WM0501377_Application_20191105

NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY - DIVISION OF WATER RESOURCES
APPLICATION FOR PERMIT TO CONSTRUCT A MONITORING OR RECOVERY WELL SYSTEM
PLEASE TYPE OR PRINT CLEARLY
In accordance with the provisions of Article 7, Chapter 87, General Statutes of North Carolina and regulations pursuant thereto,
application is hereby made for a permit to construct monitoring or recovery wells.
1. Date: 10/29/2019
2. County: Wake
FOR OFFICE USE ONLY
PERMIT NO. .5g _7_ ISSUED DATE
3. What type of well are you applying for? (monitoring or recovery): Monitoring
4. Applicant: Dalian Development, LLC — Mr. Marston Smith Telephone: [phone]
Applicant's Mailing Address: 1212 New York Avenue, NW Suite 1000 Washington D.C. 20005
Applicant's Email Address (if available): msmith(@daliandevelopment.com
5. Contact Person (if different than Applicant): Mr. Scott Werley— ECS Southeast LLP Telephone: [phone]
Contact Person's Mailing Address: 9001 Glenwood Ave Raleigh NC 27617
Contact Person's Email Address (if available): swerlevOecslimited.com
6. Property Owner (if different than Applicant): HBS Properties, LLC and HBS Properties II LLC Telephone:
Property Owner's Mailing Address: HBS Properties. LLC c/o York Properties PO Box10007 Raleigh NC 27605
Property Owner's Email Address (if available): idorsett(asmithlaw.com
7. Property Physical Address (Including PIN Number): 513, 515 Hillsborough St & 502 512 W. Morgan Street 10 S. West St
(PINs)1703497166,1703498135 1703499059 1703499022 1703498033 and1703947096
City Raleigh County Wake Zip Code 27603
8. Reason for Well(s): Phase II Soil and Groundwater Assessment
(ex: non -discharge permit requirements, suspected contamination, assessment, groundwater contamination, remediation, etc.)
9. Type of facility or site for which the well(s) is(are) needed: Commercial
(ex: non -discharge facility, waste disposal site, landfill, UST, etc.)
10. Are there any current water quality permits or incidents associated with this facility or site? If so, list permit and/or incident no(s).
11.
Type of contaminants being monitored or recovered: Petroleum/Solvents/Metals'
(ex: organics, nutrients, heavy metals, etc.)
12.
Are there any existing wells associated with the proposed well(s)? If yes, how many? No
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Existing Monitoring or Recovery Well Construction Permit No(s): Unknown
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13.
Distance from proposed well(s) to nearest known waste or pollution source (in feet): Unknown
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14.
Are there any water supply wells located less than 500 feet from the proposed well(s)? No
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If yes, give distance(s):
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15.
Well Contractor: Quantex Certification No.: ._ 3106-A
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Well Contractor Address: P.O. Box 1388 Wendell, NC 27591

PROPOSED WELL CONSTRUCTION INFORMATION
1. As required by 15A NCAC 02C .0105(f)(7), attach a well construction diagram of each well showing the following:
a. Borehole and well diameter e. Type of casing material and thickness
b. Estimated well depth f. Grout horizons
C. Screen intervals g. Well head completion details
d. Sand/gravel pack intervals
Continued on Reverse
PROPOSED WELL CONSTRUCTION INFORMATION (Continued)
2. Number of wells to be constructed in unconsolidated 5. How will the well(s) be secured? Temporary wells will
material: 9 include locking expandable well caps
3. Number of wells to be constructed in bedrock: 0
4. Total Number of wells to be constructed: 9 6. Estimated beginning construction date: 11/6/2019
(add answers from 2 and 3) 7. Estimated construction completion date: 11/8/2019
ADDITIONAL INFORMATION
1. As required by 15A NCAC 02C .0105(f)(5), attach a scaled map of the site showing the locations of the following:
a. All property boundaries, at least one of which is referenced to a minimum of two landmarks such as identified roads,
intersections, streams, or lakes within 500 feet of the proposed well or well system.
b. All existing wells, identified by type of use, within 500 feet of the proposed well or well system.
C. The proposed well or well system.
d. Any test borings within 500 feet of proposed well or well system.
e. All sources of known or potential groundwater contamination (such as septic tank systems, pesticide, chemical or fuel
storage areas, animal feedlots as defined in G.S. 143-215.10B(5), landfills, or other waste disposal areas) within 500 feet
of the proposed well or well system.
SIGNATURES
The Applicant hereby agrees that the proposed well(s) will be constructed in accordance with approved specifications and conditions of
this WeV CQnstillucbon Permit as regulated under the Well Construction Standards (Title 15A of the North Carolina Administrative Code,
Subchapter 2C) and accepts full responsibi=,L
nce wi these rules F� ��� V I 7C N
Signat Appli ant or "Age t Title of Applicant or "Agent
" It signing as Agent, attach authorization agreement stating
Printed name of Applicant or " ent that you have the authority to act as the Agent.
If the property is owned by someone other than the applicant, the property owner hereby consents to allow the applicant to construct
wells as outlined in this Well Construction Permit application and that it shall be the responsibility of the applicant to ensure that the
well(s) conform to the Well Construction Standards (Title 15A of the North Carolina Administrative Code, Subchapter 2C).
SEE ATTACHED ACCESS AGREEMENT
Signature of Property Owner (if different than Applicant) Printed name of Property Owner (if different than Applicant)
DIRECTIONS
Please send the completed application to the appropriate Division of Water Resources' Regional Office:
Asheville Regional Office
2090 U.S. Highway 70
Swannanoa, NC 28778
Phone: [phone]
Fax: [phone]
Fayetteville Regional Office
225 Green Street, Suite 714
Fayetteville, NC 28301-5094
Phone: [phone]
Fax: [phone]
Mooresville Regional Office
610 East Center Avenue
Mooresville, NC 28115
Phone: [phone]
Fax: [phone]
Raleigh Regional Office
3800 Barrett Drive
Raleigh, NC 27609
Phone: [phone]
Fax: [phone]
Washington Regional Office
943 Washington Square Mall
Washington, NC 27889
Phone: [phone]
Fax: [phone]
Wilmington Regional Office
127 Cardinai nrivp Fytancinn
Wilmington, GW-22MR Rev. 3-1-2016
Phone: (91 i
Fax: [phone]
Winston-Salem Regional Office
450 W. Hanes Mill Road
Suite 300
Winston-Salem, NC 27105
Phone: [phone]
Fax: [phone]

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SOURCE: i FIGURE 1:
PROPOSED BORING LOCATION MAP
+USGS TOPOGRAPHIC MAP 500 HILLSBOROUGH STREET SITE
RALEIGH WEST, INC 6 PARCELS
SCALE: 2RALEIGH, WAKE COUNTY, NC
1:24,000 olm ECS PROJECT NO.49:9772-A

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SUBJECT SITE BOUNDARY (10 PARCELS), ,
" SOURCE: FIGURE 2:
PROPOSED BORING LOCATION MAP
WAKE COUNTY GIS
2018 AERIAL PHOTOGRAPHY 500 HILLSBOROUGH STREET SITE �&j6 PARCELS
SCALE: RALEIGH, WAKE COUNTY, NC
1-inch = 50 feet —'��� ECS PROJECT NO. 49:9772-A

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9 Brownfields Program Sites
Inactive Hazardous Sites
UST Incidents
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* UST Active Facilities
NO OTHER KNOWN SOURCES OF CONTAMINATION, SURFACE WATER,
OR WELLS EXIST WITHIN 500-FEET OTHER THAN ILLUSTRATED BELOW.
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" SOURCE: - ' FIGURE 3:
ECPROPOSED BORING LOCATION MAP
DIVISION OF WASTE MANAGEMENT 500 HILLSBOROUGH STREET SITE
SITE LOCATOR TOOL 6 PARCELS
APPROXIMATE SCALE:
RALEIGH, WAKE COUNTY, NC
1-inch = 500 feet - -- ECS PROJECT NO. 49:9772-A

GROUND
TOP OF DIRECT PUSH STEEL
RODS ABOVE THE LAND
SURFACE
40-45FEET
1.5-INCH STEEL DIRECT
NATURAL FORMATION
PUSH RISER
2--INCH BORE
HOLE
GROUNDWATER
SLOTTED STEEL SCREEN
SURFACE
0.01-INCH SLOT WIDTHS
SET TO INTERSECT GROUNDWA7
ESTIMATED 4 FEET IN LENGTH
WELL CONTRUCTION DIAGRAM
REPRESENTATIVE OF DIRECT PUSH
DAIAIT 42 MIAMI 013-.TCAAOl1D ADV A 1\I
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FIGURE 4:
PROPOSED TEMP WELL
CONSTRUCTION
500 HILLSBOROUGH STREET SITE
6 PARCELS
RALEIGH, WAKE COUNTY, NC
ECS PROJECT NO. 49:9772-A

ACCESS AND INDEMNITY AGREEMENT
THIS ACCESS AND INDEMNITY AGREEMENT ("Agreement") is made and entered into
effective as of the _21 st day of _October _, 2019 (the "Effective Date") by
and between HBS PROPERTIES LLC and HBS PROPERTIES II LLC, each a North Carolina
limited liability company (collectively, "Owner") and DALIAN DEVELOPMENT LLC, a
Delaware limited liability company ("Indemnitor").
RECITALS
WHEREAS, Owner is directly or indirectly the owner of those certain parcels of real
property located in the City of Raleigh, North Carolina, identified by property identification
numbers 1703497166, 1703497057, 1703497096, 1703498135, 1703499156, 1703499059,
1703499022 and 1703498033, and being bounded to the north by Hillsborough Street, to the east
by S West Street, to the south by W. Morgan Street, and to the west by train tracks (the "Property").
WHEREAS, Owner and Indemnitor are currently negotiating the terms of a definitive
contribution agreement (the "Contract") for Owner to contribute the Property to a joint venture
company comprised of Owner and Indemnitor for the future mixed -use development of the
Property.
WHEREAS, in order to allow Indemnitor to enter upon the Property to conduct certain due
diligence activities with respect to the Property prior to the execution of the Contract, Indemnitor
has requested Owner to grant to Indemnitor certain rights of access to the Property on the terms
and conditions hereinafter provided.
NOW, THEREFORE, in consideration of the foregoing Recitals (which are hereby
incorporated herein), the mutual benefits and covenants contained herein, and other good and
valuable consideration, the receipt and sufficiency of all of which are hereby acknowledged,
Owner and Indemnitor agree as follows:
1. Access. During the time period commencing as of the Effective Date hereof and
expiring on the "Termination Date" (as hereinafter defined), Indemnitor is hereby granted a limited
license, at Indemnitor's own cost and expense, to cause one or more studies, tests, analyses,
reviews and other inquiries and investigations of the Property (collectively, "Indemnitor's
Investigations") as Indemnitor reasonably deems appropriate (subject to the provisions of this
Agreement). Indemnitor, as part of Indemnitoc's Investigations during the term of this Agreement,
may also review (to the extent the same exist and are in Owner's possession or control), the
following at such locations and times as Owner may select: (i) the leases affecting the Property,
(ii) correspondence to and from tenants of the Property relating to the condition of the Property,
(iii) any reciprocal easement or operating agreements, any management agreements, service
contracts, construction contracts and other third party agreements pertaining to the Property, (iv)
environmental and other reports relating to the Property, (v) any guarantees and warranties which
Owner received from any contractors and/or subcontractors pertaining to the Property which will
continue in force beyond the closing, and (vi) such other documents and materials as Indemnitor
may reasonably request. Owner shall cooperate with Indemnitor in order to afford Indemnitor
reasonable access to all of Owner's relevant files and records regarding the development,
3151016v l .BDM.20419.T23429

ownership and operation of the Property (it being understood that Owner may withhold access to
files and records containing material which is subject to the attorney/client privilege or which
incorporates Owner's internal financial analyses or any third party offers to purchase the Property),
including, without limitation, by providing access to copies of any Phase I and Phase II
Environmental Reports and licenses and permits relating to the Property which are in Owner's
possession, as well as physical access to the Property at a time convenient to Owner and tenants
of Owner in order to conduct those of Indemnitor's Investigations which are to be performed on -
site at the Property. Any documents or other materials provided by Owner to Indemnitor hereunder
will be provided to Indemnitor without any representation or warranty of any kind or nature
whatsoever, except as may be negotiated in the Contract, and are merely provided to Indemnitor
for Indemnitor's informational purposes. In addition, Indemnitor shall have the right to interview
tenants at the Property, provided that such tenants and property management personnel have
consented to such interviews, and Owner (or its representative) shall be present during same.
Indemnitor agrees to conduct on -site due diligence, including physical inspections of the Property,
only upon receipt of authorization from Owner as to the timing for inspection and the content of
any discussions with tenants, which authorization may be provided by e-mail. Upon termination
of this Agreement, the parties shall have no further rights or obligations hereunder, except those
that expressly survive termination of this Agreement. As used herein, "Termination Date" shall
mean the earlier to occur of (a) any breach by Indemnitor of any of the provisions of this
Agreement, (b) the execution of the Contract, (c) the discontinuance of negotiations of the Contract
by the parties, or (d) December 31, 2019. The indemnities of Indemnitor herein and any provision
that expressly survives termination shall survive the termination of this Agreement.
2. Restrictions to Indemnitor's Investigations. Notwithstanding anything contained
in this Agreement to the contrary, the following restrictions to the Agreement shall apply:
(a) Owner shall have the right, without limitation, to disapprove any and all
entries, surveys, tests (including, without limitation, a Phase II environmental study of the
Property), investigations and other matters that in Owner's reasonable judgment is expected to
result in any injury to the Property or breach of any contract, or expose Owner to any losses or
violation of applicable law, or otherwise adversely affect the Property or Owner's interest therein,
and Indemnitor shall obtain Owner's prior written consent to any such entries, surveys, tests,
investigations or other matters that are invasive on the Property. No consent by the Owner to any
such activity shall be deemed to constitute a waiver by Owner or assumption of liability or risk by
Owner. INDEMNITOR SHALL NOT CONDUCT OR ALLOW ANY PHYSICALLY
INTRUSIVE TESTING OF, ON OR UNDER THE PROPERTY WITHOUT FIRST
OBTAINING OWNER'S WRITTEN CONSENT AS TO THE TIMING AND SCOPE OF THE
WORK TO BE PERFORMED.
(b) Indemnitor shall take all reasonably necessary actions and implement all
protections reasonably necessary to ensure that all actions taken in connection with the inspections
or other matters performed by Indemnitor with respect to the Property, and all equipment, materials
and substances generated, used or brought onto the Property, pose no material threat to the safety
of persons or the environment and cause no damage to the Property or other property of Owner or
other persons.
3151016v2. B D M .20419.T23429

(c) Other than as is customary in connection with obtained a Phase I
environmental site assessment and performing a survey of the Property, neither Indemnitor nor
Indemnitor's Representatives (hereinafter defined) shall contact any governmental official or
representative regarding hazardous materials on, about, or released from, or the environmental
condition of, the Property without Owner's prior written consent, which consent shall not be
unreasonably withheld, conditioned or delayed. In addition, if Owner's consent to any such
governmental contacts is obtained by any other Indemnitor's Representatives, Owner shall be
entitled to receive at least two (2) business days' prior written notice of the intended contact, and
Owner shall be entitled to have a representative present when any such contact occurs between
Indemnitor's Representatives and any governmental official or representative.
3. Insurance and Indemnity. In connection with any and all entries upon the Property
by Indemnitor, its employees, contractors, consultants, agents and other representatives (any and
all of the foregoing, "Indemnitor's Representatives)"), Indemnitor agrees as follows: (i) all of
Indemnitor's Investigations on or about the Property shall be conducted only following reasonable
(and in no event less than one (1) business day) prior written notice to Owner, and shall occur
during normal business hours and in the company of Owner's representative(s) at the Property; (ii)
all of Indemnitor's Investigations shall be subject to the rights of the various tenants in possession
of the Property, and shall be conducted in such a manner so as to minimize, to the extent reasonably
practicable, any disruption to their respective business activities on or at the Property; (iii)
Indemnitor shall deliver with respect to itself and shall obtain from third parties acting as
Indemnitor's Representative(s) certificate of insurance issued by insurers having a rating of at least
"A" by A.M. Best Company evidencing current worker's compensation insurance meeting the
legally mandated limits of coverage as well as conunercial general liability insurance on an
occurrence basis with coverage limits of not less than Two Million Dollars ($2,000,000) combined
single limit and with endorsements (copies to be provided to Owner) providing that such coverages
are primary and naming Owner as additional insureds; and (iv) hndemnitor, at its own expense,
shall promptly repair any and all damage resulting from the activities of Indemnitor's
Representatives on or about the Property, and shall indemnify and hold the Owner harmless from
and against any and all claims, actions, suits, demands, losses, actual damages, liabilities,
obligations, judgments, settlements, awards, penalties, costs and expenses (including without
limitation reasonable attorney fees and expenses) for any and all mechanics liens, property damage
(including without limitation environmental contamination), personal injury or death incurred by
Owner as a result of any and all acts or onussions of Indemnitor's Representatives on or about the
Property; provided, however, that neither Indemnitor nor any of Indemnitor's Representatives shall
be required to remediate, restore or repair any environmental or unsafe physical condition present
or existing at, on, in or under the Property prior to Indemnitor's inspection thereof, except to the
extent that the actions of Indemnitor or Indemnitor's Representatives at or on the Property cause
such environmental or unsafe physical condition to be worsened, and provided, further, that in no
event shall Indemnitor be required to indemnify Owner for any costs, losses, damages or any other
matter described above to the extent any of the same were or are caused or result from the
negligence or willful misconduct of Owner or any of Owners employees, agents, consultants or
representatives. Upon request at any time hereafter, Indemnitor shall and shall cause Indemnitor's
Representatives to transmit copies of all third party reports generated from any inspection of the
Property or otherwise in conjunction with its investigations to Owner (collectively, the "Property
Reports"). The obligations under this Section 3 shall survive termination of this Agreement.
3151016v2. B DM .20419. T23429

Indemnitor's obligations (but not any rights) under this Section 3 shall survive the termination of
this Agreement.
4. Liens. Indemnitor shall not permit any mechanics' or materialmen's liens to be
filed against the Property as a result of any Indemnitor's Representative's activities on or with
respect to the Property, including but not limited to, with respect to any labor or materials furnished
to the Property at Indemnitor's or any other Indemnitor's Representatives insistence or request. If
any such lien is filed against the Property, Indemnitor shall cause the same to be promptly
discharged of record and, to the extent not fully discharged of record, any such lien shall be a
permitted title exception to which the Indemnitor agrees to accept against title to the Property if
the Contract is executed. If Indemnitor fails to have any such lien removed of record within twenty
(20) days following written notice from Owner, then Owner may cause the same to be removed of
record and recover from Indemnitor all out-of-pocket costs and expenses incurred by Owner in
connection therewith. The obligations under this Section 4 shall survive termination of this
Agreement.
5. Costs, Expenses, Etc. If any action, proceeding, controversy, claim, or dispute
arises concerning the interpretation or enforcement of this Agreement or the rights granted herein
or obligations created hereby, the prevailing party shall be entitled to recovery from the other of
all reasonable attorneys' fees, costs, and expenses. This Section 5 shall survive the termination of
this Agreement.
6. Compliance with Laws. Indemnitor, at its own expense, shall comply (and shall
cause each other Indemnitor's Representative to comply) with all applicable laws, regulations,
rules, and orders with respect to the investigations performed hereunder and with respect to their
activities on or about the Property including, without limitation, those relating to health, safety,
noise, environmental protection, waste disposal, water and air quality, and worker occupational
health and safety, and shall furnish to Owner reasonable evidence of such compliance upon
request.
7. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of North Carolina.
8. Entire Agreement. This Agreement contains the entire understanding and
agreement among the parties with respect to the matters set forth herein. This Agreement may be
modified only by a writing signed by both Owner and Indemnitor. No provision of this Agreement
benefiting a party hereto may be waived except pursuant to a writing signed by the waiving party.
9. Validity. If any term, provision, covenant, or condition of this Agreement is held
by a court of competent jurisdiction to be itrvalid, void, or unenforceable, the remainder of this
Agreement shall remain in full force and effect and shall in no way be affected, impaired, or
invalidated.
10. Survival. All of the indemnities set forth in this Agreement shall survive the
termination, revocation, or expiration of the term of this Agreement for a period of one (1) year.
11. Counterparts. This Agreement may be executed in multiple identical counterparts
all of which when taken together shall. constitute one Agreement.
3151016v2.B DM.20419.T23429

12. Construction. This Agreement was negotiated at arm's length by the parties hereto
with legal counsel to each of the parties having had the opportunity to review and revise the same
prior to its execution. Accordingly, the parties agree that the terms and provisions of this
Agreement shall not be construed in favor of or against any party because it or its legal counsel
drafted this Agreement. The parties agree that this Agreement shall be construed as if all parties
and their counsel jointly prepared this Agreement and any rules of construction to the contrary are
hereby specifically waived by each party.
13. Headings. Headings and captions contained in this Agreement are included for
convenience of reference purposes only and are not intended to be considered in the interpretation
of any provision hereof.
14. Non -Waiver. No failure by any party to insist upon strict compliance with any term
or provision of this Agreement or to enforce any right or remedy shall be deemed a waiver of the
same. No custom or practice of the parties at variance with any of the provisions of this Agreement
shall affect or constitute a waiver of either party's right to require strict compliance with all
provisions of this Agreement.
15. Successors and Assigns. This Agreement shall be binding on the parties and their
respective successors and assigns; provided, however, that no assignment shall release a party from
its obligations hereunder. Notwithstanding the foregoing, this Agreement may not be assigned by
Indemnitor, in whole or in part, without the prior written consent of Owner, which consent may be
withheld in Owner's sole discretion, and any such assignment without the consent of Owner shall
be null and void and of no force or effect, There are no third party beneficiaries to this Agreement.
16. Counterpart Execution. For purposes of executing this Agreement, a document
signed and transmitted by facsimile machine or by email shall be treated as an original document.
The signature of any party thereon shall be considered as an original signature, and the document
transmitted shall be considered to have the same binding legal effect as an original signature on an
original document.
17. No Further Obligations. It is understood that this Agreement does not constitute an
agreement to sell any or all of the Property and does not obligate the Owner or Indemnitor to enter
into any further discussions or agreements. Owner and Indemnitor reserve the right, in their
respective sole discretion, to terminate such negotiations at any time.
18. Confidentiality. If for any reason this Agreement is terminated other than under
Section IN above, then Indemnitor shall return to Owner all information related to the Property
delivered by Owner or its representatives or agents to Indemnitor then in Indemnitoi's possession
or control within ten (10) business days after such termination, which obligation shall survive the
termination of this Agreement. In any event, Indemnitor shall hold all such information and any
information contained in any third party reports which Indemnitor has caused to be prepared
relating to the Property in connection with Indemnitoi's Investigations under this Agreement
(including without limitation the Property Reports) in confidence; provided, however, that such
information may be revealed to Indemnitor's attorneys, accountants, other parties to whom
Indemnitor is obligated to make reports and other parties who have a need for such information in
connection with the conduct of Indemnitor's affairs and/or inspection and evaluation of the
3151016 v 2. B D M. 20419. T2 3 429

Property, and provided further that such information may be revealed and disclosed in connection
with any judicial or administrative proceeding in which a subpoena or other request for such
information is issued or made, or is required by Indemnitor in the prosecution or defense of any
judicial or administrative proceeding in which Indemnitor is involved.
19. Notices. Whenever any notice, demand or request (each a "Notice") is required or
permitted under this Agreement, such Notice shall be in writing and shall be delivered by hand, or
be sent by nationally recognized commercial courier for next business clay delivery, to the
addresses set forth below their respective executions hereof, or to such other addresses as are
specified by Notice given in accordance herewith, or shall be transmitted by e-mail (with a
duplicate original sent by hand or by nationally recognized commercial courier for next business
day delivery) to the number for each party set forth herein, or to such other numbers as are specified
by Notice given in accordance herewith. All Notices delivered by hand shall be deemed given
upon the date so delivered; those given by commercial courier as hereinabove provided shall be
deemed given one (1) business day after the date of deposit with the commercial courier; and those
given by e-mail shall be deemed given on the date of e-mail transmittal. Any Notice not received
because of changed physical or e-mail address of which no Notice was given as hereinabove
provided or because of refusal to accept delivery shall be deemed received by the party to whom
addressed on the date of hand delivery, on the date of e-mail transmittal, on the first business day
after deposit with commercial courier. The addresses for proper notice under this Agreement are
as follows:
INDEMNITOR DALIAN DEVELOPMENT LLC
1212 New York Avenue, Suite 1000
Washington, DC 20005
Attention: General Counsel
Email: [e-mail]
OWNER: HBS Properties LLC and HBS Properties II LLC
c/o Manning, Fulton & Skinner, P.A.,
3605 Glenwood Avenue, Suite 500
Raleigh, NC 27612
Attention: Barry D. Mann
Email: [e-mail]
WITH A COPY TO: c/o Smith Anderson
150 Fayetteville Street, Suite 2300
Raleigh, NC 27601
Attention: James K. Dorsett, III
Email: [e-mail]
20. Authority. Each party hereto warrants and represents that such party has full and
complete authority to enter into this Agreement and each person executing this Agreement on
behalf of a party warrants and represents that he has been fully authorized to execute this
Agreement on behalf of such party and that such party is bound by the signature of such
representative.
3151016v2. B DM.20419.T23429

21. No Lien or Recording. This Agreement is not and shall not be deemed or
considered to convey or be an interest in or lien against the Property or any part thereof. In no
event shall this Agreement or any memorandum hereof be recorded by Indemnitor in any public
records, and any such recordation or attempted recordation shall constitute a breach of this
Agreement by Indemnitor.
22. Injunctive Relief. Indemnitor acknowledges that remedies at law may be
inadequate to protect against breach of this Agreement, and hereby agrees in advance to the
granting of injunctive relief in Owner's favor without proof of actual damages. The foregoing
shall not, however, in any manner limit any other rights and remedies available to Owner at law
or in equity in the event of a breach by the Indemnitor, all of which Owner shall have including,
without limitation, the right to collect damages from the Indemnitor (specifically excluding
consequential, punitive and exemplary damages, for which Owner shall not be entitled).
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
3151016v2. B DM.20419.T23429

IN WITNESS WHEREOF, Indemnitor and Owner have executed this Agreement effective
as of the date first set forth above.
OWNER:
HBS PROPERTIES LLC
By: l�
Name: 7W 7
Title: 46L46kZ ^
HBS PROPERTIES II LLC
INDEMNITOR:
DALIAN DEVELOPMENT LLC
By:
Name: Hossein Fateh
Title: Authorized Signatory
3151016 v2. B DM.2t1419.T23 429

IN WITNESS WHEREOF, Indemnitor and Owner have executed this Agreement effective
as of the date first set forth above.
OWNER:
HBS PROPERTIES LLC
By:
Name:
Title:
HBS PROPERTIES H LLC
By:
Name:
Title:
INDEMNITOR:
DALIAN DEVELOPMENT LLC
By: w
Name: Hossein Fateh
Title: Authorized Signatory
3151016v2. B DM.20419.T23429