2014-149 AMS - Main Street Partners of Chapel Hill LLC Due Diligence Authorization Agreement for Butler Property $0

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3 Term for the purposes of conducting surveys, inspections, tests and other analysis and due diligence on the Property. County will provide reasonable notice to Main Street prior to entering the Property to conduct any onsite due diligence. County understands and agrees that land disturbing activities on the Property (including, but not limited to, soil borings, excavation, and removal)requires prior regulatory approval. Main Street and County shall work cooperatively to obtain such approval prior to the County conducting any land disturbing activities on the Property. The Parties will coordinate all entries so as to minimize any disturbance to tenants on the subject properties. During the Term, County will work diligently to determine the viability of locating the Southern Library on the Property. County will keep Main Street informed of its due diligence progress throughout the Term. It is the intent of both Parties to work toward entering into a mutually beneficial agreement for the location of the Southern Library on the Property at the end of the Term based on County's due diligence and the viability of development options available to the Parties. If the County and Main Street-are unable to reach an agreement at the end of the Term, County will deliver to Main Street copies of all its due diligence studies. 3. Exclusivity: In consideration of substantial expenditure of time, effort and funds by County in connection with due diligence efforts which will be carried on in connection with the transaction contemplated hereby, Main Street agrees that during the Term, neither Main Street nor any of its members, managers, officers, directors, agents, or employees will directly or indirectly solicit, encourage, negotiate with any third party or entertain or consider any inquiry, proposal, or offer relating to the acquisition, development,joint venture or other disposition of the First Floor. It is expressly understood and agreed that this exclusivity does not pertain to negotiations with third parties related to portions of the Property other than the First Floor. Main Street will immediately cease any existing activities, discussions or negotiations with any persons or entities conducted heretofore with respect to any of the foregoing except as expressly permitted herein. Nothing contained in this Section 3 shall prevent Main Street from: (i) discussing the terms of the current option to purchase it holds on the Property with the current owner of the Property; (ii) discussing any matter related to the Property (specifically including the First Floor) with its lenders and financing partners; (iii) discussing the development or potential development of the Property with any regulatory agency or governing body with jurisdiction over the Project. If the County affirmatively decides, or otherwise reasonably forecasts that its proposed use of the Property may comprise less than 18,000 sf of the First Floor, then the County promptly shall notify Main Street of the same, and Main Street shall immediately be permitted to resume discussions with any other potential user of first floor space that the County has indicated it may not occupy in the future. 4. Term: This Agreement shall be effective as of the Effective Date until July 1, 2014 unless earlier terminated as provided herein or upon the full execution of a Contract(the"Initial Term"). This Agreement may be renewed and otherwise extended for additional periods upon the mutual written agreement of the Parties (each a "Renewal Term"; the Initial Term and any and all Renewal Term(s) are collectively referred to herein as the"Term"). 5. Termination: This Agreement shall terminate: (i) immediately and automatically upon execution of the Contract between Main Street and County pertaining to the subject matter hereof, (ii)