including payment of the Purchase Price without adjustment by reason of the

004828-00013000/6718859v28 7
casualty) and Close, at the Closing, Seller shall deliver to Purchaser any insurance proceeds paid
to Seller by reason of the damage, and shall assign to Purchaser all of Seller’s rights to any
insurance proceeds not yet collected. If Purchaser elects in its notice not to complete this
Contract and Close, Purchaser shall be paid the Deposit and, upon receipt thereof, this Contract
shall terminate, any lien of Purchaser against the Property shall cease and be removed from the
record, and neither party hereto shall have any further obligations to or rights or claims against
the other, excepting only those specific matters which the parties have agreed in this Contract
will survive such termination.
(3) If, after the Effective Date and prior to the Closing Date, a taking
of a part of the Property in eminent domain proceedings is commenced or the Property is under
threat of condemnation, Purchaser shall perform its obligations under this Contract and purchase
the Property; provided, however, that if, in Purchaser’s commercially reasonable good faith
judgment, the taking will materially adversely affect Purchaser’s intended development of the
Property as a business park containing flex office, warehouse, or industrial buildings, Purchaser
shall have the option of completing or terminating this Contract. If Purchaser is obligated
hereunder to purchase the Property or, if granted an option to terminate, elects not to terminate
this Contract, either by notice to Seller or by failing to deliver the required notice of termination
to Seller, Purchaser shall remain obligated to perform its obligations and Close under this
Contract (including payment of the Purchase Price without adjustment by reason of such taking).
In such event, Purchaser shall be permitted to participate in all negotiations with the applicable
authority pursing the condemnation and Seller shall not settle any condemnation proceeding
without Purchaser’s prior written consent, which consent shall not be unreasonably withheld. At
the Closing, Seller shall deliver to Purchaser any part of the condemnation award collected by
Seller, and Seller shall assign to Purchaser all of Seller’s rights to any part of the award not yet
collected, in each case attributable to Seller’s interest in the Property. If Purchaser elects to
terminate this Contract by delivering a notice to Seller within thirty (30) days after Purchaser is
notified by Seller of a taking that authorizes Purchaser hereunder to terminate this Contract,
Purchaser shall be paid the Deposit and, upon receipt thereof, this Contract shall terminate, any
lien of Purchaser against the Property shall cease and be removed from the record, and neither
party hereto shall have any further obligations to or rights or claims against the other, excepting
only those specific matters which the parties hereto have expressly agreed in this Contract will
survive such termination. For the purposes of this Contract, a taking in condemnation shall mean
the vesting of fee title to any part of the Property in a Governmental Authority or other Person
pursuant to the exercise of the power of eminent domain or pursuant to a deed delivered in lieu
or in contemplation thereof.
(4) If Purchaser elects to terminate this Contract based on its
determination that the proposed taking will materially adversely affect Purchaser’s intended use
of the Property and Seller challenges such determination, Purchaser agrees to assume the burden
of proving the materiality of the taking or the material adverse effect of the taking on such
intended use in an expedited arbitration of the issue under the commercial arbitration rules of the
American Arbitration Association. The decision of the arbitrator(s) shall be final and binding on
the parties hereto and enforceable by either party in a court of law. Notwithstanding the
foregoing, the parties agree that any taking that prevents ingress and egress between the Property
and any public roadway bordering the Property or would prevent Purchaser from constructing

004828-00013000/6718859v28 8
improvements containing a minimum of 270,000 square feet of space in single story buildings on
the Property is a material adverse effect.
12. REPRESENTATIONS AND WARRANTIES: For the purpose of inducing
Purchaser and Seller to enter into and consummate this transaction:
(a) Seller makes the following representations and warranties with respect to
the Property and its uses as of the Effective Date and the date of Closing (“Seller’s
Representations”):
(1) Seller is the record owner of the Property to be conveyed
hereunder, subject to the exceptions noted in Seller’s Title Report.
(2) There are no Persons in possession of the Property or any part
thereof other than Seller. To the Knowledge of Seller, except as set froth in Section 14(a)(3), no
other Persons other than the Persons granted rights in the exceptions noted in Seller’s Title
Report have been granted any license, lease or other rights or interest relating to the use or
possession of the Property, or any part thereof, on and after the Closing Date.
(3) Seller has the full power and authority to enter into, execute,
deliver, and consummate the transaction contemplated by this Agreement and any instruments
and agreements contemplated herein. Seller has taken all action required by law and under its
corporate governing documents to authorize the execution, delivery, and consummation of the
transactions contemplated hereby.
(4) Seller is not a “foreign person” as these words are defined for
purposes of the Foreign Investment in Real Property Tax Act of 1980, as amended (Section 1445
of the Internal Revenue Code), and the regulations promulgated thereunder.
(5) Seller is in material compliance with all federal, state, municipal,
and local laws, statutes, codes, ordinances, orders, decrees, rules, or regulations relating to
terrorism or money laundering (collectively, the “Anti-Terrorism Laws”), including without
limitation, Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, the
Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001 (Public Law 107-56, known as the “Patriot Act”), and the
regulations of the Office of Foreign Assets Control and is not a Prohibited Person under the Anti-
Terrorism Laws.
(b) Notwithstanding anything to the contrary set forth in this Contract,
Purchaser understands and agrees that the “Knowledge of Seller” means the actual, personal
knowledge of Manley James. Purchaser acknowledges that this employee of Seller has not made
or caused any other Person to make any independent investigation or inquiry. The individual
named above shall not in any event be personally liable to Purchaser or any third party in
connection with his statements or opinions relating to the Property.
(c) No claim for a breach of any representation or warranty of Seller shall be
actionable or payable if the breach in question results from or is based on a condition, state of
facts or other matter which was known to Purchaser prior to Closing from any source (including

004828-00013000/6718859v28 9
any Environmental Reports), including the existence of Hazardous Materials within the
boundaries of the Property. Seller shall have no liability to Purchaser for a breach of any
representation or warranty (a) unless valid claims for all such breaches collectively aggregate
more than , in which event the full amount
of valid claims shall be actionable up to the Cap (defined below), and (b) unless written notice
containing a description of the specific nature of such breach shall have been given by Purchaser
to Seller prior to the expiration of six (6) months from the Closing Date and an action shall have
been commenced by Purchaser against Seller within one (1) year following the Closing Date.
Purchaser agrees to first seek recovery under any insurance policies prior to seeking recovery
from Seller, and Seller shall not be liable to Purchaser if Purchaser’s claim is satisfied from such
insurance policies. As used herein, the word “Cap” means the total aggregate amount of
.
(d) Purchaser makes the following representations and warranties
(“Purchaser’s Representations”):
(1) Purchaser has the full power and authority to enter into, execute,
deliver, and consummate the transaction contemplated by this Agreement and any instruments
and agreements contemplated herein. Purchaser has taken all action required by law to authorize
the execution, delivery, and consummation of the transactions contemplated hereby.
(2) Purchaser’s rights under this Contract do not, and upon its
acquisition by Purchaser, the Property shall not constitute “plan assets” within the meaning of
the Employee Retirement Income Security Act of 1974 (“ERISA”).
(3) Purchaser is not a “governmental plan” within the meaning of
ERISA and the execution of this Contract and the purchase of the Property by Purchaser is not
subject to state statutes regulating investments of and fiduciary obligations with respect to
governmental plans.
(4) Purchaser is in material compliance with all federal, state,
municipal, and local laws, statutes, codes, ordinances, orders, decrees, rules, or regulations
relating to terrorism or money laundering (collectively, the “Anti-Terrorism Laws”), including
without limitation, Executive Order No. 13224 on Terrorist Financing, effective September 24,
2001, the Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56, known as the “Patriot Act”),
and the regulations of the Office of Foreign Assets Control and is not a Prohibited Person under
the Anti-Terrorism Laws.
(e) Seller’s Representations and Purchaser’s Representations shall continue in
full force and effect to and including the Closing Date and shall survive Closing for six (6)
months. In no event shall Seller’s Representations or Purchaser’s Representations extend
beyond the termination of this Contract.
13. ENTRY TO PROPERTY; DUE DILIGENCE; APPROVAL PERIOD:
(a) Commencing on the Effective Date and continuing for a period of
seventy-four (74) days (the “Due Diligence Period”), Purchaser shall have the right to

004828-00013000/6718859v28 10
investigate the Property and its suitability for Purchaser’s purposes. Unless Purchaser gives
Seller written notice of its election to proceed to Closing on or before the expiration date of the
Due Diligence Period, this Contract shall terminate on the expiration date of the Due Diligence
Period with no further action by either party hereto, whereupon Escrow Agent shall return the
Deposit to Purchaser and the parties shall have no further obligations to each other.
(b) Pursuant to the terms of that certain Access and Confidentiality
Agreement (the “Access Agreement”), a copy of which is attached and marked as EXHIBIT E,
Purchaser shall have a license during the term of this Contract to enter onto the Property and to
perform, at Purchaser’s sole expense, the scope of work described therein.
(c) Seller shall deliver to Purchaser, Seller’s “level 1” assessment of the
environmental status of the Property (“Seller’s Phase I Report”). If Purchaser elects to
commission a separate report (“Purchaser’s Phase I Report”), Purchaser shall complete such
report during the Due Diligence Period for review by Seller. Seller and Purchaser shall resolve
any differences in technical content between Purchaser’s Phase I Report and Seller’s Phase I
Report during the Due Diligence Period. If there are no differences or such differences are
resolved, each report (1) shall be individually called an “Environmental Report” and together
be called the “Environmental Reports”, (2) shall be incorporated herein by this reference, (3)
shall be deemed to be an integral part of this Contract, and (4) shall be adopted by the parties at
the Closing as the baseline environmental condition of the Property as of the Closing Date. If the
parties are unable to re-solve such differences prior to expiration of the Due Diligence Period, or
Purchaser does not commission a report, Purchaser may either accept Seller’s Phase I Report as
the base-line environmental condition of the Property or if permitted by Section 13(e), terminate
this Contract pursuant to Section 13(e)(2(i) below.
(d) When entering the Property to perform the activities described in this
Section 13, Purchaser and Purchaser’s Representatives shall comply with the terms of the Access
Agreement.
(e) (1) If prior to the Closing (i) Purchaser discovers Hazardous Materials On
the Property; (ii) such Hazardous Materials were not disclosed in a copy of Seller’s Phase I
Report or any other environmental assessments which Purchaser received prior to the Effective
Date; (iii) the cumulative total estimated costs to perform the Necessary Remedial Measures,
including the cost of litigation or other anticipated proceedings and attorneys’ and consultants’
fees, will not exceed (the “Correction
Costs”), as reasonably estimated in good faith by an independent consultant selected by Seller
and communicated in writing to Purchaser within thirty (30) days after Seller receives notice of
the existence of such Hazardous Materials, and (iv) the period of time estimated in good faith by
the consultant to perform the Necessary Remedial Measures will not exceed six (6) months from
the date that Seller and Purchaser each received notice of the newly discovered Hazardous
Materials (the “Remediation Period”), neither party hereto shall be entitled to terminate this
Contract and Seller shall perform the Necessary Remedial Measures within a reasonable time
under the circumstances, taking into consideration the type, location and extent of the Hazardous
Materials, approvals required from Governmental Authorities, contractor availability and the
like. At Purchaser’s election, exercised by notice to Seller at least ten (10) business days prior to
the Closing Date, (i) the Closing Date shall be reasonably extended for up to an additional eight

004828-00013000/6718859v28 11
(8) months, as necessary, to complete the Necessary Remedial Measures, or (ii) if Purchaser fails
to make such election, the parties shall proceed to Closing in accordance with the terms of this
Contract and Seller shall complete the Necessary Remedial Measures prior to and following the
Closing Date, as required.
(2) If the estimated cumulative total costs to perform the Necessary
Remedial Measures will exceed the Correction Costs, or if the estimated time to perform the
Necessary Remedial Measures will exceed the Remediation Period, Seller may, but shall not be
obligated to perform the Necessary Remedial Measures at its sole cost. If Seller elects not to
perform the Necessary Remedial Measures under this subparagraph (e)(2), Purchaser’s sole and
exclusive remedy shall be to (i) terminate this Contract, or (ii) direct Seller to perform (and
Seller shall perform) the Necessary Remedial Measures in which case Purchaser shall pay Seller
all sums incurred by Seller which are in excess of the Correction Costs in the manner agreed
upon below; except that in no event shall the delay extend beyond the Outside Closing Date.
(f) Purchaser’s election to terminate this Contract pursuant to rights granted
in subparagraph (e)(2)(i) shall be made by notice delivered to Seller and the Escrow Agent
within five (5) days after receipt of Seller’s notice electing not to perform the Necessary
Remedial Measures. Within five (5) days after Purchaser’s termination notice is received by
Seller and the Escrow Agent, Purchaser shall be paid the Deposit and, upon receipt thereof, this
Contract shall terminate, any lien of Purchaser against the Property shall cease and be removed
from the record, and neither party hereto shall have any further obligations to or rights or claims
against the other, excepting only those specific matters which the parties hereto have expressly
agreed in this Contract will survive such termination.
(g) If Purchaser agrees under subparagraph (e)(2)(ii) that Seller shall perform
the Necessary Remedial Measures and agrees to pay all costs in excess of the Correction Costs to
perform the Necessary Remedial Measures, Purchaser shall notify Seller of such election within
five (5) days after receipt of Seller’s notice electing not to perform the Necessary Remedial
Measures. If the estimated costs to perform the Necessary Remedial Measures exceed the
Correction Costs, Purchaser shall include with its notice a certified or bank check payable on
account to Seller for the estimated excess amount. When the actual cost to perform the
Necessary Remedial Measures is finally determined by Seller, Seller shall notify Purchaser
whether the actual amount in excess of the Correction Costs was less or more than the sums
advanced by Purchaser and furnish with the notice all documentation supporting Seller’s
calculations. If less, Seller shall re-fund to Purchaser at the Closing the difference between the
actual excess amount and the estimated excess amount advanced by Purchaser and, if more,
Purchaser shall pay Seller such difference. Payments shall be made at the Closing or as soon
thereafter as the Necessary Remedial Measures are completed.
(h) If this Contract is terminated by either party for any reason, Purchaser
shall deliver to Seller (i) all Confidential Information in accordance with the Access Agreement,
and (ii) copies of all surveys, Environmental Reports and other studies, reports and information
within its possession or control actually obtained by Purchaser prior to termination of the
Contract.

004828-00013000/6718859v28 12
(i) Nothing herein restricts the rights of either party to terminate this Contract
pursuant to any other provision of this Contract or to otherwise pursue remedies available to it in
the event of a breach of this Contract by the other, provided, however, in no event shall Seller be
deemed in default under this Contract due to the presence of Hazardous Materials on the
Property.
14. PRECLOSING OBLIGATIONS:
(a) From the Effective Date until the Closing Date or earlier termination of
this Contract, Seller shall, with respect to the Property:
(1) advise Purchaser in writing promptly of any litigation, arbitration,
or administrative hearing affecting the Property within the Knowledge of Seller which is
instituted or threatened, and
(2) subject to the requirements of the Laws and Governmental
Authorities, take no action and permit no action to be taken which would (i) change the physical
characteristics of the Property in any material respects, except for the closure of certain
monitoring wells which are no longer in use; provided that Seller gives Purchaser prior written
notice thereof, such closure is completed strictly in accordance with all applicable laws, rules,
regulations and ordinances and is fully completed prior to Closing, or (ii) change the existing
zoning designation.
(3) not create any new encumbrance on or defect in Seller’s title to the
Property, except for (i) a Declaration of Covenants and Restrictions in the form attached hereto
as Exhibit F, and (ii) an Access Agreement and Deed of Easement in the form attached hereto as
Exhibit G, which Seller may record with the Durham County Register of Deeds. Seller shall not
make or authorize any changes to the Declaration of Covenants and Restrictions or the Access
Agreement and Deed of Easement without Purchaser's prior written consent, which consent shall
not be unreasonably withheld, conditioned or delayed.
(b) Except in connection with the Brownfields Agreement described in
Section 34, Purchaser hereby agrees that it shall not make any applications to, or appear before
public meetings or hearings of any Governmental Authority, or commence or otherwise pursue
any actions with or against any Governmental Authority that would be binding on Seller if
Purchaser does not close on the purchase of the Property. Purchaser shall use commercially
reasonable efforts to give Seller regular updates of any meetings or other proceedings with
governmental authorities during the term of this Agreement. During the Due Diligence Period
Purchaser may make inquiries of governmental authorities in connection with the Brownfields
Agreement and with respect to other government records in connection with Purchaser's due
diligence study of the Property without giving notice to Seller.
(c) Seller has, or will, transfer to Bristol-Myers Squibb Company or its
affiliates, five groundwater monitoring wells on the Property, and other associated sampling
equipment, located upon or within the Property (the “BMS Wells”). For the sake of clarity, the
Property shall not include the BMS Wells. Seller will cause all other wells on the Property to be
closed prior to Closing in accordance with NCDEQ closure requirements.

004828-00013000/6718859v28 13
15. NONPERFORMANCE:
(a) If Seller defaults under this Contract, and Purchaser is ready, willing and
able to perform Purchaser’s Contract obligations, Purchaser shall elect, as its sole and exclusive
remedy, either (1) to sue for specific performance of this Contract or (2) to terminate this
Contract by notice to Seller and the Escrow Agent within 10 days after the Outside Closing Date,
in which event Purchaser shall be entitled to payment of the Deposit and Seller shall reimburse
Purchaser for its actual, documented, out of pocket expenses to negotiate this Contract,
investigate the purchase of the Property, and pursue the Brownfields Agreement up to a
maximum amount of .
(b) If Purchaser defaults under this Contract, and Seller is ready, willing and
able to perform Seller’s Contract obligations, Seller’s sole and exclusive remedy shall be to
receive and retain the Deposit, in lieu of any other monetary or other relief to which Seller may
otherwise be entitled by virtue of this Contract or the Laws and terminate this Contract by notice
thereof to Purchaser. Because of the extreme difficulty, inconvenience and uncertainty of
ascertaining actual damages that will be incurred by Seller as a consequence of Purchaser’s
failure to comply as aforesaid, Purchaser and Seller agree that the Deposit shall be liquidated
damages and is the best estimate of the actual damages that will be suffered by Seller by reason
of Purchaser’s nonperformance. When the Deposit is paid to Seller by the Escrow Agent, this
Contract shall terminate.
(c) If in accordance with the agreements set forth in this SECTION 15
Purchaser or Seller terminates this Contract, upon receipt of the Deposit by the party entitled to
it, this Contract shall terminate, any lien of Purchaser against the Property shall cease and be
removed from the record, and neither party hereto shall have any further obligations to or rights
or claims against the other, excepting only those specific matters which the parties hereto have
expressly agreed in this Contract will survive such termination.
(d) If Seller or Purchaser shall bring any action for damages or any other
relief or remedy against the other (declaratory or otherwise) arising out of this Contract, the
prevailing party shall receive a reasonable sum from the other party for attorneys’ and witness’
fees and payment of all court and other direct costs incurred in connection herewith. This
Section (d) shall survive the Closing or the termination of this Contract.
16. BROKERS:
(a) Seller and Purchaser acknowledge that CBRE, Inc., as Seller’s agent, (the
“Broker”) has acted as the broker of the transaction contemplated herein and that Seller shall be
solely responsible for and shall pay the Broker a commission or fee in accordance with the terms
of a separate agreement between them. Seller agrees to indemnify and hold Purchaser harmless
from and defend Purchaser against any claim made by a Person other than the Broker in
connection with the transaction contemplated herein for compensation on account of interactions
between Seller or its representatives or employees and such other Person. Further, Seller shall
reimburse Purchaser for court costs, reasonable attorneys’ and witness’ fees and other out-of-
pocket expenses directly resulting from these claims. Purchaser represents that it has dealt with
no Person in connection with the transaction contemplated herein other than the Broker, and

004828-00013000/6718859v28 14
Purchaser agrees to indemnify and hold Seller harmless from and defend Seller against any claim
made by any Person other than the Broker in connection with the transaction contemplated
herein for compensation on account of interactions between Purchaser or its representative or
employees and such Person. Further, Purchaser shall reimburse Seller for court costs, reasonable
attorney’s and witness fees and other out-of-pocket expenses directly resulting from these
claims.
(b) This SECTION 16 shall survive the Closing or the termination of this
Contract.
17. CONDITION OF THE PROPERTY:
(a) (1) Seller shall deliver the Property to Purchaser at the Closing in its
then “as is”, “where is” condition and state of repair with all faults. Until the Closing, Seller
agrees to maintain the Property consistent with the standards of maintenance for property of a
similar nature and type which it owns. Except for Seller’s Representations which are directly
applicable to such information, Seller does not warrant or make any representation, either
express or implied, as to (1) the accuracy or completeness of any information delivered to
Purchaser or any other information which Seller hereafter may share with Purchaser; (2) the
Property; (3) the condition of the Property; or (4) without limitation, as to any other matter;
however, Seller does not know (as the “Knowledge of Seller” is defined in SECTION 12(b)) of
any information furnished to Purchaser by Seller that is false or materially inaccurate.
(b) PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS
EXPRESSLY SET FORTH IN THIS CONTRACT, NEITHER SELLER NOR ANY
EMPLOYEE, AGENT OR REPRESENTATIVE OF SELLER HAS MADE, AND SELLER IS
NOT LIABLE OR RESPONSIBLE FOR OR BOUND IN ANY MANNER BY, ANY
EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, COVENANTS,
AGREEMENTS, OBLIGATIONS, GUARANTEES, STATEMENTS, INFORMATION OR
INDUCEMENTS PERTAINING TO THE PROPERTY OR ANY PART THEREOF; TITLE
TO THE PROPERTY; THE PHYSICAL CONDITION THEREOF; THE ENVIRONMENTAL
CONDITION THEREOF; THE FITNESS AND QUALITY THEREOF; THE INCOME,
EXPENSES OR OPERATION OF THE PROPERTY AND THE VALUE AND
PROFITABILITY THEREOF; THE USES TO WHICH THE PROPERTY CAN BE PUT;
CURRENT AND FUTURE ZONING OF THE PROPERTY; THE SUITABILITY OF THE
PROPERTY OR ANY PORTION THEREOF FOR UTILITY ACCESS, RENOVATION OR
CONSTRUCTION, OR ANY OTHER MATTER OR THING WHATSOEVER WITH
RESPECT THERETO. PURCHASER ACKNOWLEDGES, AGREES, REPRESENTS AND
WARRANTS THAT BEFORE CLOSING, PURCHASER WILL HAVE HAD ACCESS TO
INFORMATION AND DATA RELATING TO THE PROPERTY THAT PURCHASER
CONSIDERS NECESSARY, PRUDENT, APPROPRIATE OR DESIRABLE FOR THE
PURPOSES OF THIS TRANSACTION AND THAT PURCHASER AND PURCHASER’S
REPRESENTATIVES WILL HAVE INDEPENDENTLY INSPECTED, EXAMINED,
INVESTIGATED, ANALYZED AND APPRAISED ALL OF THE SAME AND ALL OTHER
MATTERS IT HAS DETERMINED ARE CONDITIONAL TO PURCHASING THE
PROPERTY. WITHOUT LIMITING THE FOREGOING, PURCHASER ACKNOWLEDGES
AND AGREES THAT, IN ENTERING INTO THIS CONTRACT, PURCHASER HAS NOT

004828-00013000/6718859v28 15
BEEN INDUCED BY, AND HAS NOT RELIED UPON, ANY REPRESENTATIONS OR
STATEMENTS, WHETHER EXPRESS OR IMPLIED, WRITTEN OR VERBAL, MADE BY
SELLER OR ANY AGENT, EMPLOYEE OR OTHER REPRESENTATIVE OF SELLER, OR
ANY OTHER PERSON, WHICH ARE NOT EXPRESSLY SET FORTH IN THIS
CONTRACT, WHETHER OR NOT SUCH REPRESENTATIONS OR STATEMENTS WERE
MADE ORALLY OR ELSEWHERE IN WRITING. THIS SECTION 17 SHALL SURVIVE
THE CLOSING OR THE TERMINATION OF THIS CONTRACT.
18. NOTICES: All notices, demands and other communications hereunder shall be in
writing and shall be delivered personally against receipt, or by registered or certified mail,
postage prepaid and return receipt requested, or by a nationally recognized overnight delivery
service, in each case addressed to the parties as follows:
As to Purchaser: Merritt Acquisitions, LLC
2066 Lord Baltimore Drive
Baltimore, Maryland 21244
Attention: Robb L. Merritt
email: [e-mail]

with copy to: Cynthia A. Berman, Esquire
Kramon & Graham, P.A.
One South Street, Suite 2600
Baltimore, Maryland 21201
email: [e-mail]

As to Seller: International Business Machines Corporation
IBM Real Estate Strategy and Operations
10925 David Taylor Drive
Charlotte, NC 28262
Attention: Manley James
email: [e-mail]

with copy to: International Business Machines Corporation
Global Real Estate Operations
1 New Orchard Road
Armonk, NY 10504
Attention: Real Estate Counsel
email: [e-mail]

Any notice delivered in accordance herewith shall be deemed received on the date sent, if
sent by hand delivery; one (1) Business Day after the date sent, if sent by overnight commercial
delivery service; and three (3) days after the date sent, if sent by USPS certified mail.
Additionally, notices may be given by electronic transmission, which shall be deemed delivered
on the date of such transmission, provided that an original copy of said transmission shall be
delivered to the addressee by a nationally recognized overnight delivery service on the day
following such transmission. Failure to send a copy of any notice to the person designated above
to receive a copy of notices shall not affect the validity of any notice.

004828-00013000/6718859v28 16
19. PARTIES BOUND: This Contract shall be binding upon and inure to the benefit
of Seller and Purchaser and their respective representatives, successors and permitted assigns.
20. GOVERNING LAW: The Laws of the State of North Carolina shall govern the
validity, construction, enforcement and interpretation of this Contract without regard to
principles of conflicts of law.
21. MULTIPLE COUNTERPARTS: This Contract may be executed in a number of
identical counterparts but all counterparts shall constitute one agreement. This Contract shall not
be binding or effective until duly executed by Seller and Purchaser and delivered by each to the
other. To facilitate execution and delivery of this Contract, the parties may execute and
exchange executed counterparts by facsimile or email in a PDF file to the other party or to the
other party’s counsel. Facsimile or signatures in a PDF file shall have the same legal effect as
original signatures.
22. TIME IS OF THE ESSENCE: Time is of the essence in the performance of each
of the parties’ respective agreements and obligations contained herein.
23. ENTIRE AGREEMENT: This Contract includes the text hereof and all exhibits,
schedules, addenda and attachments to this Contract and, together, they embody the entire
agreement of the parties with respect to the transaction herein contemplated and supersede all
prior communications or agreements, whether oral or written. Any amendments to this Contract,
to be effective, must be in writing and executed by the party against whom enforcement of the
amendment is sought.
24. NON-BUSINESS DAYS: If the Closing Date or the date for delivery of a notice
or performance of some other obligation of a party falls on a Saturday, Sunday, or legal holiday,
then the Closing Date or such notice or performance shall be postponed until the next weekday
that is not a legal holiday. For purposes of this Contract, a “legal holiday” shall be a weekday on
which federal banks are not required to be open for business in Durham, North Carolina.
25. ASSIGNMENT: Neither this Contract nor any rights or obligations hereunder
shall be assigned, transferred, pledged, mortgaged or otherwise encumbered in any way by
Purchaser without the prior written consent of Seller, and any purported assignment without such
consent shall be null and void; except that Purchaser may assign these rights to an Affiliate;
provided that the assignment is not to an entity that will violate the “ERISA” representation set
forth in SECTION 11(b) and that Purchaser shall first notify Seller of the assignment, shall
deliver a true and complete copy of the assignment to Seller, and shall agree in writing to remain
and shall remain primarily responsible for the faithful performance of Purchaser’s obligations set
forth in this Contract.
26. CONFIDENTIALITY: Except as expressly set forth in the Access Agreement,
neither party shall disclose Confidential Information. Each party hereto shall cause its
Representatives to observe the terms of this SECTION and each party will be responsible for any
breach of this SECTION by itself or its Representatives.
27. NO CONSEQUENTIAL DAMAGES: Notwithstanding any provision in this
Contract to the contrary, in no event shall either party hereto be liable to the other or a third-party

004828-00013000/6718859v28 17
for incidental damages, lost profits, lost savings, punitive, exemplary or any other consequential,
special or indirect damages. This SECTION 27 shall survive the Closing or the termination of
this Contract.
28. SURVIVAL: Except as specifically expressed in this Contract, no term,
provision, condition or obligation set forth in this Contract shall survive the Closing or
termination of this Contract.
29. PARTIAL INVALIDITY: If any term, covenant or condition of this Contract or
its application to any Person or circumstances shall be invalid or unenforceable, the remainder of
this Contract, or the application of such term, covenant or condition or its application to any
other Person or circumstances shall not be affected, and each term shall be valid and enforceable
to the fullest extent permitted by Law.
30. OTHER DOCUMENTS: Each party shall, at any time and from time to time,
execute, acknowledge when appropriate, and deliver such further instruments and documents and
take such other action as may be reasonably requested by the other in order to carry out the intent
and purpose of this Contract; provided that the requested modifications shall be ministerial in
scope and, without limitation, shall not (i) increase in any form or manner the monetary
obligation of either party hereto or reduce in any manner or form the compensation agreed upon
herein to be received by a party hereto, or (ii) materially increase any non-monetary obligations
or materially and adversely affect the rights (monetary or non-monetary) of either party under
this Contract, as determined by the affected party in its reasonable judgment. Further, Seller
shall not be obligated to agree in any form or manner to any additional indemnity agreements or
any representations, warranties or guaranties which are not already expressly agreed upon in this
Contract, shall not be obligated to agree to any changes to the environmental agreements set
forth herein or in any other document, and will not allow others to act as attorney-in-fact for
Seller. This SECTION 30 shall survive the Closing or the termination of this Contract.
31. NO THIRD PARTY BENEFICIARY: This Contract is intended for the exclusive
benefit of the parties hereto and, except as otherwise expressly provided herein, shall not be for
the benefit of, and shall not create any rights in, or be enforceable by any other Person.
32. CONFLICT: If there is a conflict between or ambiguity among (a) the provisions
of this Contract and (b) or the provisions of any other documents associated with this transaction,
the provisions of this Contract shall control and be conclusive on the matter at issue.
33. RECORDING: Neither this Contract nor any memorandum hereof may be
recorded without the express written consent of both parties hereto. If either party (or its agent)
violates this prohibition, such party shall be in material breach of this Contract and the non-
breaching party shall be entitled to pursue any and all of its remedies pursuant to this Contract.
34. BROWNFIELDS AGREEMENT:
(a) Purchaser’s obligation to purchase the Property is contingent (the
“Brownfields Contingency”) upon Purchaser’s satisfactory negotiation of an agreement (the
“Brownfields Agreement”) acceptable to Purchaser, in its sole and subjective discretion, with
the North Carolina Department of Environmental Quality (“NCDEQ”) under the Brownfields

004828-00013000/6718859v28 18
Program operated under N.C. Gen. Stat. § 130A-310.30 et seq. (the “Brownfields Program”)
and the expiration of all public comment periods without any challenges or changes to the
Brownfields Agreement. From the Effective Date until the Closing Date or earlier termination of
this Contract, Purchaser shall diligently pursue a Brownfields Agreement. Promptly after the
Effective Date, Purchaser shall submit a Brownfields Property Application to NCDEQ, file the
Fee Consent Document, and pay the fee to enter the “Redevelopment Now Program Option” of
the Brownfields Program. If, despite Purchaser’s diligent efforts, Purchaser is not able to satisfy
the Brownfields Contingency within fifteen (15) months after the Effective Date, Purchaser shall
have the right to terminate this Contract by notice delivered to the other party and the Escrow
Agent (the “Brownfields Termination Notice”), or to waive the Brownfields Contingency and
proceed to Closing. Within five (5) business days after receipt of the Brownfields Termination
Notice, the Escrow Agent shall return the Deposit to Purchaser, and upon receipt of the Deposit
by Purchaser, this Contract shall terminate, any lien of Purchaser against the Property shall cease
and be removed from the record, and neither party hereto shall have any further obligations to or
rights or claims against the other, excepting only those specific matters which the parties hereto
have expressly agreed in this Contract will survive such termination.
(b) Seller shall use commercially reasonable efforts to cooperate with
Purchaser’s efforts to satisfy the Brownfields Contingency, including without limitation,
providing any non-confidential records, materials, and information in its possession that are
required to accurately complete all documentation required to be submitted to obtain a
Brownfields Agreement and, in its capacity as record owner of the Property, sign all documents,
submittals, and applications required by the Brownfields Program, provided that such
documents, submittals, and applications are not incorrect or materially misleading. Seller shall
use commercially reasonable efforts to respond promptly to all such requests from Purchaser and
in all events prior to any deadline established by NCDEQ if Purchaser gives Seller written notice
of the deadline. If Seller's failure to respond timely causes Purchaser to miss a deadline that was
disclosed to it or if Seller fails to respond within twenty (20) Business Days with respect to any
other matter, then the time period to satisfy the Brownfields Contingency and the Outside
Closing Date will be extended one day for each day of delay caused by the missed deadline in
the event of a missed deadline, or one day for each calendar day that Seller fails to respond after
the applicable twenty (20) Business Day period with respect to any matter that does not have
specific NCDEQ deadline. Prior to submission of its Brownfields Property Application to
NCDEQ, Purchaser shall deliver to Seller a draft of its application and permit Seller the
opportunity to review and comment on the application. Seller agrees that it shall provide its
comments, if any, to Purchaser, within ten (10) Business Days following receipt of Seller’s draft
Brownfields Program application. Purchaser shall have no obligation to incorporate any or all of
Seller’s comments into Purchaser’s Brownfields Program application unless failure to do so will
render the application factually inaccurate or materially misleading. If Seller fails to respond
within twenty (20) Business Days following receipt of Seller’s draft Brownfields Program
application, Seller will be deemed to have no comments on the application.
(c) All costs attendant to the Brownfields Program application process shall
be Purchaser’s sole responsibility.
(d) Purchaser agrees that it shall provide copies to Seller of all formal notices
to and from NCDEQ regarding Purchaser’s efforts to obtain a Brownfields Agreement and shall

004828-00013000/6718859v28 19
inform Seller promptly upon receipt of NCDEQ’s decision as to whether or not it has approved
Purchaser’s Brownfields Program application and agreed to enter into a Brownfields Agreement
with Purchaser.
(e) Seller shall not submit comments to NCDEQ at or during any public
comment period established for Purchaser’s Brownfields Program application without
Purchaser’s prior review and approval which approval may be withheld in Purchaser’s sole
discretion.
(f) The Brownfields Contingency shall be satisfied when Purchaser receives
notice that NCDEQ has approved the Brownfields Agreement, all public notice requirements
have been satisfied, and no party has any right to challenge the Brownfields Agreement.
Purchaser agrees that it will not execute the Brownfields Agreement or file the Notice of
Brownfields Property with the Recorder of Deeds prior to the Closing and the transfer of title to
the Property pursuant to the terms of this Contract.
35. WAIVER OF JURY TRIAL: To the extent it may be waived, the parties hereto,
for themselves and their respective heirs, personal representatives, successors and assigns,
hereby irrevocably waive any and all right to a trial by jury with respect to any lawsuit, action,
proceeding, counter-claim or other litigation based upon or arising out of or otherwise relating to
this Contract and the transactions described herein. The parties further agree that they shall not
seek to consolidate any such lawsuit, action, proceeding, counter-claim or other litigation
procedure arising with respect to this Contract or the transactions described herein with any
proceeding in which trial by jury has not been waived.
36. LIKE-KIND EXCHANGE. The parties agree that, if either party should elect to
engage in a tax deferred like-kind exchange under Section 1031 of the Internal Revenue Code of
1986, as amended (a “Like-Kind Exchange”), each party shall cooperate in executing such
documentation as is reasonably necessary to effectuate such Like-Kind Exchange, including the
assignment of this Contract to a qualified intermediary; provided, that (i) in no event shall the
non-requesting party be named as the grantee in any deed of conveyance or as a party in any
other document or instrument to be recorded among the land records of the jurisdiction where the
exchange property is situated; (ii) the non-requesting party shall have no liability whatsoever in
respect of the exchange property or its acquisition, or for the failure of the transaction to qualify
as a Like-Kind Exchange; (iii) the consummation of closing with respect to the exchange
property shall be at the sole cost and expense of the party requesting the Like-Kind Exchange,
and the non-requesting party shall not be required to incur any cost or expense whatsoever in
connection therewith; and (iv) although each party shall reasonably cooperate in the event either
party shall elect to cause closing hereunder and in respect of the exchange property to occur
simultaneously, it is nonetheless expressly understood and agreed that Closing under this
Contract shall not be delayed by reason of the Like-Kind Exchange.
37. CONSTRUCTION/DEFINITIONS:
(a) This Contract shall be strictly construed neither against Seller nor
Purchaser; the singular includes the plural and the plural includes the singular; “or” is not
exclusive; a reference to an agreement or other contract includes supplements, addenda and

004828-00013000/6718859v28 20
amendments thereto to the extent permitted by this Contract; accounting provisions have the
meanings assigned to them by generally accepted accounting principles and practices applied on
a consistent basis; the words “such as”, “include”, “includes”, and “including” are not limiting;
except as specifically agreed upon in this Contract, any right may be exercised at any time and
from time to time and all obligations are continuing obligations during the periods of time agreed
upon in this Contract; in calculating any time period, the first day shall be excluded and the last
day shall be included; all days are calendar days unless otherwise specified; when used in this
Contract with its initial letter capitalized, a word shall be given the meaning assigned to it in this
Contract; and the words “Seller” and “Purchaser” shall include the Affiliate and the employees,
and directors of the parent and Affiliate unless otherwise defined in this Contract.
(b) When used with their initial letter capitalized, words shall have the
meanings assigned to them in this SECTION or elsewhere in this Contract.
“Affiliate” means, with respect to any Person, any other Person that, directly or
indirectly, through one or more intermediaries, controls, or is controlled by, or is under common
control with, such Person, and the term “control” (including the terms “controlled by” and
“under common control with”) means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of such Person, whether through
ownership of voting securities, by contract or otherwise.
“Business Day” means any weekday other than a weekday on which federally insured
banks are not required to be open for business in Durham, North Carolina.
“Closing” is defined in SECTION 7.
“Closing Date” is defined in SECTION 7.
“Confidential Information” is defined in the Access Agreement.
“Contract” is defined on Page 1.
“Deed” is defined in SECTION 10.
“Due Diligence Period” is defined in SECTION 13.
“Effective Date” is defined on Page 1.
“Environmental Laws” mean the Federal Water Pollution Control Act (33 U.S.C.
Section 1317, et seq.), the Federal Resource Conservation and Recovery Act (42 U.S.C. Section
6901, et seq.), the Comprehensive Environmental Response, Compensation and Liability Act, as
amended (42 U.S.C. Section 9601, et seq.), the Toxic Substances Control Act (15 U.S.C. Section
2601, et seq.), the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.), the
Federal Clean Air Act (42 U.S.C. Section 7401, et seq.), as well as other Laws relating directly
or indirectly to the storage, use, manufacture, generation, transportation, discharge (including
release) or disposal of Hazardous Materials in effect on the Closing Date.
“Environmental Report and Reports” are defined in SECTION 13.

004828-00013000/6718859v28 21
“ERISA” is defined in SECTION 12(d).
“Escrow Agent” is defined in SECTION 2.
“Governmental Authority(ies)” means local, state and federal governmental and quasi-
governmental agencies, departments, commissions, boards and bureaus, including all successors
thereto, having jurisdiction over the Property.
“Hazardous Materials” mean and include any hazardous or toxic substance, material or
waste (including constituents thereof) which is now or prior to the Closing Date becomes
regulated by Governmental Authorities, including any material or substance which is (a) listed or
defined as a “hazardous waste,” “extremely hazardous waste,” “restricted hazardous waste,”
“hazardous substance” or “toxic substance” or words of similar import under the Environmental
Laws, (b) petroleum and its byproducts, (c) radon gas, (d) polychlorinated biphenyl, or (e)
designated as a hazardous or toxic substance or waste or words of similar import by the
Environmental Laws; except that, notwithstanding the foregoing or any other provision in this
Contract to the contrary, the words “Hazardous Materials” shall not mean or include (i)
contamination caused by normal application of pesticides, fungicides or other agricultural
products; (ii) groundwater or surface water contamination which is below levels which would be
actionable under the Laws where action levels have been stated; (iii) any amount of hazardous
substances released which is below the “reportable quantity” for that substance pursuant to all
applicable Environmental Laws; (iv) asbestos containing materials and urea formaldehyde foam
insulation, or (v) a hazardous substance which is in situ and poses no immediate threat to Persons
or the environment.
“Knowledge of Seller” is defined in SECTION 12(b).
“Laws” mean any laws, ordinances, codes, rules, regulations, licenses and permits issued
by Governmental Authorities.
“Necessary Remedial Measures” means any investigation, identity, analysis, treatment,
testing, removal, cleanup, sampling and/or monitoring of Hazardous Materials On the Property.
“On” means in, on, under, above or about.
“Outside Closing Date” is defined in SECTION 7.
“Permitted Exceptions” means: (a) the exceptions to title that are acceptable to
Purchaser or deemed to be acceptable to Purchaser as provided in Section 5(a); (b) additional
title matters which are not listed on Seller’s Title Report and are caused by acts of Purchaser or a
Purchaser’s Representative, or are approved by Purchaser in writing, or objections that have been
waived by Purchaser either in writing or by failure to notify Seller as required by Sections 5 or 6
as applicable; (c) current real estate taxes not yet due and payable, (d) the state of facts shown on
the Survey that are acceptable to Purchaser (e) Title Objections or Title Defects that are waived
or deemed to be waived by Purchaser, and (f) the Declaration of Covenants and Restrictions in
the form attached hereto as Exhibit F and the Access Agreement and Deed of Easement in the
form attached hereto as Exhibit G.

004828-00013000/6718859v28 22
“Person” means an individual, partnership, trust, corporation, firm or other legally
created entity.
“Prohibited Exception” means (a) an encumbrance placed on the Property after the
Effective Date by or at the direction of Seller without Purchaser’s prior written consent or (b) an
encumbrance that secures a monetary obligation of Seller without regard to the date the such
encumbrance was placed on the Property.
“Property” is defined on Page 1.
“Purchaser” is defined on Page 1.
“Purchase Price” is defined in SECTION 1.
“Purchaser’s Phase I Report” is defined in SECTION 13.
“Purchaser’s Representations” are defined in SECTION 12(d).
“Purchaser’s Termination Notice” is defined in SECTION 6(a).
“Purchaser’s Title Report” is defined in SECTION 3.
“Representatives” means consultants, lenders, directors, agents, surveyors, accountants,
contractors, employees, attorneys, insurers, and other advisors of each party hereto.
“Seller” is defined on Page 1.
“Seller’s Representations” are defined in SECTION 12(a).
“Survey” is defined in SECTION 4.
“Survey Matters” is defined in SECTION 5.
“Title Company” means such title company retained by Purchaser unless designated in
SECTION 3.
“Title Defects” are defined in SECTION 6.
“Title Policy” means the final title policy issued by the Title Company listing only the
Permitted Exceptions.
“Title Report” is defined in SECTION 3.
[Signature pages follow]

004828-00013000/6718859v28 23
IN WITNESS WHEREOF, Purchaser and Seller, each by its duly authorized
representative, have executed this Contract as of the Effective Date.
PURCHASER:
MERRITT ACQUISITIONS, LLC
By:
Robb L. Merritt, President

SELLER:
INTERNATIONAL BUSINESS
MACHINES CORPORATION
By: I.""
Name: 1'fvA"ae'Y rMmes,
Title: 2 - n o fc r M z
004828-00013000/6718859v28 24

004828-00013000/6718859v28 A-1

EXHIBIT A
Description of the Property

Less and except any property located within a public right-of-way, including the
property conveyed to the Department of Transportation in the instrument recorded
in Book 3354, Pge 702, Durham County Registry.

PIN #’s: 1) 0749-04-51-1176; 2) 0749-03-41-4159; 3) 0749-03-9242; and
4) 0749-03-40-3468; 5) 0748-01-49-4407

004828-00013000/6718859v28 A-2
Exhibit A-continued
Less and except any property located within a public right-of-way.
PIN #: 0749-04-50-1918

004828-00013000/6718859v28 B-1
EXHIBIT B
Intentionally Omitted

004828-00013000/6718859v28 C-1
EXHIBIT C
Form of Special Warranty Deed
Prepared By and After Recording Return To:
Revenue Stamps: $[__________]
NORTH CAROLINA SPECIAL WARRANTY DEED
Grantor states that the Property does not include the primary residence of Grantor.
NORTH CAROLINA
DURHAM COUNTY
THIS SPECIAL WARRANTY DEED is made this [_____] day of [__________],2019 by
INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York corporation
(“Grantor”), having an office at One New Orchard Road, Armonk, New York 10504 to
[____________________], a [___________________________], (“Grantee”), with a mailing
address of [_____________________].
WITNESSETH
For and in consideration of cash in hand paid by Grantee to Grantor, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor
has and by these presents does grant, bargain, sell and convey unto Grantee in fee simple, all that
certain lot or parcel of land situated in Durham County, North Carolina, which lot or parcel of
land is more particularly described as follows (the “Property”):
See Exhibit A attached.
TO HAVE AND TO HOLD the Property and all privileges and appurtenances thereto
belonging to Grantee in fee simple.
And the Grantor covenants with the Grantee, that Grantor has done nothing to impair such title
as Grantor received, and Grantor will warrant and defend the title against the lawful claims of all
persons claiming by, under or through Grantor, other than the exceptions described on Exhibit B
attached hereto and incorporated by reference.
The designation “Grantor”, and “Grantee” as used herein shall include said named parties and
their respective heirs, personal representatives, successors and assigns, and shall include the
singular, plural, masculine, feminine or neuter as required by context.

004828-00013000/6718859v28 C-2
IN WITNESS WHEREOF, the Grantor has executed this instrument, under seal, as of the day
and year first above written.
INTERNATIONAL BUSINESS MACHINES CORPORATION,
a New York corporation (SEAL)
By:
Name:
Title:
STATE OF ___________________
COUNTY OF _________________
I certify that the following person personally appeared before me this day, acknowledging to me
that he or she voluntarily signed the foregoing document for the purpose stated therein and in the
capacity indicated: ______________________________________________________.
Date: _____ day of ______________, 2019.
Official Signature of Notary: ___________________________________________
Notary’s Printed or Typed Name: ___________________________, Notary Public
My Commission Expires: ________________________
(Official Seal)

004828-00013000/6718859v28 C-3
EXHIBIT A
ATTACHED TO DEED
FROM
INTERNATIONAL BUSINESS MACHINES CORPORATION
TO
[___________________________]
LEGAL DESCRIPTION

004828-00013000/6718859v28 C-4
EXHIBIT B
ATTACHED TO DEED
FROM
INTERNATIONAL BUSINESS MACHINES CORPORATION
TO
[___________________________]
PERMITTED EXCEPTIONS

004828-00013000/6718859v28 D-1
EXHIBIT D
FIRPTA Certification and Affidavit
Section 1445 of the Internal Revenue Code of 1986, as amended (the “Code”) provides
that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign
person. For U.S. tax purposes (including section 1445), the owner of a disregarded entity (which
has legal title to a U.S. real property interest under local law) will be the transferor and not the
disregarded entity. To inform _______________ (“Transferee”) that withholding of tax is not
required upon the disposition of a U.S. real property interest by INTERNATIONAL BUSINESS
MACHINES CORPORATION (“Transferor”), the undersigned hereby certifies the following
on behalf of Transferor:
1. Transferor is not a foreign corporation, foreign partnership, foreign trust, or
foreign estate (as those terms are defined in the Code);
2. Transferor is not a disregarded entity as defined in Section 1.1445-2(b)(2)(iii);
3. Transferor’s U.S. employer identification number is 13-0871985, and
4. Transferor’s office address is:
International Business Machines Corporation
Global Real Estate Operations
1 New Orchard Road
Armonk, New York 10504
Attention: Real Estate Counsel
Transferor understands that this certification may be disclosed to the Internal Revenue
Service by Transferee and that any false statement contained herein could be punished by fine,
imprisonment, or both.
Under penalties of perjury, I declare that I have examined this certification and to the best
of my knowledge and belief it is true, correct and complete, and I further declare that I have
authority to sign this document on behalf of Transferor.
Dated: _________________, 2019
INTERNATIONAL BUSINESS
MACHINES CORPORATION
By:
Name:
Title:

004828-00013000/6718859v28 D-2
STATE OF NEW YORK )
: ss.:
COUNTY OF WESTCHESTER )
On the _____ day of _____________ in the year ________ before me, the undersigned
personally appeared _________________, personally known to me or proved to me on the basis
of satisfactory evidence to be the individual whose name is subscribed to the within instrument
and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her
signature on the instrument, the individual, or the person upon behalf of which the individual
acted, executed the instrument.

Notary Public
[affix stamp and seal]

004828-00013000/6718859v28 E-1
EXHIBIT E
ACCESS AND CONFIDENTIALITY AGREEMENT
THIS ACCESS AND CONFIDENTIALITY AGREEMENT (“Agreement ”) is made as
of _________________, 2019 (the “Signature Date”), by and between INTERNATIONAL
BUSINESS MACHINES CORPORATION (“Seller”) and MERRITT ACQUISITIONS, LLC
(“Buyer”) and is effective as of October 1, 2018 (the “Effective Date”).

BACKGROUND STATEMENT
Seller and Buyer are in the process of negotiating a Real Estate Purchase and Sale
Contract (the “PSA”) pursuant to which Seller will sell to Buyer certain real property located in
Durham County, North Carolina and more particularly identified as real estate parcels 0748-01-
49-4407, 0749-04-51-1176, 0749-04-50-1918, 0749-03-41-4159, 0749-03-31-9242, and 0749-
03-40-3468 (the “Property”). Buyer has asked Seller to be permitted to enter the Property and
commence its due diligence investigations prior to the completion and execution of the PSA.
Seller has agreed to permit Buyer to do so in accordance with the terms hereof.

NOW THEREFORE, in consideration of the premises contained herein and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

1. Right of Access. Commencing on the Effective Date, Seller will permit Buyer and
its agents, employees and contractors to enter onto the Property and to perform, at Buyer’s sole
cost and expense, (i) a physical inspection of the Property in accordance with the scope of work
described on Exhibit A attached hereto and made a part hereof, and (ii) such other reviews,
studies, searches, tests, examinations, investigations and other information gathering activities
related to the Property that Buyer deems necessary or appropriate (the “Investigations”). Buyer
shall coordinate its entry onto the Property through Seller’s designated representative and shall
provide reasonable prior notice of its schedule of work. Seller’s representative shall use
reasonable efforts to accommodate Buyer’s schedule. Buyer shall have the right to cut trees,
bushes, and other plants to obtain access to the portions of the Property it needs to access to
perform the Investigations. In such event, Buyer shall use commercially reasonable efforts to
disturb as little foliage as possible. Buyer shall restore the Property to substantially the condition
that existed prior to the Investigations in the manner described on Exhibit A. At its expense,
Buyer shall obtain all required permits from public authorities and otherwise shall comply with
all laws required to carry out the Investigations.

2. Delivery of Materials. Within five (5) business days after the Signature Date,
Seller shall deliver to Buyer all reports, title policies, surveys, studies, and materials in Seller’s
possession with respect to the Property (the “Due Diligence Materials”) that have not been
previously provided to Buyer. If the parties do not enter into the PSA or, after entering into the
PSA, it is terminated for any reason, Buyer will return the Due Diligence Materials to Seller
within five (5) business days after the parties cease negotiations or the termination date of the

004828-00013000/6718859v28 E-2
PSA, whichever is applicable. Seller makes no representation or warranty whatsoever as to the
content of the Due Diligence Materials or whether the Due Diligence Materials are complete,
comprehensive or accurate in any respect. By entering into this Agreement, Buyer acknowledges
that it has no right to rely on the Due Diligence Materials and that it is understood that Buyer is
expected to obtain its own reports, surveys, and studies with respect to the Property and to make
its own determination of the condition of the Property, including the environmental condition
thereof. Seller shall not have any liability to Buyer as a result of Buyer’s use of the Due
Diligence Materials.

3. Site Sampling; Buyer’s Materials. Buyer will use S&ME Inc. to perform the
geotechnical inspections and McAdams Co to perform environmental investigations and ALTA
survey work. Buyer will deliver a copy of all reports it receives from them to Seller promptly
after Buyer receives them, and, at Seller’s request made prior to the performance of any
inspection where samples are taken, Buyer will share the samples with Seller’s corresponding
engineers. Seller may distribute copies of such reports or information to consultants and others
within Seller’s organization who may have a need to know such information.

4. Monitoring Wells. Buyer agrees to not to disturb any monitoring wells located on
the Property during its Investigations.

5. Liability. Buyer agrees to be solely responsible for the conduct of Buyer’s agents,
employees, and contractors on the Property and shall assume and pay for all expenses incurred
by Buyer and Buyer’s agents, employees, and contractors in connection with the Investigations.
BUYER AGREES THAT SELLER ASSUMES NO LIABILITY TO BUYER OR ANY
OTHER PERSON FOR ANY INJURY, (INCLUDING DEATH) TO PERSONS OR DAMAGE
TO OR LOSS OF PROPERTY SUFFERED ON THE PROPERTY UNLESS CAUSED BY
THE MISCONDUCT OR NEGLIGENT ACT OR OMISSION OF SELLER, ITS EMPLOYEES
OR INVITEES. SELLER MAKES NO REPRESENTATION OR WARRANTY OF ANY
KIND, WRITTEN OR ORAL, AS TO THE PROPERTY’S CONDITION OR ITS FITNESS
FOR ANY PURPOSE.

6. Insurance. Prior to any physical entry onto the Property, Buyer shall deliver to
Seller evidence reasonably satisfactory to Seller that it has obtained comprehensive general
liability insurance naming Seller as an additional insured in an amount of not less than
$2,000,000.00 for bodily injury (including death) and not less than $1,000,000 for property loss
or damage, and written on such forms as are reasonably acceptable to Seller. Such insurance
shall include coverage for the contractual liability assumed by Buyer pursuant to this Agreement,
and shall be primary and noncontributory.

7. Indemnity. Buyer shall hold harmless and indemnify Seller, its agents,
employees, contractors, tenants, and venturers from any and all damages, claims, losses and
liabilities (including, without limitation, reasonable legal fees and expenses) arising out of any
claims of alleged injury to any person (including death) or damage to or loss of any property or

004828-00013000/6718859v28 E-3
of environmental noncompliance, if such injury, death, damage or loss is caused or is alleged to
have been caused on or about the Property by acts or omissions of Buyer or its officers,
employees, agents, or contractors. The foregoing indemnity shall not apply to any liability, cost
or expense arising out of the mere discovery of existing conditions on the Property as a result of
Buyer's investigations, unless such condition was caused by Buyer, or its officers, employees,
agents, or contractors.

8. Confidentiality.
a As used herein, “Confidential Information” shall mean:
i Due Diligence Materials and all other written information furnished to
Buyer or Buyer’s Representatives (hereinafter defined) to enable completion of
the Investigations including, without limitation, analyses, cost information,
reports, budgets, proformas, contracts, agreements, studies, plans and
specifications, and marketing strategies or operations, in each case furnished
by or on behalf of Seller or its directors, officers, employees, affiliates,
consultants (including, without limitation, Seller’s financial advisors, attorneys
and accountants) partners or agents; and
ii Any letter of intent, offer to purchase, purchase and sale agreement, or
similar document and their terms.
b The words “Confidential Information” shall not include information contained in
the Due Diligence Materials that: (a) was available to Buyer on a non-confidential basis
prior to its disclosure by Seller; (b) becomes available to Buyer on a non-confidential
basis from a source other than Seller under circumstances where such source is entitled to
make such disclosure; or (c) is disclosed in accordance with Section 7(d) below.
c Buyer shall keep all Confidential Information strictly confidential; provided,
however, that the Confidential Information may be disclosed to Buyer’s directors,
officers, or employees, as well as its counsel, geotechnical and engineering vendors,
accounting firms, mortgage brokers, joint venture partners, and financial institutions who
need to know such information for the purpose of assisting Buyer with its inspection of
the Property (“Buyer’s Representatives”). Buyer’s Representatives shall be informed by
Buyer of the confidential nature of the Confidential Information and shall be directed by
Buyer to treat such information with strict confidence. The foregoing shall not prohibit
Buyer from using any of the Due Diligence Materials or other reports and materials
developed by it to enter into the North Carolina Brownfields program or take any action
with respect thereto or to satisfy any other condition to closing set forth in the PSA.
d If Buyer or any of Buyer’s Representatives are requested pursuant to, or become
compelled by, applicable law, regulation or legal process to disclose any of the
Confidential Information in a particular matter, such party will provide Seller with

004828-00013000/6718859v28 E-4
prompt written notice and will assist Seller to seek protection of the Confidential
Information by protective order or otherwise at its sole expense.
e Without Seller’s prior written approval, except to the extent necessary in
connection with the Brownfields Agreement, site plan approval process or in connection
with similar development matters that will not be binding on Seller if Buyer does not
purchase the Property, Buyer and Buyer’s Representatives will not (except as required by
applicable law, regulation or legal process, and only after compliance with Section 4),
disclose to any individual, partnership, trust, corporation or other entity (collectively,
“Person”) the fact that Confidential Information exists or has been made available, or that
the Investigations and discussions with respect thereto are taking or have taken place, or
any term, condition or other fact relating to the Property including without limitation, the
status thereof.
f Buyer acknowledges and agrees that Seller will have no adequate remedy at law if
Buyer violates any of the confidentiality requirements of this Agreement. In such event,
Seller will have the right to seek injunctive relief to restrain any breach or threatened
breach of the confidentiality requirements by Buyer, specific enforcement of the
confidentiality requirements of this Agreement, and all other remedies available to Seller
at law or in equity. In the event that Seller prevails in its enforcement of the
confidentiality requirements of this Agreement, Buyer shall also be liable for the payment
of Seller’s reasonable attorneys’ fees and court costs.

9. Government Authorities. Buyer shall not submit any application to, or impose any
restrictions on the Property that will be binding on Seller if Buyer fails to purchase the Property,
and except for actions in connection with the Brownfields Agreement as described in the PSA,
obtaining site plan approval, or similar development matters that will not be binding on Seller if
Buyer does not purchaser the Property, Buyer will not appear before public meetings or hearings
of any governmental authority with respect to the Property.

10. Term. The obligation of confidentiality described in Section 8 shall end one (1)
year from the later (if applicable) to occur of (i) the Signature Date, (ii) Buyer purchases the
Property or (iii) any formal agreement to Purchase the Property is terminated. All other terms of
this Agreement shall remain in full force and effect until the earlier of (a) the parties discontinue
negotiations to enter into a PSA, (b) the PSA is terminated or closing occurs thereunder, (c) such
other date specified in the PSA or by a written agreement signed by both Seller and Buyer, or (d)
Seller gives Buyer written notice of termination of this Agreement.

11. Assignment. Neither this Agreement nor the permission and privileges granted
herein are assignable or transferable and are limited to Buyer and Buyer’s Representatives, and
any purported assignment or transfer is automatically void and of no force or effect.

004828-00013000/6718859v28 E-5
12. Notices: All notices, demands and other communications hereunder shall be in
writing and shall be delivered personally against receipt, or by registered or certified mail,
postage prepaid and return receipt requested, or by a nationally recognized overnight delivery
service, in each case addressed to the parties as follows:

As to Buyer: Merritt Acquisitions, LLC
2066 Lord Baltimore Drive
Baltimore, Maryland 21244
Attention: Robb L. Merritt
email: [e-mail]

with copy to: Cynthia A. Berman, Esquire
Kramon & Graham, P.A.
One South Street, Suite 2600
Baltimore, Maryland 21201
email: [e-mail]

As to Seller: International Business Machines Corporation
IBM Real Estate Strategy and Operations
10925 David Taylor Drive
Charlotte, NC 28262
Attention: Manley James
email: [e-mail]

with copy to: International Business Machines Corporation
Global Real Estate Operations
1 New Orchard Road
Armonk, NY 10504
Attention: Real Estate Counsel
email: [e-mail]

Any notice delivered in accordance herewith shall be deemed received on the date sent, if sent
by hand delivery; one (1) Business Day after the date sent, if sent by overnight commercial
delivery service; and three (3) days after the date sent, if sent by USPS certified mail.
Additionally, notices may be given by electronic transmission, which shall be deemed delivered
on the date of such transmission, provided that an original copy of said transmission shall be
delivered to the addressee by a nationally recognized overnight delivery service on the day
following such transmission. Failure to send a copy of any notice to the person designated above
to receive a copy of notices shall not affect the validity of any notice.

13. Miscellaneous. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of North Carolina without regard to principles of conflicts
of law. This Agreement may be executed in two or more counterparts, each of which shall be
deemed to be an original and all of which counterparts when assembled shall constitute a single

004828-00013000/6718859v28 E-6
agreement. An electronic signature of either party upon this Agreement shall be deemed valid
and binding and admissible by either party against the other. No party shall have any liability to
the other for any punitive, consequential, extraordinary or special damages, even if the non-
damaged party had notice of the potential for such damage to the other party.

Signature Page to Follow

IN WITNESS WHEREOF, the parties have executed this Agreement, intending to be bound as
of the Effective Date.
SELLER:
INTERNATIONAL BUSINESS MACHINES CORPORATION
By: Q"w�
Name: e-'�-
Title: 5-g_ eRaSl-%A, ,,A,(� 2
Date: H ;17��1B / vat Y , 2019
BUYER:
MERRITT ACQUISITIONS, LLC
Robb L. Merritt, President
Date: , 2019
004828-00013000/6718859v28 E-7

004828-00013000/6718859v28 E-8
EXHIBIT A

Scope of Review

Geotechnical Services:

● S&ME personnel will perform a site reconnaissance to mark boring locations and
document existing site conditions. Boring locations, shall be in accordance with
EXHIBIT ‘B’ attached hereto and, will be marked in the field with a handheld GPS
device.
● S&ME will review publicly available investigatory / remedial information related
to the contamination from the adjoining property formerly owned by Weck to include
existing well depths etc., prior to the installation of any borings so as not to penetrate any
existing confining layer(s) and create new pathways for contaminant migration. S&ME
shall maintain a minimum 10’ buffer to any existing groundwater wells currently located
and identified on the Property.
● S&ME will coordinate all access to the Property with Stuart Hurwitz, Advisory
Environmental Engineer, IBM Research Triangle Park, phone: [phone], T/L
444; mobile: [phone]; email: [e-mail]
● S&ME will subcontract personnel and equipment (hydro-axe) to perform low-
impact clearing to provide access paths for drilling equipment, including clearing and
mulching of trees.
● S&ME, Inc. will contact NC 811 to mark member utilities near proposed test
locations.
● Twenty-five soil test borings with standard penetration testing (SPT) will be
performed to the depths up to 50’.
● Samples of subsurface soils will be taken at 2½-foot intervals above a depth of 10
feet and at 5-foot intervals below 10 feet using a split-spoon sampler. Standard
Penetration Tests (SPT) will be conducted in conjunction with split-spoon sampling in
general accordance with ASTM D1586-11. Measurements of groundwater levels will be
taken at the termination of each boring and after 24 hours at select borings. After water
levels are taken, borings will be backfilled with bentonite pellets in the northern portion
of the site and auger cuttings in the remainder of the site. A borehole closure device will
installed in each boring.

The work described in this section will involve the drilling of boreholes on the Property. S&ME
will use borehole closure appliances to improve the stability of the surface in the vicinity of
completed boreholes. S&ME will close the borehole made in this study using the standard as
described in EXHIBIT ‘C’ attached hereto as North Carolina Department of Environmental
Quality (NCDEQ) closure requirements under 15A NCAC subchapter 2C - Well Construction
Standards; and more specifically sections 15A, NCAC 02C.0113 – Abandonment of Wells.

004828-00013000/6718859v28 E-9
Surface Water/ Wetland Delineation.

● A detailed delineation of surface waters and wetlands present on the tract will be
completed in general accordance with 1987 Corps of Engineers Wetland Delineation
Manual and the appropriate regional supplement and the NC Division of Water Resources
Methodology for Identification of Streams. Sequentially numbered flags will be hung
around the boundaries of wetlands and at the start/end points of stream channels.
● Perform a field survey of jurisdictional streams and wetlands based on final
delineation prepared under Task A4.70. Features to be located include individual wetland
flags, centerline of stream, and top of banks for the jurisdictional streams.

Phase I Environmental.

McAdams will complete a PESA for the subject site. The PESA will be conducted to meet the
requirements of 40 CFR Part 312, Standards and Practices for All Appropriate Inquiry, ASTM
E1527-13, Standard Practice for Environmental Site Assessments: Phase I Environmental Site
Assessment Process (the Standards), and, in accordance with contracted terms and conditions.

ATLA/ NSPS Land Title Survey:

Perform ALTA/NSPS Land Title Survey of the Property based on the Minimum Standard Detail
Requirements for ALTA /NSPS Land Title Surveys adopted in 2016 including the following
Table A items: 1, 2, 3, 4, 5, 7(a), 7(b1), 7(c), 8, 9, 13, and 16.

004828-00013000/6718859v28 E-10
EXHIBIT B

004828-00013000/6718859v28 E-11
EXHIBIT C

15A NCAC 02C .0113 ABANDONMENT OF WELLS

(a) Any well which is temporarily removed from service shall be temporarily
abandoned in accordance with the following procedures:

(i) The well shall be sealed with a water-tight cap or well seal, as defined in
G.S. 87-85 (16), compatible with the casing and installed so that it cannot
be removed without the use of hand tools or power tools.
(ii) The well shall be maintained whereby it is not a source or channel of
contamination during temporary abandonment.

(b) Permanent abandonment of water supply wells other than bored or hand dug wells
shall be performed in accordance with the following procedures:

(i) All casing and screen materials may be removed prior to initiation of
abandonment procedures if such removal will not cause or contribute to
contamination of the groundwater. Any casing not grouted in accordance
with 15A NCAC 02C .0107(f) shall be removed or grouted in accordance
with 15A NCAC 02C .0107(f).
(ii) The entire depth of the well shall be sounded before it is sealed to ensure
freedom from obstructions that may interfere with sealing operations.
(iii) Except in the case of temporary wells and monitoring wells, the well shall
be disinfected in accordance with Rule .0111(b)(1)(A) through
.0111(b)(1)(C) of this Section.
(iv) In the case of gravel-packed wells in which the casing and screens have
not been removed, neat-cement, or bentonite slurry grout shall be injected
into the well completely filling it from the bottom of the casing to the top.
(v) Wells constructed in unconsolidated formations shall be completely filled
with grout by introducing it through a pipe extending to the bottom of the
well which can be raised as the well is filled.
(vi) Wells constructed in consolidated rock formations or that penetrate zones
of consolidated rock may be filled with grout, sand, gravel or drill cuttings
opposite the zones of consolidated rock. The top of any sand, gravel or
cutting fill shall terminate at least 10 feet below the top of the consolidated
rock or five feet below the bottom of casing. Grout shall be placed
beginning 10 feet below the top of the consolidated rock or five feet below
the bottom of casing in a manner to ensure complete filling of the casing,
and extend up to land surface. For any well in which the depth of casing or
the depth of the bedrock is not known or cannot be confirmed, the entire
length of the well shall be filled with grout up to land surface.

004828-00013000/6718859v28 E-12
(c) For bored wells or hand dug water supply wells, constructed into unconsolidated
material:

(i) The well shall be disinfected in accordance with Rule .0111(b)(1)(A)
through .0111(b)(1)(C) of this [Section.
(ii) All plumbing or piping in the well and any other obstructions inside the
well shall be removed from the well.
(iii) The uppermost three feet of well casing shall be removed from the well.
(iv) All soil or other subsurface material present down to the top of the
remaining well casing shall be removed, including the material extending
to a width of at least 12 inches outside of the well casing;
(v) The well shall be filled to the top of the remaining casing with grout, dry
clay, or material excavated during construction of the well. If dry clay or
material excavated during construction of the well is used, it shall be
emplaced in lifts no more than five feet thick, each compacted in place
prior to emplacement of the next lift.
(vi) A six-inch thick concrete grout plug shall be placed on top of the
remaining casing such that it covers the entire excavated area above the
top of the casing, including the area extending to a width of at least 12
inches outside the well casing.
(vii) The remainder of the well above the concrete plug shall be filled with
grout or soil.

(d) All wells other than water supply wells, including temporary wells, monitoring
wells or test borings:

(i) less than 20 feet in depth and which do not penetrate the water table shall
be abandoned by filling the entire well up to land surface with grout, dry
clay, or material excavated during drilling of the well and then compacted
in place; and
(ii) greater than 20 feet in depth or that penetrate the water table shall be
abandoned by completely filling with a bentonite or cement - type grout.

(e) Any well which acts as a source or channel of contamination shall be repaired or
permanently abandoned within 30 days of receipt of notice from the Department.

(f) All wells shall be permanently abandoned in which the casing has not been
installed or from which the casing has been removed, prior to removing drilling equipment from
the site.

(g) The owner is responsible for permanent abandonment of a well except that:

004828-00013000/6718859v28 E-13
(i) the well contractor is responsible for well abandonment if abandonment is
required because the well contractor improperly locates, constructs, repairs
or completes the well;
(ii) the person who installs, repairs or removes the well pump is responsible
for well abandonment if that abandonment is required because of improper
well pump installation, repair or removal; or
(iii) the well contractor (or individual) who conducts a test boring is
responsible for its abandonment at the time the test boring is completed
and has fulfilled its useful purpose.

History Note: Authority G.S. 87-87; 87-88;
Eff. February 1, 1976;
Amended Eff. September 1, 2009, April 1, 2001; December 1, 1992; September 1,
1984; April 20, 1978.

004828-00013000/6718859v28 E-14
EXHIBIT D

004828-00013000/6718859v28 F-1
EXHIBIT F
(See attached)

Prepared by and Return to:
1 New Orchard Road
Armonk, NY 10504
Attn: Kevin W. Olson
DECLARATION OF COVENANTS AND RESTRICTIONS
This DECLARATION OF COVENANTS AND RESTRICTIONS (the "Declaration")
is made on the ONay of4 , 2419, by International Business Machines
Corporation ("IBM"), a New York co poration having a principal address of 1 New
Orchard Road, Armonk, NY 10504.
WHEREAS, IBM owns certain parcels of real property located in the City of
Durham, Durham County, State of North Carolina, shown in Exhibit A attached hereto,
parcel IDs# 157266, 157269, and 157273 (the "Property"); and
WHEREAS, contamination migrated from a plot of land that neighbors the
Property, formerly owned by Bristol -Meyers Squibb Company ("BMS"), and presently
owned by Aurobindo Pharma LLC, which impacted the Property so that contaminants are
present in groundwater beneath parts of the Property; and
WHEREAS, BMS has certain obligations to perform groundwater sampling and
monitoring (the "Work") in the Property, as required by a Remedial Action Plan, submitted
to the State of North Carolina, dated December 2, 2013, (or as such plan may be
amended, supplemented, rescinded or replaced from time to time with an agreement,
order or other instrument); and
WHEREAS, it is prudent to implement certain use restrictions and controls for the
Property in order to protect the public health and the environment;
NOW THEREFORE, IBM, as the current owner of the Property, for itself and its
successors and assigns, covenants that:
1. Property. The Property subject to this Declaration is shown on Exhibit A, at
parcel IDs# 157266, 157269, and 157273, which is attached hereto and made a part
hereof.
004391381102857274.DOM 1
1

2. Restrictions and Controls. All uses of the Property must comply with
applicable federal, State, and local laws and regulations, as well as any required State or
federal agency permits or approvals.
2.01 The use of the groundwater extracted on the Property for any
purpose, including but not limited to potable, process, or irrigation water, is
prohibited; and the pumping or extraction of groundwater on the Property, other
than that done by BMS in connection with the Work, is prohibited.
2.02 Use of the Property is limited to Commercial and Industrial uses, as
allowed within those categories by governing zoning restrictions, and/or by the
North Carolina Department of Environmental Quality or its successor agency.
2.03 With respect to any authorized construction or excavation activity on
any portion of the Property, upon excavation of any soil from the Property that
results in a disturbance below groundwater, the owner or occupant(s) of the
Property shall sample the excavated soils prior to the disposal or relocation of such
soils and shall manage and dispose of such soils in accordance with applicable
Environmental Laws.
2.04 Except as otherwise authorized under the terms of an Access
Agreement and Deed of Easement between IBM and BMS dated
, 2019 and recorded in Book , Page , Durham County
Registry (`Access Agreement"), an owner of the Property shall not disturb, remove,
or otherwise interfere with the installation, use, operation, or maintenance of
institutional or engineering controls installed, used, operated or maintained
pursuant to the Work required by the State of North Carolina, and the owner of the
Property shall ensure that any of its occupants (lessees, licensees, invitees, etc.)
refrain from doing the same. Insofar as there is any conflict between the terms of
the Access Agreement and this Section 2.04, the Access Agreement shall control.
2.05 Any building that is constructed on the Property shall have a passive
vapor intrusion mitigation system ("vapor barrier").
2.06 The above -stated institutional and engineering controls may not be
amended or terminated without a written amendment to or extinguishment of this
Declaration undertaken pursuant to Section 9 of this Declaration.
3. Binding Effect. This Declaration is and shall be deemed a covenant that
runs with the land and shall be binding upon all future owners of the Property and their
successors and assigns. Until such time as the Declaration is extinguished pursuant
to Section 9 of this Declaration, any deed or other instruments transferring any real
property interest in all or any portion of the Property shall recite that the
conveyance is subject to this Declaration. Failure to include this recitation shall not
impair the validity of this Declaration or impair its enforceability in any way.
00439/381 /02857274. DOCXv1
2

4. Notice Requirement. An owner of the Property shall notify BMS at least
thirty (30) days prior to the sale or transfer of any part of the Property. Notice(s) to be
provided to BMS under any section of this Declaration shall be delivered (i) by email
whenever possible and (ii) to the following addresses:
Bristol-Myers Squibb Company
1 Squibb Drive
New Brunswick, NJ 08902
Attn: Luis Vilarin, Asst. General Counsel/Global Head -GPS
& EHS
Glen R. Stuart, Esq.
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103
5. Reserved Rights. IBM reserves for itself, its assigns, representatives, and
successors in interest with respect to the Property all rights as fee owner of the Property,
including:
5.01 Use of the Property for all purposes not inconsistent with, or limited
by, the terms of this Declaration; and
5.02 The right to give, sell, assign, encumber, or otherwise transfer the
underlying fee interest to the Property by operation of law, by deed, or by indenture,
subject to this Declaration.
6. Definitions. As used imthis Declaration,
}
6.01 "Environmental" Laws" shall mean the Federal Water Pollution
Control Act (33 U.S.C. Section 1317, et seq.), the Federal Resource Conservation
and Recovery Act (42 U.SC. Section 6901, et seq.), the Comprehensive
Environmental Response, Compensation and Liability Act, as amended (42 U.S.C.
Section 9601, et seq.), the Toic Substances Control Act (15 U.S.C. Section 2601,
et seq.), the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et
seq.), the Federal Clean Air Act (42 U.S.C. Section 7401, et seq.), as well as other
Laws relating directly or indirectly to the storage, use, manufacture, generation,
transportation, discharge (including release) or disposal of Hazardous Materials in
effect as of the recording date of this Declaration.
6.02 "Governmental Authorities means local, state and federal
governmental and quasi -governmental agencies, departments, commissions,
boards and bureaus, including all successors thereto, having jurisdiction over the
Property.
00439/381 /02857274.. DOCXv1
3

6.03 "Hazardous Materials" shall mean and include any hazardous or
toxic substance, material or waste (including constituents thereof) which is now
regulated by Governmental Authorities, including any material or substance which
is (a) listed or defined as a "hazardous waste," "extremely hazardous waste,"
"restricted hazardous waste," "hazardous substance" or "toxic substance" or words
of similar import under the Environmental Laws, (b) petroleum and its byproducts,
(c) polychlorinated biphenyl (PCBs), or (d) designated as a hazardous or toxic
substance or waste or words of similar import by the Environmental Laws; except
that, notwithstanding the foregoing or any other provision in this Lease to the
contrary, the words "Hazardous Materials" shall not mean or include (i)
contamination caused by normal application of pesticides, fungicides or other
agricultural products; (ii) groundwater or surface water contamination which is
below levels which would be actionable under the Laws where action levels have
been stated; (iii) any amount of hazardous substances released which is below the
"reportable quantity" for that substance pursuant to all applicable Environmental
Laws; (iv) asbestos containing materials and urea formaldehyde foam insulation,
lead paint, or PCBs contained in building materials or fixtures, including but not
limited to caulk and light fixtures; or (v) a hazardous substance which is in situ and
poses no immediate threat to Persons or the environment and does not require
remediation under any Environmental Law.
6.04 "Release" means any intentional or unintentional, negligent or non -
negligent, sudden or non -sudden, accidental or non-accidental releasing, placing,
spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting,
escaping, leaching, dumping or disposing into the environment.
7. Enforcement. The Declaration shall be enforceable in law or equity in
perpetuity by any owner of the Property and against such owner by BMS, its successors
and assigns, or the North Carolina Department of Environmental Quality or a successor
governmental entity having jurisdiction over the Property. The failure of an owner or his
or her successors or assigns to enforce any of the terms contained in the Declaration
shall not be deemed a waiver of any such term nor bar its enforcement rights in the event
of a subsequent breach of or noncompliance with any of the terms of this Declaration.
8. Recordation. IBM shall record this instrument in the Official Records of the
Durham County, North Carolina, Register of Deeds.
9. Amendment and Termination. This Declaration may be amended or
terminated only by written instrument signed by the then -current owner of the Property,
and only if groundwater meets unrestricted use standards, with written concurrence of
such conditions documented by the North Carolina Department of Environmental Quality.
If amended or terminated, the owner will provide notice to BMS and record such changes
in the Official Records of the Durham County, North Carolina, Register of Deeds. Such
amendment or termination must be consistent with any ongoing remediation requirements
from Governmental Authorities, based on then -existing environmental conditions at the
Property.
00439/381 /02857274. DOCXv 1
4

10. Governing Law_. This Declaration shall be governed by and construed in
accordance with the laws of the State of North Carolina without regard to principles of
conflicts of law.
IN WITNESS WHEREOF, the undersigned has executed this Declaration on the
date written below.
International Business Machines
Corporation,
A New York Corporation
By
Pri
Tit
Da
STATE OF �.�
COUNTY OF
it \1V -k%-)-0 % g
certify that the following person personally appeared before me this day, acknowledging
to me that he or she voluntarily signed the foregoing document for the purpose stated
therein and in the capacity indicated:
Date: day of )2019.
00439/381102857274. D0CXv 1
5

Exhibit A
TRACT 1 — 33.73 ACRES
Parcel ID 157266
PIN 0749-03-40-3468
LEGAL DESCRIPTION:
BEING all that tract of land containing 33.73 acres, more or less located in Triangle
Township, Durham County, North Carolina; said tract being a part of the tract recorded
in Deed Book 961, Page 347 and Plat Book 60, Page 96 of the Durham County Registry
and being more particularly described by courses based on North Carolina Grid
Coordinate System (NAD83/11) and distances according to a survey entitled "Boundary
Survey of IBM Properties for International Business Machines Corporation" prepared by
McKim & Creed, Inc. dated January 15, 2019 and being more particularly described as
follows:
COMMENCING at a rebar and cap set being McKim & Creed #1, said rebar and
cap having NC Grid (NAD83/11) coordinates of Northing = 790,766.27 feet,
Easting = 2,045,126.50 feet; thence a tie line north 19 deg. 02 min. 29 sec. east
140.24 feet to an iron rod set, the POINT OF BEGINNING; thence with the western
right-of-way line of S. Miami Boulevard (SR 1959) (allowing 100 feet) south 24 deg.
07 min. 20 sec. west 1590.77 feet to a computed point; thence leaving the western
right-of-way line of S. Miami Boulevard (SR 1959) and running with an eastern line
and a northern line of Tract 6 the following two calls: (1) north 23 deg. 30 min. 18
sec. west 73.51 feet to an iron pipe found, and (2) north 87 deg. 16 min. 13 sec.
west 432.85 feet to an iron pipe found, said iron pipe found being in the northern
right-of-way line (right-of-way width varies) of Hill Drive (SR 2029); thence with the
northern right-of-way line (right-of-way width varies) of Hill Drive (SR 2029) north
87 deg. 15 min. 58 sec. west 288.07 feet to an iron rod found, said iron rod being
in the eastern right-of-way line (allowing 200 feet) of the North Carolina Railroad;
thence with the eastern right-of-way line (allowing 200 feet) of the North Carolina
Railroad north 00 deg. 44 min. 36 sec. east 1320.79 feet to an iron pipe found, said
iron pipe being the southwestern corner of Tract 2; thence with the southern line of
Tracts 2 and 3 north 88 deg. 33 min. 32 sec. east 1247.25 feet to an iron pipe
found, said iron pipe found being the southwestern corner of Tract 5; thence with
the southern line of Tract 5 south 89 deg. 10 min. 10 sec. east 135.56 feet to an
iron rod set, the BEGINNING iron rod.
TRACT 2 — 4.07 ACRES
Parcel ID 157269
PIN 0749-03-31-9242
LEGAL DESCRIPTION:
BEING all that tract of land containing 4.07 acres, more or less located in Triangle
Township, Durham County, North Carolina; said tract being a part of the tract recorded
00439/381 /02857274. DOCXv1
6

in Deed Book 961, Page 347, Deed Book 375 Page 685, Deed Book 3354 Page 702,
and Deed Book 55, Page 225 of the Durham County Registry and being more
particularly described by courses based on North Carolina Grid Coordinate System
(NAD83/11) and distances according to a survey entitled "Boundary Survey of IBM
Properties for International Business Machines Corporation" prepared by McKim &
Creed, Inc. dated January 15, 2019 and being more particularly described as follows:
COMMENCING at a rebar and cap set being McKim & Creed #1, said rebar and
cap having NC Grid (NAD83/11) coordinates of Northing = 790,766.27 feet,
Easting = 2,045,126.50 feet; thence as tie lines the following three calls: (1) north
19 deg. 02 min. 29 sec. east 140.24 feet to an iron rod set, (2) thence with the
southern line of Tract 5 north 89 deg. 10 min. 10 sec. west 135.56 feet to an iron
pipe found, and (3) with the southern line of Tract 3 south 88 deg. 33 min. 32 sec.
west 968.10 feet to an iron pipe found, said iron pipe being thesouthwestern
corner of Tract 3, said iron pipe also being the POINT OF BEGINNING; thence
with a northern line of Tract 1 south 88 deg. 33 min. 32 sec. west 279.15 feet to an
iron pipe found, said iron pipe found being in the eastern right-of-way line
(allowing 200 feet) of the North Carolina Railroad; thence with the eastern right-of-
way line (allowing 200 feet) of the North Carolina Railroad north 00 deg. 44 min. 36
sec. east 578.21 feet to an existing R/W monument, said R/W monument being in
the southern right-of-way line (right-of-way width varies) of T. W. Alexander Drive
(SR 2028); thence with the southern right-of-way line (right-of-way width varies) of
T. W. Alexander Drive (SR 2028) the following two calls: (1) north 85 deg. 04 min.
06 sec. east 202.54 feet to an existing R/W monument, and (2) north 89 deg. 53
mina 45 sec. east 125.09 feet to an iron rod set, said iron rod set being the
northwestern corner of Tract 3; thence with the western line of Tract 3 south 05
deg. 22 min. 01 sec. west 591.36 feet to an iron pipe found, the BEGINNING iron
pipe.
TRACT 3 — 11.16 ACRES
Parcel ID 157273
PIN 0749-03-41-4159
LEGAL DESCRIPTION:
BEING all that tract of land containing 11.16 acres, more or less located in Triangle
Township, Durham County, North Carolina; said tract being a part of the tract recorded
in Deed Book 961, Page 347 and Deed Book 3354 Page 702 of the Durham County
Registry and being more particularly described by courses based on North Carolina
Grid Coordinate System (NAD83/11) and distances according to a survey entitled
"Boundary Survey of IBM Properties for International Business Machines Corporation"
prepared by McKim & Creed, Inc. dated January 15, 2019 and being more particularly
described as follows:
COMMENCING at a rebar and cap set being McKim & Creed #1, said rebar and
cap having NC Grid (NAD83/11) coordinates of Northing = 790,766.27 feet,
00439/381 /02857274.DOCXv1
7

Easting = 2,045,126.50 feet; thence as tie lines the following two calls: (1) north
19 deg. 02 min. 29 sec. east 140.24 feet to an iron rod set, and (2) thence with the
southern line of Tract 5 north 89 deg. 10 min. 10 sec. west 135.56 feet to an iron
pipe found, the POINT OF BEGINNING; thence with the northern line of Tract 1
south 88 deg. 33 min. 32 sec. west 968.10 fleet to an iron pipe found, said iron pipe
being the southeastern corner of Tract -2; thence with the eastern line of Tract 2
north 05 deg. 22 min. 01 sec. east 591.36 feet to an iron rod set, said iron rod
being in the southern right-of-way line (right-of-way width varies) of T. W.
Alexander Drive (SR 2028); thence with the southern right-of-way line (right-of-way
width varies) of T. W. Alexander Drive (SR 2028) the following seven calls: (1)
north 89 deg. 53 min. 45 sec. east 22.14 feet to an existing R/W monument
(disturbed), (2) south 70 deg. 13 min. 39 sec. east 130.87 feet to an existing RM
monument (disturbed), (3) south 82 deg. 40 min. 36 sec. east 89.39 feet to an
existing R/W monument (disturbed), (4) north 86 deg. 17 min. 53 sec. east 149.93
feet to an existing R/W monument, (5) south 78 deg. 46 min. 12 sec. east 78.26
feet to an existing R/W monument, (6) south 78 deg. 54 min. 48 sec. east 494.47
feet to an existing R/W monument (disturbed), and (7) south 77 deg. 33 min. 22
sec. east 19.83 feet to an iron rod set, said iron rod being the northwestern corner
of Tract 4; thence with the western lines of Tract 4 and Tract 5 south 07 deg. 23
min. 57 sec. west 407.27 feet to an iron pipe found, the BEGINNING iron pipe.
Note: See Exhibit B for illustration of Tracts referred to as Tract 1, Tract 2, Tract 3,
Tract 4, Tract 5, and Tract 6 in the above property descriptions.
00439/381 /02857274:DOCXv1
8

EXHIBIT B
(See attached)
00439/381/02857274.DOCXvl

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004828-00013000/6718859v28 G-1
EXHIBIT G

(See attached)

Prepared by and Return to:
1 New Orchard Road
AnTIonk,NY 10504
Attn:Kevin G.W.Olson
ACCESS AGREEMENT AND DEED OF EASEMENT
TI-IIS ACCESS AG~EMENT AND DEED OF EASEMENT ("Agreement")is made as
of the effective date of ,··,.If.....~2019,by and among Bristol-Myers Squibb Company
("BMS"),a Delaware corporation ha 'ng a principal address of 430 E.29th Street,14th Floor,
New York,NY 10016,and International Business Machines Corporation ("IBM"),a New
York corporation having a principal address of 1 New Orchard Road,Armonk,NY 10504.
RECITALS
WHEREAS,IBM owns certain real property located in the City of Durham,Durham County,State
of North Carolina,described in Exhibit A and shown in Exhibit B,attached hereto,as parcel IDs#
157266 (tract 1),157269 (tract 2),and 157273 (tract 3)(the "Property");
WHEREAS,contamination migrated from a plot of land that neighbors the Property,formerly
owned by BMS and presently owned by Aurobindo Pharma LLC,which impacted the Property so
that contaminants are present in gr01mdwater beneath parts of the Property;
WHEREAS,BMS has celiain obligations to perfOlIDgroundwater sampling and monitoring (the
"Worl{")as required by a Remedial Action Plan,submitted to the State of North Carolina,dated
December 2,2013 (and as such plan may be amended,supplemented,rescinded or replaced fl:om
time to time with an agreement,order or other instrument,including any plan for monitored natural
attenuation)(the "Remedial Action Plan"),including monitoring groundwater wells on the
Property as shown in Exhibit C attached hereto;
WHEREAS,BMS's obligation to perform the Work is not altered by a change in ownership of the
Property;and
WHEREAS,the parties desire to enter into this Agreement to set forth the terms and conditions
under which BMS may enter the Property and perform the Work.
NOW THEREFORE,IBM does hereby declare and agree that the Property shall hereafter be held,
sold,transfened,conveyed,leased,and occupied subject to the covenants,obligations and
agreements set forth in this Agreement.
1.Purpose.It is the purpose of this Agreement to establish an Easement to allow for BMS's
access to the Property to perform the required Work.
2.Declaration of Covenants.IBM hereby declares that the Property shall be held,sold,
transfened,conveyed,leased,occupied or otherwise disposed of and used subject to the
covenants,obligations and agreements set forth in this Agreement,which shall nm with the
Property and be binding on all successors,heirs,assigns,transferees,lessees and occupants
of IBM or of any of them,including any mortgagees,owners and/or users of the Property.
3.Access.
a.IBM,as the owner of the Property,hereby reserves for BMS,its contractors,
representatives and agents (collectively,"BMS Parties")a non-exclusive
easement,together with rights of ingress,egress and access to,from,over and
across the Property,for the limited purpose of access to the Property necessary and
appTOpriateto conduct,complete or monitor all Work,subject to the conditions,
obligations and rights set forth in this Agreement.Access to the Property for the
BMS Parties is subject to one-week advance notice in writing to the Property
owner.The BMS Parties shall use paved driveways or other access routes on the
Property as reasonably directed by IBM or a subsequent owner and shall follow
such owner's applicable security procedures.
b.IBM,as the owner of the Property,hereby reserves for the BMS Parties a non-
exclusive easement for the purposes of well-monitoring activities and limited well-
maintenance activities,such as changing well tags and painting well casings,related
to the Work.For the avoidance of doubt,the BMS Parties are not authorized to
engage in any Work activities on the Property beyond those expressly listed in tills
Section 3 without express prior written approval by the Property owner.
4.Maintenance of Monitoring Systems.
a.BMS has the sole responsibility for and obligation to operate and maintain any
existing or future wells or other related equipment or facilities which are installed
or may be installed at,in,on,from or under the Propelty associated with the Work
(collectively,the "Monitoring Systems").BMS shall keep the Monitoring Systems
locked and maintained in accordance with State laws and regulations.Covered
Monitoring Systems are shown in Exhibit C attached hereto,cunently consisting
of the following groundwater monitoring wells:IBM-installed wells (AD-50,M-
2
4-S0R,M-4-1S0R,M-4-200R,and M-3-50);and BMS-installed wells (CW-4D,
CW-4Dike,CW-4S,CW-SD,CW-5S,CW-6D,CW-6S).
b.Future installation,removal or relocation within the Propelty of any Monitoring
Systems by the BMS Paliies requires the written approval of IBM or the future
owner of the Property,and compliance with applicable state and federal laws.If
Monitoring Systems are relocated,or additional Monitoring Systems are installed
at the Property,BMS shall prepare,and the owner of the Property shall record,a
supplement to this Agreement,attaching an Exhibit D,which shall show the
location(s)of Monitoring Systems existing at,in,on,from or under the Property as
of the date of such supplement.An owner or user of the Property shall not remove,
move or otherwise disturb,tamper with or damage the Monitoring Systems
installed by the BMS Parties,without the written approval of BMS;provided,
however,that such owner may,at its own cost,disturb or relocate wells in
connection with its development and operation of the Property without approval
from BMS if the North Carolina Department of Environmental Quality
("NCDEQ"),or a successor department,consents to such disruption or relocation,
and finds it is consistent with the terms of the Remedial Action Plan.
c.An owner or user of the Propelty shall as soon as reasonably practicable deliver to
BMS any written notice,information or other communication received from (or
notify BMS of any oral communications with)a Govenunental Authority,in each
case which relates to the Work or the existing or future Monitoring Systems.
d.Any existing or future Monitoring Systems shall remain the property and in the
control of BMS.Installation or relocation of any Monitoring Systems in the future
requires the written advance approval of the Governmental Authority and IBM or
the then-owner of the Property.
5.Cooperation.BMS,IB.M,and any other owner or user of the Propelty (i.ncluding any
transferees,lessees and occupants of such owner or user)shall reasonably cooperate with
each other to accomplish the purpose of this Agreement,including,without limitation,
allowing the BMS Pmties access to the Property if such access is requested in writing by
BMS with one-week advance notice to IBM or any subsequent owner or user of the
Property.BMS shall make good faith efforts to minimize any impact of Work 011 the
operations ofIBM or any subsequent Property owner at the Propelty.
6.Reserved Rights.IBM reserves and excepts unto itself and its successors,heirs and assigns,
all rights accruing from its ovmership of the Property,including the right to engage in or
permit or invite others to engage in all uses of the Property that are not inconsistent with the
tenns or purpose of this Agreement.
7.Pennits.BMS shall obtain at its sole cost and expense any required governmental permits
and authorizations,of whatever nature,required by any Governmental Authority for the
3
Work andlor Monitoring System.IBM acknowledges that as the owner of the Property,it
may be required to sign or cosign certain documents,such as pennit applications.IBM or
the subsequent owner of the Property will return any required signed or cosigned
documents,including permit applications,to BMS within five business days of IBM's or
the then-owner's receipt of such documents.BMS shall then send a copy of each permit it
obtains to IBM or the then-owner of the Property.
8.Insurance.Prior to entering the Property for any purpose,BMS shall furnish the Property
owner with a celtificate of insurance evidencing that there is general commercial liability
coverage (including coverage of the contractual indemnity set forth in Section 9)of at least
combined single limit per occurrence,and not less than
general aggregate coverage,which is paid up and in force and names the Propelty owner
as an additional insured.As long as this Agreement remains in effect,BMS shall maintain
such insurance coverage,subject to reasonable increases in the amount of coverage
consistent with prudent business practices,which shall be reflected in an amendment to
this Agreement.
9.Indemnification.BMS shall indemnify and hold harmless IBM and any other owner of the
Property from and against any and all claims,demands,complaints,liabilities,losses,
damages,costs and expenses (including reasonable attorney's fees)arising from or relating
to (i)Work conducted by the BMS Patties on the Property and (ii)contamination
referenced in the Remedial Action Plan for which BMS has responsibility to monitor or
remediate.
10.Binding Effect;Successors.The covenants and terms of this Agreement shall be binding
upon BMS,IBM,and their successors,heirs and assigns,atld shall continue as a servitude
running with the Propel1y in perpetuity,unless and until (i)the relevant Governmental
Authority no longer requires Work on the Propelty,or (ii)BMS files a written
AbandolUnent of Easement,pursuant to Section 14 of this Agreement.
11.Subsequent Transfers.The terms of this Agreement shall be incorporated by reference into
any deed or other legal instrument by which IBM or any successor owner of the Property
divests itself by sale,exchange,devise or gift of all or any portion of the Property.BMS
shall be furnished with written notice of the transfer of any sllch interest,accompanied by
a copy ofthe document utilized to affect such transfer,within 45 days of the date of such
transfer.Failure of any successor owner of the Property to perform any act required by this
Section 11 shall not impair the validity of this Agreement or limit its enforceability in any
way.Upon sale or h'ansfer of IBM's ownership interest to a successor or assign and notice
having been given as required by this Section 11,IBM shall be released fi:om any and all
liability whatsoever in connection with any subsequent violation of the terms of this
Agreement.
12.Recordation.IBM shall record this instrument in the Official Records of the Durham
County,North Carolina,Register of Deeds.Recordation of this Declaration shall constitute
notice of the Agreement to any future owner of the Property or successor in interest.
4
13.Amendment.This Agreement may be amended only by written instrument signed by IBM
or the then current owner of the Propeliy and BMS.Such instrument shall be recorded in
the Official Records of the Durham County,North Carolina,Register of Deeds.
14.Abandonment of Easement.BMS may abandon its right,title and interest in and to the
Easement,following a finding by NCDEQ that the Work obligations are concluded,by
written instrument acknowledging same,which instrument shall be filed of record in the
Official Records of the Durham County,North Carolina,Register of Deeds,whereupon the
Easement shall cease and all rights granted under this Agreement to BMS shall terminate
and revert to IBM,its successors or assigns.BMS shall transmit a notice of such
abandonment to IBM or the then owner of the Property.
15.Defined Terms.As used in this Agreement,
a."Governmental Authority"means local,state and federal governmental and
quasi-governmental agencies,departments,commissions,boards and bureaus,
including all successors thereto,having jurisdiction over the Property.
b."Law"mean any laws,ordinances,codes,rules,regulations,licenses and
permits issued by Governmental Authorities.
16.Notices.All notices,consents,approvals or other communications required under the
provisions of this Declaration shall be in writing and shall be deemed properly given if
hand delivered,sent by a nationally recognized overnight courier,or sent by United States
certified mail,return receipt requested,addressed to the appropriate palty or successor in
interest,at the addresses below:
As to BMS:
Bristol-Myers Squibb Company
1 Squibb Drive
New Bnmswick,NJ 08902
Attn:Luis Vilarin,Assistant General Counsel/Global Head-GPS and EHS Law
and
Glen R.Stuart,Esq.
Morgan,Lewis &Bockius LLP
1701 Market Street
Philadelphia,PA 19103
5
As to IBM:
Environmental Counsel
International Business Machines Corporation
1 North Castle Drive
Armonk,NY 10504
and
Manager,Environmental Remediation
International Business Machines Corporation
Corporate Environmental Affairs
8976 Wellington Road
Manassas,VA 20109-3925
With a copy sent to the address on record for the delivery of real property tax bills for the
Property.
17.Governing Law.This Agreement shall be governed by,and construed in accordance with,
the laws of the State of North Carolina without regard to principles of conflicts oflaw.
18.Severability.In the event any provision or part of this Agreement is found to be invalid
or lmenforceable,only that particular provision or part so found,and not the entire
Agreement,will be inoperative.
19.Entire Agreement.Except for the amendments,supplements,or changes in wrlting
executed after the execution of this Agreement,this Agreement shall constitute the entire
agreement reached by and among the parties hereto with respect to the subject matter
hereof,and shall supersede all prior oral and 'written consultations,representations,and
contracts reached with respect to the subject matter of this Agreement.
6
IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the date
first above written.
Bristol-Myers Squibb Company,
a Delaware corporation
STATE OF Nfl..LA)\Ie is e.-t.--(
COUNTY OF AI t?rt.e-r
I certify that the following person personally appeared before me this day,acknowledging to me
that he or she voluntarily signed the foregoing document for the purpose stated therein and in the
capacity indicated:)7 r U C..Q..1<.H cvlf e {
~I'-r:::tDate:)_f__day of ~e.hrJ~l ~y,2019.
-.
PAMELA M.(ORE
-NOTARY PUBLIC OF NEW JERSE'Y
:IAY COMMISSION EXPIRES JUNE 17,202.~
International Business Machines Corporation,
a New York corporation
STATE OF _..__N_C _
COUNTYOF )~
I ce11ify that the following person personally appeared before me this day,acknowledging to me
that he or she voluntarily:signed the fOregOi1~ent for th.e purpose stated therein and in the
capacity indicated:~.j;,c;t:;,,_'}a :,vtJL_~
Date ~dayof ~\,2019 4-~~j::kc
:JfAuL~At~C~vTII
8
EXHIBIT A
Description of Propeliy
TRACT 1-33.73 ACRES
Parcel ID 157266
PIN 0749-03-40-3468
LEGAL DESCRIPTION:
BEING all that tract of land containing 33.73 acres,more or less located in Triangle Township,
Durham County,North Carolina;said tract being a part of the tract recorded in Deed Book 961,
Page 347 and Plat Book 60,Page 96 of the Durham County Registry and being more particularly
described by courses based on North Carolina Grid Coordinate System (NAD83111)and
distances according to a survey entitled "Boundary Survey of IBM Properties for International
Business Machines Corporation"prepared by McKim &Creed,Inc.dated January 15,2019 and
being more particularly described as follows:
COMMENCING at a rebar and cap set being McKim &Creed #1,said rebar and cap
having NC Grid (NAD83111)coordinates of Northing =790,766.27 feet,Easting =
2,045,126.50 feet;thence a tie line north 19 deg.02 min.29 sec.east 140.24 feet to an iron
rod set,the POINT OF BEGINNING;thence with the western right-of-way line of S.
Miami Boulevard (SR 1959)(allowing 100 feet)south 24 deg.07 min.20 sec.west
1590.77 feet to a computed point;thence leaving the western right-of-way line of S.Miami
Boulevard (SR 1959)and running with an eastern line and a northern line of Tract 6 the
following two calls:(1)north 23 deg.30 min.18 sec.west 73.51 feet to an iron pipe
found,and (2)nOlih 87 deg.16 min.13 sec.west 432.85 feet to an iron pipe found,said
iron pipe found being in the northern right-of-way line (right-of-way width varies)of Hill
Drive (SR 2029);thence with the northern right-of-way line (right-of-way width varies)of
Hill Drive (SR 2029)north 87 deg.15 min.58 sec.west 288.07 feet to an iron rod found,
said iron rod being in the eastern right-of-way line (allowing 200 feet)of the North
Carolina Railroad;thence with the eastern right-of-way line (allowing 200 feet)of the
North Carolina Railroad n011h00 deg.44 min.36 sec.east 1320.79 feet to an iron pipe
found,said iron pipe being the southwestern corner of Tract 2;thence with the southern
line of Tracts 2 and 3 n011h 88 deg.33 min.32 sec.east 1247.25 feet to an iron pipe found,
said iron pipe found being the southwestern corner orn'act 5;thence with the southern line
of Tract 5 south 89 deg.10 min.10 sec.east 135.56 feet to an iron rod set,the
BEGINNING iron rod.
TRACT 2 -4.07 ACRES
Parcel ID 157269
PIN 0749-03-31-9242
LEGAL DESCRIPTION:
BEING all that tract ofland containing 4.07 acres,more or less located in Triangle Township,
Durham County,North Carolina;said tract being a pad of the tract recorded in Deed Book 961,
Page 347,Deed Book 375 Page 685,Deed Book 3354 Page 702,and Deed Book 55,Page 225 of
the Durham County Registry and being more pat1icularly described by courses based 011 North
Cal'olina Grid Coordinate System (NAD83/11)and distances according to a survey entitled
"Boundary Survey of IBM Properties for International Business Machines Corporation"prepared
by McKim &Creed,Inc.dated January 15,2019 and being more particularly described as
follows:
COMMENCING at a rebar and cap set being McKim &Creed #1,said rebar and cap
having NC Grid (NAD83/11)coordinates of Northing =790,766.27 feet,Easting =
2,045,126.50 feet;thence as tie lines the following three calls:(1)nOlth 19 deg.02 min.29
sec.east 140.24 feet to an iron rod set,(2)thence with the southern line of Tract 5 nOlth 89
deg.10 min.10 sec.west 135.56 feet to an iron pipe found,and (3)with the southern line
of Tract 3 south 88 deg.33 min.32 sec.west 968.10 feet to an iron pipe found,said iron
pipe being the southwestern comer of Tract 3,said iron pipe also being the POINT OF
BEGINNING;thence with a northern line of Tract 1 south 88 deg.33 min.32 sec.west
279.15 feet to an iron pipe found,said iron pipe found being in the eastern right-of-way
line (allowing 200 feet)of the North Carolina Railroad;thence with the eastern right-of-
way line (allowing 200 feet)of the North Carolina Railroad north 00 deg.44 min.36 sec.
east 578.21 feet to an existing RlW monument,said RlW monument being in the southern
right-of-way line (right-of-way width varies)ofT.W.Alexander Drive (SR 2028);thence
with the southern right-of-way line (right-of-way width varies)ofT.W.Alexander Drive
(SR 2028)the following two calls:(1)north 85 deg.04 min.06 sec.east 202.54 feet to an
existing RlW monument,and (2)north 89 deg.53 min.45 sec.east 125.09 feet to an iron
rod set,said iron rod set being the nOlthwestern comer of Tract 3;thence with the western
line of Tract 3 south 05 deg.22 min.01 sec.west 591.36 feet to an iron pipe found,the
BEGINNING iron pipe.
TRACT 3 -11.16 ACRES
Parcel ID 157273
PIN 0749-03-41-4159
LEGAL DESCRIPTION:
BEING all that tract of land containing 11.16 acres,more or less located in Triangle Township,
Durham County,North Carolina;said tract being a part of the tract recorded in Deed Book 961,
Page 347 and Deed Book 3354 Page 702 of the Durham County Registry and being more
particularly described by courses based on NOlth Carolina Grid Coordinate System (NAD83/11)
and distances according to a survey entitled "Boundary Survey of IBM Properties for
International Business Machines Corporation"prepared by McKim &Creed,Inc.dated January
15,2019 and being more particularly described as follows:
COMMENCING at a rebar and cap set being McKim &Creed #1,said rebar and cap
having NC Grid (NAD83/11)coordinates of Northing =790,766.27 feet,Basting =
2,045,126.50 feet;thence as tie lines the following two calls:(1)north 19 deg.02 min.29
sec.east 140.24 feet to an iron rod set,and (2)thence with the southem line of Tract 5
north 89 deg.10 min.10 sec.west 135.56 feet to an iron pipe found,the POINT OF
BEGINNING;thence with the nOlthem line of Tract 1 south 88 deg.33 min.32 sec.west
968.10 feet to an iron pipe found,said iron pipe being the southeastern corner of Tract 2;
thence with the eastern line of Tract 2 north 05 deg.22 min.01 sec.east 591.36 feet to an
iron rod set,said iron rod being in the southern right-of-way line (right-of-way width
varies)ofT.W.Alexander Drive (SR 2028);thence with the southem right-of-way line
(right-of-way width varies)ofT.W.Alexander Drive (SR 2028)the following seven calls:
(1)n0l1h 89 deg.53 min.45 sec.east 22.14 feet to an existing RlW monument (disturbed),
10
(2)south 70 deg.13 min.39 sec.east 130.87 feet to an existing R/W monument
(disturbed),(3)south 82 deg.40 min.36 sec.east 89.39 feet to an existing R/W monument
(disturbed),(4)1101th86 deg.17 min.53 sec.east 149.93 feet to an existing R/W
monument,(5)south 78 deg.46 min.12 sec.east 78.26 feet to an existing R/W monument,
(6)south 78 deg.54 min.48 sec.east 494.47 feet to an existing R/W monument
(disturbed),and (7)south 77 deg.33 min.22 sec.east 19.83 feet to an iron rod set,said
iron rod being the northwestern comer of Tract 4;thence with the western Jines of Tract 4
and Tract 5 south 07 deg.23 min.57 sec.west 407.27 feet to an iron pipe found,the
BEGINNING iron pipe.
Note:See Exhibit B for illustration of Tracts referred to as Tract 1,Tract 2,Tract 3,Tract 4,
Tract 5,and Tract 6 in the above proPelty descriptions.
11
EXHIBITB
See attached
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M-Site Well Map
51 Acre Tract
Approximate Property
Boundary
Stirrup Iron Creek Tributary
Creek
,IBM MW AD-50
,IBM MW M-3-50,
BMS/Weck CW-4 &CW-5
Cluster
,BMS/Weck CW-6 Cluster,
IBM MW M-4
(50RIl 50R/200R)Cluster
EXHIBIT C