exv10w1






EXHIBIT 10.1




CONTRACT FOR THE PURCHASE

AND SALE OF REAL ESTATE




     This CONTRACT FOR THE PURCHASE AND SALE OF REAL ESTATE (this “Contract”) is executed between
WEST PLANO LAND COMPANY, LP a Delaware limited partnership (“Seller”), and DIODES INCORPORATED, a
Delaware corporation (“Purchaser”), to be effective (the “Effective Date”) when fully executed by
Seller and Purchaser.



SECTION 1

AGREEMENT OF SALE AND PURCHASE




     1.01 In consideration of the covenants contained herein, and subject to the terms and
conditions hereof, Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller
the real property being approximately 15.5 acres located in Plano, Collin County, Texas bounded on
the east side by Communications Parkway and on the north side by Legacy Drive as depicted on
Exhibit “A” attached hereto and incorporated herein, together with all improvements located
thereon and all rights and appurtenances pertaining thereto, if any, including all rights, title,
and interest of Seller in and to adjacent streets, alleys, and rights-of-way (all of the foregoing
collectively referred to as the “Property”).



     1.02 Upon delivery of the Survey (as hereinafter defined), the metes and bounds legal
description reflected on the Survey shall be substituted for Exhibit “A” for all purposes
under this Contract.



SECTION 2

EARNEST MONEY




     2.01 On or before 5:00 p.m., Dallas, Texas, time on the third (3rd) business day after
the Effective Date, Purchaser shall deliver wired funds to Republic Title Company of Texas, Inc.,
2626 Howell Street, 10th Floor, Dallas, Texas 75204, Attention: C. Richard White [phone
(214) 855-8868] (the “Title Company”) in the amount of One Hundred Thousand Dollars ($100,000.00)
(the “Earnest Money”). The Title Company shall place the Earnest Money in an FDIC-insured,
interest-bearing account in a financial institution approved by Seller (with the Title Company
placing the Earnest Money in multiple accounts to the extent necessary for the Earnest Money to be
fully insured). All interest earned on any portion of the Earnest Money held in escrow by the Title
Company hereunder shall (a) be added to the principal of the Earnest Money then held in escrow; (b)
constitute a part of the Earnest Money; and (c) be included within the meaning and definition of
the term “Earnest Money” used herein. Interest earned on the Earnest Money shall, for income tax
purposes, be deemed earned by Purchaser. Purchaser hereby represents and warrants that its federal
taxpayer identification number is 95-2039518.



     2.02 Unless returned to Purchaser as hereinafter provided or paid to Seller as
hereinafter provided, the Earnest Money shall be paid to Seller at Closing (hereinafter defined) as
a credit against the Purchase Price (hereinafter defined).



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     2.03 Purchaser’s obligation to deliver the Earnest Money is a condition precedent to
Seller’s obligations and Purchaser’s rights hereunder. If Purchaser fails to deposit the Earnest
Money as required by Section 2.01 hereof, Seller may terminate this Contract immediately upon
written notice to Purchaser (without any opportunity by Purchaser to cure); whereupon, except for
the Surviving Obligations (hereinafter defined), neither party shall have any further rights,
obligations, or remedies under this Contract. Seller’s right to terminate this Contract as provided
in this Section 2.03 shall continue until the Earnest Money has been deposited and can only be
waived by Seller in writing.



SECTION 3

PURCHASE PRICE




     The purchase price (the “Purchase Price”) for the Property shall be based on an amount equal
to Seven and 50/100 Dollars ($7.50) per square foot of Net Land Area contained in the Property,
being approximately Five Million Sixty-three Thousand Eight Hundred Fifty Dollars ($5,063,850.00),
to be amended, however, as the Net Land Area is determined by the Survey (as hereinafter defined),
and shall be payable to Seller, in cash, in accordance with the terms provided herein at the
Closing (as hereinafter defined). The term “Net Land Area” means the gross land area of the
Property less the land area, if any, included in (i) utility easements, drainage easements,
ingress/egress easements or existing or proposed rights-of-way that materially and adversely affect
the development or use of the Property for commercial office purposes (excepting any easements
located within the landscape setback), (ii) the 100-year flood plain, and (iii) encroachments on
the Property. Any area within the 100-year flood plain shall be as defined by the Federal Emergency
Management Agency or other applicable governmental authority.



SECTION 4

TITLE COMMITMENT AND SURVEY




     4.01 Delivery of Title Commitment. Within fifteen (15) days after the
Effective Date, Seller, at its sole cost and expense, shall cause to be delivered to Purchaser a
current commitment for title insurance covering the Property issued by the Title Company, together
with the best available copies of all items referred to therein as exceptions (collectively, the
“Title Commitment”).



     4.02 Delivery of Survey. Within fifteen (15) days after the Effective Date,
Seller, at Seller’s cost and expense, shall cause to be delivered to Purchaser the most current
survey of the Property (the “Survey”) in Seller’s possession, prepared by a licensed surveyor or
engineer (the “Surveyor”) and meeting the minimum standard detail requirements for ALTA/ACSM Land
Title Surveys. The Survey shall (i) set forth a “metes and bounds” description of the Property,
(ii) show all alleys, streets, roads, and rights-of-way within the boundaries of the Property,
(iii) show any improvements that constitute an encroachment or protrusion affecting the Property,
(iv) identify any portion of the Property lying within any 100-year flood plain, (v) identify all
recorded easements that affect the Property, (vi) set forth the number of total square feet of the
Property, and (vii) specify the gross land area and the Net Land Area of the Property. The Survey
shall include a certification to the Title Company and Purchaser and shall be otherwise in




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a form acceptable to the Title Company to permit, at Purchaser’s sole cost and election, modification
of the Survey exception to the Owner’s Policy of Title Insurance to be delivered to Purchaser to
read “Shortages in Area” only.




SECTION 5

PURCHASER’S REVIEW OF TITLE COMMITMENT

AND SURVEY




     5.01 Purchaser’s Title Review Period. Purchaser shall have until 5:00 p.m.,
Dallas, Texas, time on the tenth (10th) day after Purchaser receives the last of the
Title Commitment and the Survey (the “Title Review Period”) within which to review and make written
objections (the “Objections”) to any matters shown or referred to in the Title Commitment or on the
Survey. All matters shown in the Title Commitment or on the Survey with respect to which Purchaser
does not make an Objection within the Title Review Period shall be deemed “Permitted Exceptions.”



     5.02 Seller’s Response; Purchaser’s Right to Terminate. Seller shall respond
in writing (“Seller’s Response”) to any Objections within five (5) business days after receiving
Purchaser’s Objections; provided however, Seller shall have no obligation to cure any Objections.
If Seller’s Response is unsatisfactory to Purchaser for any reason, Purchaser, as its sole and
exclusive remedy, may terminate this Contract by delivering written notice of termination to Seller
within three (3) days after receiving Seller’s Response (the “Termination Period”); whereupon, the
Earnest Money shall be returned to Purchaser, and, except for the Surviving Obligations (hereafter
defined), neither party shall have any further rights, obligations, or remedies under this
Contract. In the event that Purchaser elects not to terminate the Contract, any Objection which
Seller has not agreed to cure, other than a Must-Cure Objection, shall be deemed to be a Permitted
Exception. Notwithstanding the foregoing, Seller agrees at or prior to Closing to satisfy and cause
to be released of record the following (“Must-Cure Objections”): (i) any mortgage, deed of trust or
other security interest granted by Seller to secure a loan or other monetary obligation, and (ii)
any mechanic’s, materialmen’s, tax, judgment or other lien entered against Seller that would
survive Closing and thereafter be enforceable against the Property or Purchaser, as owner of the
Property. In addition, Seller agrees to terminate the Haggard Lease (as hereinafter defined) as it
relates to the Property on or before the Closing Date.



     5.03 Purchaser’s Failure to Terminate. If Purchaser fails to terminate this
Contract within the Inspection Period (defined below) or the Termination Period:



          (a) Purchaser shall be deemed to have unconditionally waived all Objections to any matters
shown in the Title Commitment or on the Survey that remain uncured upon expiration of the
Termination Period except those Objections, if any, that Seller has agreed in writing to cure prior
to Closing (including any Must-Cure Objections);




          (b) Permitted Exceptions shall also include any Objections which Purchaser has waived or is
deemed to have waived or that Seller has cured to Purchaser’s reasonable satisfaction prior to
Closing;



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          (c) Upon expiration of the Inspection Period, Purchaser shall have completed its Studies
(hereinafter defined) and, except for matters Seller has cured or agreed in writing to cure prior
to Closing, Purchaser shall be deemed to have unconditionally approved and accepted the condition
of the Property, except as to matters which must be satisfied under the terms of Section 6.07 as a
condition to Closing;




          (d) Upon expiration of the Inspection Period, Purchaser shall be deemed to have
unconditionally waived any Necessary Approvals (as hereafter defined) which have not yet been
obtained; and




          (e) Upon expiration of the Inspection Period, the Earnest Money shall become nonrefundable,
except in the event of Seller’s default or a failure of any express condition precedent to
Purchaser’s obligation to close.




SECTION 6

PURCHASER’S INSPECTION PERIOD; COVENANTS AND CONDITIONS




     6.01 Purchaser’s Inspection Period; Right to Terminate. Purchaser shall have
the period (the “Inspection Period”) beginning on the Effective Date and ending on June 15, 2008
during which to inspect the Property and to seek to obtain the Necessary Approvals. In the event
Purchaser determines the Property is unacceptable to Purchaser, or if Purchaser fails to obtain any
of the Necessary Approvals, Purchaser has the right to terminate this Contract, in its sole
discretion, by written notice delivered to Seller prior to the expiration of the Inspection Period,
whereupon the Earnest Money shall be returned to Purchaser and, except for the Surviving
Obligations, neither party shall have any further rights, obligations, or remedies under this
Contract.



     6.02 Right to Inspect. During the Inspection Period and subject to Seller’s
security requirements, Purchaser shall have the right to go onto the Property during normal
business hours to conduct such physical, engineering, archeological, soils, subsidence,
environmental, feasibility, and other tests and studies as Purchaser deems appropriate
(collectively, the “Studies”), all at the sole cost and expense of Purchaser. Purchaser shall
obtain the approval of Seller prior to performing any invasive tests on the Property, which
approval shall not be unreasonably withheld. If this Contract fails to close, Purchaser shall
restore the Property to substantially the same condition as existed prior to entry onto the
Property, at the sole cost and expense of Purchaser. Purchaser shall release, hold harmless,
defend, and indemnify Seller (and the directors, officers, employees, agents, and representatives
of Seller, collectively) from and against any claim, suit, liability, damage, loss, cost, and
expense (including the reasonable fees and expenses of attorneys selected by any of the indemnified
parties) asserted against or incurred by such indemnified parties as a direct or indirect result of
any act or omission of Purchaser or its employees, agents, contractors, or representatives in
conducting the Studies, provided, however, the indemnity shall not extend to (i) protect Seller
from any pre-existing liabilities for matters merely discovered by Purchaser (i.e., latent
environmental contamination), except to the extent such liabilities are increased due to
Purchaser’s actions or negligence or (ii) any liens, claims, causes of action, damages, liabilities
or expenses that are attributable to the action or inaction of Seller or its agent or employees.
The obligations of Purchaser to restore the Property and to hold
harmless, defend, and indemnify Seller (or any other indemnified parties) contained in this
Section 6 shall survive Closing or any termination of this Contract.




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     6.03 Necessary Approvals. During the Inspection Period, Purchaser shall seek
to secure from the applicable governmental authorities all changes of zoning, special use permits,
conditional use permits, approvals, consents, licenses and permits necessary for Purchaser’s
development of the Property (collectively, the “Necessary Approvals”). Purchaser shall submit to
the appropriate governmental authorities all applicable applications for the Necessary Approvals,
together with any related supporting documentation, promptly following the Effective Date. Any
Necessary Approvals which would be binding upon Seller in the event Purchaser does not close its
acquisition of the Property shall be subject to the prior approval of Seller in its sole and
absolute discretion.



     6.04 Delivery of Reports. Seller will deliver to Purchaser the following
documents, if any, in Seller’s possession: (a) a copy of that certain Environmental FirstSearch
Report prepared by Banks Information Solutions, Inc., Job 0710-02 dated July 10, 2006 (“Phase I”)
covering the Property and certain additional property not covered by the Contract, which if
provided by Seller, shall be for informational purposes only, and shall not be used in lieu of
Purchaser’s further due diligence inspection of the Property during the Inspection Period, as
defined in Section 6.01 hereof; (b) correspondence with governmental agencies regarding the
environmental condition of the Property; if any, (c) copies of the ad valorem tax statements
covering the Property for the three (3) year period prior to the Effective Date (or for the period
of time that Seller has owned the Property, whichever is less); (d) copies of all geotechnical
reports and soil compaction tests performed by or on behalf of Seller with regard to the Property,
if any, which, if provided by Seller, shall be for informational purposes only, and shall not be
used in lieu of Purchaser’s further due diligence inspection of the Property during the Inspection
Period, as defined in Section 6.01 hereof; and (e) a copy of the recorded subdivision plat to which
the Property is a part, if any. Purchaser acknowledges that Seller is not making any
representations or warranties concerning the environmental condition of the Property or as to the
accuracy, completeness, or conclusions contained in the Phase I or as to the accuracy, completeness
or conclusions contained in any other report delivered by Seller to Purchaser under this Section
6.04. Additionally, if Purchaser and Seller have failed to close the sale and purchase of the
Property, upon the Seller’s request, Purchaser will provide or cause its consultants to provide to
Seller copies of all third party studies, reports and test results received by the Purchaser
(collectively, “Reports”) and the consultants regarding the Property (without representation or
warranty as to the accuracy, completeness, or conclusions contained in the Reports), without any
additional charge to Seller, within three (3) business days from the date of termination of this
Contract, and if Purchaser is entitled to a refund of the Earnest Money under the applicable
termination, the delivery of such Reports to Seller shall be a condition precedent to the return of
the Earnest Money to Purchaser.



     6.05 Required Insurance. Purchaser shall maintain (i) comprehensive general
liability insurance, including blanket contractual liability insurance, on a per occurrence basis
and in an amount of not less than $3,000,000.00 covering any personal injury and property damage
arising in connection with the presence of the Purchaser, its employees, representatives, agents,
contractors, any subcontractors, vendors or their respective employees, representatives or agents,




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(ii) comprehensive automobile liability insurance covering all owned, non-owned and hired vehicles, with limits of not less than $1,000,000.00 combined single limit for personal injury
and property damage, and (iii) statutory worker’s compensation and employer’s liability coverage in
amounts not less than $250,000.00, or qualified self-insurance, with sufficient evidence of such
self-insurance as reasonably requested by Seller. Purchaser will deliver a certificate of insurance
that names Seller and Purchaser as an additional insured thereunder related to the liability
coverage as their respective interests may appear, verifying such coverage to Seller prior to entry
upon the Property. All insurance will be provided by insurance companies reasonably acceptable to
the Seller, authorized to do business in the State of Texas and rated not less than A-VII in Best’s
Insurance Guide. Purchaser’s liability insurance will be a primary policy and not in excess or
contributing with or secondary to any other insurance as may be available to Seller. Seller retains
the right to request certificates of insurance from contractors, subcontractors and vendors of
Purchaser prior to entering the Property to ensure compliance with this Contract. In the event
Purchaser’s insurance is materially changed which may affect Seller’s interest or is going to be
cancelled, Purchaser will provide Seller notice 30 days prior to any such change or cancellation.
Purchaser’s indemnification set forth in the prior paragraph shall remain in full force and effect
related to any and all activities of Purchaser and Purchaser’s employees, representatives, agents,
subcontractors, vendors, guests and invitees. The obligations of Purchaser contained in this
Section 6.05 shall survive Closing or any termination of this Contract.




     6.06 Seller’s Obligations Prior to Closing. From and after the Effective Date
until Closing, Seller and/or Seller’s agents or representatives shall:



          (a) Notices. Provide to Purchaser, within a reasonable time following receipt thereof,
any and all notices in any manner relating to the Property received by Seller or its agents or
representatives from any governmental or quasi-governmental instrumentality.




          (b) New Contracts. Seller shall refrain from transferring the Property, or creating on
the Property any easements; provided, however, that nothing herein shall preclude Seller from (i)
placing new or additional financing on the Property secured by a Deed of Trust, Assignment of
Leases and Rents, or other lien, provided that such liens may by their terms be removed by Seller
at Closing, or (ii) entering into any easements or other documents required by any applicable
governmental or quasi-governmental authority or provider of utility services.




     6.07 Haggard Lease. Seller has informed Purchaser that the Property is
currently subject to a farming and grazing lease (the “Haggard Lease”). Seller covenants that
neither the Haggard Lease nor a Memorandum thereof will be recorded and that Seller will terminate
the Haggard Lease as it relates to the Property on or before the Closing Date. Seller will provide
a copy of the Haggard Lease to Purchaser promptly following the Effective Date.



     6.08 Conditions to Purchaser’s Obligation to Close. The obligation of
Purchaser to consummate the conveyance of the Property hereunder is subject to the full and
complete satisfaction of each of the following conditions precedent:



          (a) The representations and warranties of Seller contained in this Contract shall be true,
complete and accurate in all material respects, on and as of the date hereof and the Closing Date
as if the same were made on and as of such date;



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          (b) Seller shall have performed each and every obligation and covenant of Seller to be
performed hereunder; and




          (c) The Haggard Lease is terminated as it relates to the Property effective as of the Closing
Date.




          Purchaser shall have the right to waive some or all of the foregoing conditions in its sole
and absolute discretion; provided, however, that no such waiver shall be effective or binding on
Purchaser unless it is in writing and executed by an authorized officer of Purchaser.




     6.09 Conditions to Seller’s Obligation to Close. The obligation of Seller to
consummate the conveyance of the Property hereunder is subject to the full and complete
satisfaction of each of the following conditions precedent:



          (a) The representations and warranties of Purchaser contained in this Contract shall be true,
complete and accurate in all material respects, on and as of the date hereof and the Closing Date
as if the same were made on and as of such date; and




          (b) Purchaser shall have performed each and every obligation and covenant of Purchaser to be
performed hereunder.




          Seller shall have the right to waive some or all of the foregoing conditions in its sole and
absolute discretion; provided, however, that no such waiver shall be effective or binding on Seller
unless it is in writing and executed by an authorized officer of Seller.




SECTION 7

REPRESENTATIONS




     7.01 Representations of Seller. Seller makes the following representations to
Purchaser which are true and correct as of the date Seller executes this Contract and which shall
be true and correct at Closing:



          (a) To Seller’s Knowledge (hereafter defined), Seller has not received any notice, and has no
actual knowledge, of any pending or threatened litigation or pending or threatened condemnation
proceeding that affects the Property;




          (b) Except for the Haggard Lease, to Seller’s Knowledge, there are no parties in possession of
any portion of the Property as lessees, tenants at sufferance or trespassers;




          (c) To Seller’s Knowledge, there are no mechanic’s liens or unrecorded liens against the
Property for any activities attributable to Seller, its agents, or employees;




          (d) Seller is a Delaware limited partnership, validly existing and in good standing, with full
power and authority to enter into this Contract, to consummate the sale and purchase of the
Property, and to perform the covenants and agreements of Seller, all as contemplated or provided
for by this Contract; and are empowered to bind Seller to this Contract;




          (e) Except as provided in this Contract, no joinder or consent of any other person or party is
required in connection with the consummation of sale and Purchase of the Property under this
Contract by Seller;




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          (f) The execution, delivery and performance of this Contract does not, and the consummation of
the transactions contemplated hereby will not, violate any provision of the Articles of the
partnership agreement of Seller, or any provision of any agreement, instrument, order, judgment or
decree to which Seller is a party;




          (g) There is no claim, action, litigation, arbitration or other proceeding pending or, to the
best of Seller’s knowledge, threatened against Seller which relates to the Property or the
transactions contemplated hereby or which to the knowledge of Seller could result in the imposition
of a lien against the Property or an action against Purchaser. If Seller receives notice of any
such claim, litigation or proceeding prior to the Closing, Seller shall promptly notify Purchaser
of the same in writing;




          (h) To Seller’s knowledge, Seller has not received any written notices from any federal,
state, county or municipal agency or authority claiming a material violation or breach of any laws,
ordinances, orders, regulations or guidelines affecting the Property, which breach or violation has
not been cured by Seller; and




          (i) Seller is not a “foreign person” as that term is used in Section 1445(f)(3) of the United
States Internal Revenue Code of 1986, as amended.




          With the sole exception of Sections 7.01(d), (e) and (f), all representations and warranties
of Seller contained in this Contract, however described or characterized, including, but not
limited to, Seller’s “knowledge” and Seller’s “actual knowledge” (“Seller’s Knowledge”) shall be
representations and warranties based solely on the actual knowledge of Mark C. Allyn and David Reed
(“Seller’s Representatives”). The “actual knowledge” of the foregoing individuals does not create
any independent duty of inquiry by such individuals and does not include any knowledge imputed to
them from any other person. None of Mark C. Allyn or David Reed shall have any personal liability
to Purchaser under this Contract. The express representations and warranties of Seller made in this
Contract shall survive Closing and not merge into any instrument or conveyance delivered at the
Closing; provided, however, that any action, suit or proceeding with respect to the truth, accuracy
or completeness of such representations and warranties shall be commenced, if at all, on or before
the date which is twelve (12) months after the date of the Closing and, if not commenced on or
before such date, thereafter such representations and warranties shall be void and of no force or
effect, and provided further, (a) Purchaser shall seek only actual damages and not consequential,
special, punitive or indirect damages as a result of any default by Seller, and (b) in no event
shall Seller’s aggregate liability to Purchaser under this Contract for any and all breaches of a
representation and warranty or any other obligation that survives Closing exceed an amount equal to
Five Hundred Thousand and No/100 Dollars ($500,000.00).




     7.02 EXCEPT AS SPECIFICALLY PROVIDED IN THIS CONTRACT OR IN ANY DOCUMENT DELIVERED BY
SELLER TO PURCHASER AT CLOSING:



          (a) Purchaser acknowledges and agrees that none of Seller or its agents or representatives has
made any representations or warranties as to the Property or its environmental or physical condition.



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          (b) Purchaser acknowledges and agrees that EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS
CONTRACT, SELLER HAS NOT MADE, DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY WARRANTIES,
REPRESENTATIONS, COVENANTS, OR GUARANTEES, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, AS TO
THE MERCHANTABILITY, HABITABILITY, QUANTITY, QUALITY, OR ENVIRONMENTAL CONDITION OF THE PROPERTY
(INCLUDING BUT NOT LIMITED TO THE PRESENCE OR ABSENCE OF ANY AND ALL HAZARDOUS MATERIALS) OR ITS
SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. PURCHASER FURTHER ACKNOWLEDGES AND AGREES
THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY DURING THE INSPECTION PERIOD, OTHER
THAN THE EXPRESS REPRESENTATIONS AND WARRANTIES MADE BY SELLER IN THIS CONTRACT, PURCHASER IS
RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO
BE PROVIDED BY SELLER. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR
TO BE PROVIDED WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT SELLER
HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND, EXCEPT AS
OTHERWISE EXPRESSLY SET FORTH IN THIS CONTRACT, MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR
COMPLETENESS OF SUCH INFORMATION.




          (c) Purchaser acknowledges and agrees that as of Closing, Purchaser will have thoroughly
investigated and thoroughly inspected the Property and will be familiar and satisfied with all
aspects of the physical condition of the Property and will have made its own determination as to
the merchantability, habitability, quantity, quality, and condition of the Property, including,
without limitation, the possible presence of Hazardous Materials (as hereinafter defined) at, on,
in, or under the Property and the Property’ suitability or fitness for any particular purpose or
use.




          (d) Purchaser acknowledges and agrees that after Closing (except as to provisions of this
Contract which expressly survive Closing), Purchaser will be deemed to have unconditionally
accepted the Property in its condition on the Closing Date on an “AS IS”, “WHERE IS” and “WITH ALL
FAULTS” basis (including any environmental conditions or matters) and acknowledges and agrees that
without this unconditional acceptance, the sale of the Property would not be made and that Seller
shall be under no obligation whatsoever to undertake any repair, alteration, remediation, or other
work of any kind with respect to any portion of the Property.




          (e) Purchaser, and Purchaser’s successors and assigns, expressly and unconditionally release
Seller and Seller’s affiliates, successors, and assigns from any and all responsibility, liability,
obligations, and claims (whether known or unknown, apparent, non-apparent, or latent, and whether
existing prior to, at, or after the Closing) that Purchaser and its successors and assigns may now
or hereafter have against Seller and Seller’s affiliates, successors, and assigns based, in whole or in part, upon the presence of Hazardous Materials at, on, in,
or under the Property, including, without limitation, any obligation to take the Property back or
reduce the Purchase Price, and including any actions for contribution or indemnity.



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          (f) The term “Hazardous Materials” as used in this Section 7 means any substances (a) the
presence of which requires reporting, investigations or remediation under any current federal,
state, or local statute, regulation or ordinance or (b) which are currently defined as hazardous
waste, hazardous substances, toxic substances, regulated substances, pollutants, or contaminants
under any current federal, state, or local statute, regulation or ordinance.




THE PROVISIONS OF THIS SECTION 7.02 SHALL SURVIVE THE CLOSING.




     7.03 Purchaser acknowledges and agrees that the provisions of this Section 7 have been
negotiated by the parties, have been reviewed by Purchaser and by an attorney selected by Purchaser
and that Purchaser fully understands and accepts the provisions of this Section 7.



     7.04 Representations of Purchaser. Purchaser makes the following
representations to Seller which are true and correct as of the date Purchaser executes this
Contract and which shall be true and correct at the closing of this Contract:



          (a) Purchaser is a corporation with full power and authority to enter into this Contract and
to consummate the sale and purchase of the Property, and to perform all covenants and agreements of
Purchaser as contemplated by this Contract, and the party or parties executing this Contract on
behalf of Purchaser have been duly authorized and are empowered to bind Purchaser to this Contract.




          (b) Except as provided in this Contract, no joinder or consent of any other person or party is
required in connection with the consummation of sale and Purchase of the Property under this
Contract by Purchaser.




          (c) The execution, delivery and performance of this Contract does not, and the consummation of
the transactions contemplated hereby will not, violate any provision of the articles of
incorporation, bylaws, certificate of authority (if Purchaser is a foreign corporation) of
Purchaser, or any provision of any agreement, instrument, order, judgment or decree to which
Purchaser is a party.




          (d) Neither Purchaser nor, to Purchaser’s knowledge, any of its affiliates, nor any of their
respective partners, members, shareholders or other equity owners, and none of their respective
employees, officers, directors, representatives or agents, is a person or entity with whom U.S.
persons or entities are restricted from doing business under regulations of the Office of Foreign
Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially
Designated and Blocked Persons List) or under any statute, executive order (including the September
24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit,
Threaten to Commit, or Support Terrorism), or other governmental action.




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SECTION 8

CLOSING




     8.01 Closing. If neither party has terminated this Contract as permitted
herein, the closing of this Contract (the “Closing”) shall occur at the office of the Title
Company, or such other place as may be agreed to by Seller and Purchaser, on the date which is
fifteen (15) days after the expiration of the Inspection Period (the “Closing Date”). At or prior
to 2:00 p.m., Dallas, Texas time, on the Closing Date, Purchaser shall deposit or cause to be
deposited with the Title Company sums sufficient to pay the Purchase Price (net of all prorations,
adjustments and credits to be made hereunder). Provided all conditions precedent to Purchaser’s
obligation to close have been satisfied or waived, Purchaser shall cause the Purchase Price to be
paid to Seller prior to 3:00 p.m. Dallas, Texas time as follows:



          (a) Purchaser shall cause the Title Company to pay Seller the Earnest Money being held by the
Title Company, by federal wire transfer in immediately available funds to any bank account(s) as
Seller shall designate, and the amount of such payment shall be credited against the Purchase
Price.




          (b) Purchaser shall cause the Title Company to pay Seller the remaining balance of the
Purchase Price, after crediting the amounts set forth in this Section 8 received by Seller and
subject to the prorations, adjustments and credits to be made hereunder, by federal wire transfer
in immediately available funds to such bank account(s) as Seller may designate.




          (c) Purchaser and Seller shall each have the right, on or prior to the Closing Date, to
deposit into escrow with the Title Company all closing documents and other items required to fully
and completely consummate Closing pursuant to this Contract, in which event either party exercising
such right shall not be required to attend Closing in person, and such failure to attend Closing
shall not constitute a default hereunder. Purchaser and Seller shall endeavor in good faith to
compile and calculate all required prorations and adjustments, and to prepare (or cause the Title
Company to prepare) a settlement statement acceptable to both Purchaser and Seller detailing all
items and costs of Closing, no later than three (3) business days prior to the Closing Date.




          (d) Purchaser represents to Seller that it has received approval of the development incentives
from the City Council of the City of Plano as described in the acceptance letter from Purchaser to
the City of Plano dated April 9, 2008 (the “Approval”) for its intended development upon the
Property, subject to satisfaction of the conditions (the “Approval Conditions”) specified in the
Approval. Purchaser agrees to provide seller with a copy of the Approval within three (3) business
days of the Effective Date of this Contract and diligently pursue satisfaction of all of the
Approval Conditions. Seller will cooperate and provide reasonable assistance to Purchaser in
satisfying the Approval Conditions, including, without limitation, if requested by Purchaser,
attendance and support of Purchaser at all meetings and hearings before the City Council of the
City of Plano relating to the Approval or the proposed development of the Property.
Notwithstanding any provisions to the contrary herein, if Purchaser has not obtained written
confirmation from the City of Plano that all of the Approval Conditions have been satisfied and the
development incentives have been finally approved (the “Final Approval”) prior to the scheduled
Closing Date, then Purchaser may elect, at its sole discretion, by written notice to Seller




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given at least three (3) business days prior to the Closing Date to either (i) waive obtaining
the Final Approval as a condition to Closing, or (ii) extend the Closing Date to the earlier of (x)
three (3) business days following receipt of written confirmation from the City Council of the City
of Plano that the Approval Conditions have been satisfied and Final Approval of the development
incentives accepted by Purchaser in the Approval has been given or (y) thirty (30) days following
the originally schedule Closing Date (the “Outside Closing Date”) As part of its written notice
of extension, Purchaser will provide Seller with reasonable evidence that Purchaser has timely
provided all items and otherwise complied with the Approval Conditions together with a listing of
any outstanding items and the time frames within which such items are to expected to be obtained.
In the event that Final Approval has not been given on or before thirty (30) days from the
originally scheduled Closing Date then Purchaser may elect by giving written notice to Seller on or
before the Outside Closing Date, at its sole discretion, to either (i) waive obtaining the Final
Approval as a condition to Closing or (ii) terminate this Contract by delivery of a written
termination notice to Seller on or before the Closing Date, in which event the Earnest Money shall
be immediately returned to Purchaser free of claims by Seller. The Final Approval described in
this Section 8.01(d) is for Purchaser’s benefit and can only be waived by Purchaser.




     8.02 Seller’s Obligations at Closing. At Closing, Seller shall deliver or
cause to be delivered to the Title Company prior to 2:00 p.m. Dallas, Texas time on the Closing
Date, and shall cause to be released to Purchaser prior to 3:00 p.m. Dallas, Texas time on the
Closing Date, all at Seller’s sole cost and expense:



          (a) A special warranty deed (the “Deed”) in the form shown in Exhibit “B”, attached
hereto and incorporated herein, duly executed and acknowledged by Seller in recordable form
conveying to Purchaser good and indefeasible fee simple title to the Property, subject only to the
Permitted Exceptions;




          (b) The Memorandum of Right of First Offer and Right of First Refusal as provided in Section
11.06(i) below;




          (c) An Owner’s Policy of Title Insurance insuring good and indefeasible fee simple title in
Purchaser in the full amount of the Purchase Price and subject only to the Permitted Exceptions
(said policy to be delivered by the Title Company in due course following the closing);




          (d) A termination letter executed by Seller relating to the termination of the Haggard Lease
as it relates to the Property;




          (e) A non-foreign affidavit pursuant to Section 1445 of the Code stating that Seller is not a
foreign entity and such other information as may be required by Section 1445 of the Code;




          (f) A Secretary’s Certificate or other officer’s certificate from Seller evidencing the status
and capacity of Seller and the authority of the person executing the various documents on behalf of
Seller in connection with the sale and purchase of the Property satisfactory to the Title Company;




          (g) An Estoppel from the Legacy Association in the form attached as Exhibit “C” and
incorporated herein;




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          (h) An “owner’s affidavit”, in form reasonably acceptable to the Title Company and sufficient
for the Title Company to delete any exceptions for (a) mechanics’ or materialmen’s liens arising
from work at the Property which is the responsibility of Seller hereunder, (b) parties in
possession, other than tenants as tenants only, and (c) matters not shown in the public records;




          (i) A settlement statement (the “Settlement Statement”), prepared by the Title Company;




          (j) The Memorandum of Repurchase Option as provided in Section 11.05(h) below; and




          (k) Such other documents as are reasonably requested by the Title Company or Purchaser (such
request by Purchaser to be made at least five (5) days prior to Closing) to close the sale and
purchase of the Property.




          8.03 Purchaser’s Obligations at Closing. At Closing, Purchaser shall deliver
to Seller, at Purchaser’s sole cost and expense:




          (a) The full amount of the Purchase Price in wired funds (subject to prorations and a credit
for the Earnest Money);




          (b) A Secretary’s Certificate or authorizing resolutions certified by an officer of Purchaser
evidencing the status and capacity of Purchaser and the authority of the person executing the
various documents on behalf of Purchaser in connection with the sale and purchase of the Property;




          (c) The Memorandum of Repurchase Option;




          (d) The Memorandum of Right of First Offer and Right of First Refusal; and




          (e) Such other documents as are reasonably requested by the Title Company or Seller (such
request by Seller to be made at least five (5) days prior to Closing) to close the transaction.




     8.04 Prorations.



          (a) Ad valorem taxes shall be prorated as of Closing. If the ad valorem taxes for the year of
Closing have not been determined as of Closing, the proration shall be based on the ad valorem
taxes for the preceding tax year and the assessed value of the current year, provided if the
assessed value for the current year has not been determined then ad valorem taxes shall be
estimated based upon ad valorem taxes for the immediately preceding calendar year. No adjustment or
proration will be made for any increase in the market value of the Property made by any applicable
taxing authority as a result of this transaction, all such adjustments being the responsibility of Purchaser. This determination will be deemed to be final and no further
adjustments will be required. If the Property has been designated or valued as agricultural, open
space or other special category such that their sale or change of use would trigger the imposition
of any “rollback” or “catch up” tax,



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Seller shall be responsible for any such taxes and interest thereon for periods prior to Closing. Seller shall pay to or credit Purchaser at Closing the amount
of “rollback” taxes, including, without limitation, interest and penalties for all periods prior to
the date of Closing, which Seller and Purchaser reasonably determine as of the Closing would have
been due and payable as if the change of usage of the Property was made as of the date of Closing
and thereafter, Purchaser shall be responsible for paying such “rollback taxes” when they become
due and payable. This determination will be deemed to be final and no further adjustments will be
required. Notwithstanding the foregoing, provided that Seller has made an agricultural use
exemption through the Closing Date, prorations for the tax year in which the Closing Date occurs
shall be calculated based on ad valorem taxes assessed as if the agricultural use exemption had
remained in place throughout the such tax year. Assessments related to the Legacy Association will
additionally be prorated as of the Closing, will be deemed to be final and no further adjustments
will be required. The obligations of the parties in this Section 8.04 shall survive the Closing of
this Contract.




          (b) In the event that the Purchaser elects to maintain the agricultural use exemption for a
period of time after Closing, Seller’s obligation to pay any “roll back” taxes with respect thereto
shall not exceed the amount that would have been due had the “roll back” taxes been calculated
based upon a change in use or ownership as of the Closing Date.




     8.05 Other Closing Costs. Purchaser shall pay all recording costs and all
costs, if any, associated with Purchaser’s financing of all or any portion of the Purchase Price.
Seller shall pay for the cost of the Survey, and Purchaser shall pay for any updates to the Survey.
Seller shall pay for the cost of the basic title premium for the Title Policy (excluding the costs
of any modification of the survey exception or other endorsements, which shall be paid by
Purchaser), and all fees associated with the removal of the Must-Cure Objections. Seller shall also
pay the commission in accordance with the provisions of Section 11.01 at the Closing. Each party
will pay one-half (1/2) of any escrow fee charged by Title Company. Each party shall also pay its
own attorneys’ fees and other costs and expenses of negotiating and consummating this Contract. Any
other costs or expenses incident to this transaction and the closing thereof not expressly provided
for above shall be allocated between and paid by the parties in accordance with custom and practice
in Plano, Collin County, Texas.



     8.06 Possession. At Closing, upon the satisfaction of all conditions precedent
to Seller’s obligation to close, Seller shall deliver possession of the Property to Purchaser,
subject only to the Permitted Exceptions.



SECTION 9

EXCLUSIVE REMEDIES OF PURCHASER




     If any of Seller’s representations is inaccurate as of Closing, or if Seller fails to perform
any of its obligations hereunder (except Seller’s failure after Closing to perform its Surviving
Obligations) and such inaccuracy or failure is not cured within seven (7) business days after
Seller receives Purchaser’s notice in writing of such inaccuracy or failure, Purchaser’s sole
and exclusive remedies shall be either to: (a) terminate this Contract; whereupon, the Earnest
Money shall immediately be returned to Purchaser, and, except for the Surviving Obligations,
neither party shall have any further rights, obligations, or remedies under this Contract; or (b)
file a lawsuit against Seller in Collin County, Texas, to enforce specific performance of this
Contract




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(which suit must be filed within two (2) years and one day after the scheduled date of
Closing as set forth in Section 8.01 hereof; otherwise, Purchaser shall be deemed to have
unconditionally waived its right to sue for specific performance). Except for Seller’s failure
after Closing to perform any of its Surviving Obligations, Purchaser unconditionally waives its
right to pursue any other remedies against Seller including, but not limited to, actual,
consequential, special, incidental, and punitive damages.




SECTION 10

EXCLUSIVE REMEDY OF SELLER




     If any of Purchaser’s representations is inaccurate as of the Closing, or if Purchaser fails
to perform any of its obligations hereunder (except Purchaser’s failure after Closing to perform
its Surviving Obligations) and such failure is not cured within seven (7) business days after
Seller notifies Purchaser thereof in writing, Seller’s sole and exclusive remedy shall be to
terminate this Contract and receive the Earnest Money as liquidated damages (the foregoing notice
and cure period does not, however, apply to the failure by Purchaser to deposit the Earnest Money
as provided in this Contract). Purchaser acknowledges that payment of the Earnest Money to Seller
pursuant to this Section 10 does not constitute a penalty. Purchaser further acknowledges that the
actual damages suffered by Seller for Purchaser’s breach are incapable of exact calculation and
that the Earnest Money represents a sum that is a reasonable estimate of what Seller’s actual
damages might be. Except for Purchaser’s failure after Closing to perform any of its Surviving
Obligations, Seller unconditionally waives it right to pursue other remedies against Purchaser
including, but not limited to, actual, consequential, special, incidental, and punitive damages.
Upon termination of this Contract pursuant to this Section 10, the Earnest Money shall be paid to
Seller, and except for the Surviving Obligations, neither party shall have any further rights,
obligations, or remedies under this Contract.



SECTION 11

ADDITIONAL PROVISIONS



11.01 Brokers and Commissions. Seller and Purchaser acknowledge and agree that the
only brokers that have been involved with the origination and negotiation of this Contract are CB
Richard Ellis, Inc. (“CBRE”), as the broker for Seller, and Jan’s Realty, Inc. (“Jan’s”), as broker
for the Purchaser (CBRE and Jan’s are collectively the “Broker”). If, as, and when this Contract
closes, but not otherwise, Seller agrees to pay a real estate sales commission equal to (i) six
percent (6%) of the first one million dollars ($1,000,000.00); plus (ii) three percent (3%) of the
Purchase Price in excess of one million dollars, to be divided equally between CBRE and Jan’s at
Closing. If this Contract fails to close for any reason, including a breach by either party, Seller
shall have no obligation to pay Broker any commission or any other costs, expenses, fees, or
compensation of any kind. Seller and Purchaser agree to hold harmless, defend, and indemnify each
other from any claim, suit, liability, losses, costs, and expenses (including reasonable attorneys’
fees and court costs) resulting from any claim for any fee, commission, finder’s fee or other consideration from
any broker, agent, finder, or salesman based on an alleged agreement with the indemnifying party
(or others acting on its behalf). If Broker’s signature appears on this Contract, it will be for
the sole purpose of acknowledging the terms and conditions upon which Broker is entitled to a
commission pursuant to this Section 11.01 (which terms and conditions supersede and replace all
prior



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understandings and agreements between Seller and Broker with regard to the Property). Broker
is not otherwise a party to this Contract, and with the exception of an amendment to this Section
11.01 that directly affects Broker’s rights, this Contract may be amended or terminated without
notice to or the consent of Broker. The absence of Broker’s signature shall not in any way affect
the validity of this Contract. The obligations of the parties contained in this Section 11.01 shall
survive the closing or any termination of this Contract.




     11.02 Non-Assignability. Except as otherwise specifically provided herein,
this Contract may not be assigned by Purchaser without the prior written consent of Seller, which
may be withheld in Seller’s sole discretion. Notwithstanding the foregoing, however, Purchaser may
assign its interest under this Contract upon five (5) days written notice to Seller prior to
Closing to an affiliate, subsidiary or parent company without Seller’s consent so long as (a) such
assignee is, directly or indirectly, managed and/or controlled by Purchaser or is an affiliate
which is owned by Purchaser or its ultimate parent and which is controlled by Purchaser or its
ultimate parent; and (b) Purchaser provides Seller with the name and, if requested by Seller,
copies of the organizational documents for such assignee as filed with the applicable Secretary of
State or other governmental authority and provides Seller with any other information that Seller
may reasonably request with respect to the proposed assignee at least three (3) business days in
advance of the Closing Date. Purchaser shall in no event be released from any of its obligations or
liabilities hereunder as a result of any assignment. The obligations of Purchaser under this
Section 11.02 shall survive the Closing and shall not be merged therein. Whenever reference is made
in this Contract to Seller or Purchaser, such reference shall include the successors and assigns of
such party under this Contract.



     11.03 Deed Restriction. The Property is being conveyed to Purchaser by Seller
for the purposes of construction and operation of an office headquarters building for Purchaser and
to be substantially occupied by Purchaser or its successor and its employees and certain ancillary
uses associated with such office headquarters use as described in the Deed Restriction (as
hereafter defined), and at Closing the Purchaser and Seller will execute and record the Deed which
shall create a deed restriction (the “Deed Restriction”) covering the Property and containing the
following covenant, in which Seller will be referred to as “Grantor” and Purchaser as “Grantee”:
“Grantee will construct, occupy and operate improvements on the Property for use as an office
headquarters and ancillary uses associated with such office headquarters use that primarily serve
and benefit the occupants in the improvements on the Property (e.g. tenant employee cafeteria,
deli, gift shop, lobby banking, etc.). Without limiting the foregoing, it is specifically agreed
that the Property may not be used for (i) commercial office building development (as hereafter
defined) other than as specifically provided in this Section 11.03, (ii) any retail intended to
serve and benefit the general public, or motor or drive-through banking, (iii) restaurant (intended
to primarily serve and benefit the general public outside of the occupants of the improvements on
the Property), (iv) hotel, (v) town home and multi-family residential development, (vi) free-standing restaurant and/or retail pads, and (vii) medical
office condominiums. For purposes hereof, “commercial office building development” shall mean any
building or combination of buildings and other amenities which is used for office purposes other
than an office headquarters for Purchaser and no more than twenty percent (20%) shall of the
leasable area be leased to unrelated third parties not affiliated with Purchaser. Further, any
office headquarters building constructed on the Property must otherwise be incompliance with the




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Declarations applicable to the Property (and thus shall be subject to approval by the Legacy
Association’s Design Review Board) and must be designed and constructed with an exterior appearance
at least comparable to first class office buildings on other properties in the vicinity of the
Property. These restrictions will be binding upon, and will be a covenant running with the land as
to the Property and will remain in effect until the earlier of (a) recordation in the real property
records of Collin County, Texas of a written release of this covenant executed by Grantor and
Grantee, or (b) fifteen (15) years after the date of the deed; provided, however, notwithstanding
the foregoing, the restriction prohibiting commercial office building development other than as an
office headquarters of Purchaser and leasing to unaffiliated third parties will remain in effect
only until the earlier of (i) recordation in the real property records of Collin County, Texas of a
written release of such commercial office building development restriction, or (ii) ten (10) years
after the date of the deed.




     11.04 Declaration.



          (a) Purchaser understands and acknowledges that the Property is or is intended to be burdened
by, among other things (a) a certain Declaration of Covenants, Conditions, and Restrictions and
Association Declarations recorded under County Clerk # 20060920001358220, Real Property Records of
Collin County, Texas (the “Declaration”), (b) Association Declaration recorded under County Clerk #
200609200001358270, Real Property Records of Collin County, Texas (the “Association Declaration”),
and (c) restrictive covenants contained in the Special Warranty Deed to Seller recorded under
County Clerk # 200609200001358250, Real Property Records of Collin County, Texas, and that all such
restrictions and covenants will affect Purchaser’s development of the Property. A copy of the
Declaration, the Association Declaration and such Special Warranty Deed shall be provided to
Purchaser within two (2) business days after the Effective Date hereof. In that regard, Purchaser
has been advised and acknowledges that the Declaration and the Association Declaration provide,
among other things, that: (i) owners of property within the area covered by the Declaration will be
members of a property owners’ association known as the Legacy Association (the “Association”), and
liable for the payment of general and special assessments; and (ii) prior to the commencement of
construction on the Property by Purchaser, the proposed plans for construction must be reviewed and
approved by Seller and the Association’s design review board (the “DRB”).




          (b) Prior to the commencement of any development on the Property, Purchaser shall prepare a
preliminary plan for development of the Property (collectively, the “Development Plans”), which
shall address planned infrastructure, grading, and drainage and schematic plans for any buildings,
walls, or other vertical structures to be constructed by Purchaser on the Property (including
typical detail such as site plan, exterior elevations, color palettes, roofing shapes and
materials, and external finish specifications; but not including interior spaces and interior
utility and other service information). The Development Plans will reflect application of the
Declaration and all existing design guidelines promulgated pursuant thereto to the improvements which will be
built by or on behalf of Purchaser, it being acknowledged by Purchaser, however, that the
Declaration is, by its nature, general in scope and that all aspects of the Development Plans are
subject to Seller’s review and approval as herein provided, whether or not specifically addressed
in the Declaration. The review and approval of the Development Plans by Seller as provided herein
is in addition to, and not in lieu of, approval by the DRB of the matters over which such body has
approval rights




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pursuant to the Declaration, but Seller shall use commercially reasonable efforts
to obtain approval of Purchaser’s Development Plans by the DRB within thirty (30) days after
Purchaser submits same. In addition, it is understood and agreed that Purchaser may submit its
Development Plans to the DRB and Seller at the same time and in such case, Seller agrees to review
Purchaser’s Development Plans concurrently with the DRB’s review of the Development Plans.




          (c) Purchaser and Seller will negotiate in good faith to reach mutual agreement on an
acceptable level of specificity and/or finality for the Development Plans prior to commencement of
construction of the improvements (the period commencing on the date hereof and ending on such date
being herein referred to as the “Plan Approval Period”).




          (d) After preparation of the Development Plans by Purchaser and approval thereof by Seller and
the DRB, it shall be Purchaser’s sole responsibility to obtain any necessary governmental permits
and approvals, including, but not limited to, the approval and filing of preliminary and final
plats, as may be required to permit Purchaser to proceed with its contemplated development. Any
changes in the approved Development Plans to accommodate any governmental requirements shall be
subject to Seller’s written approval as contemplated in the Declaration, such approval not to be
unreasonably withheld or delayed.




          (e) Purchaser acknowledges that the name “Legacy” is a registered trademark owned by EDS
Information Services L.L.C. (“EDS”). In the event Purchaser desires to use the name “Legacy” or any
derivation thereof in connection with the Property, Purchaser may do so only pursuant to a
Trademark License Agreement in form and substance satisfactory to EDS. If Purchaser desires to use
the name “Legacy”, Purchaser should make request therefore to EDS, giving full particulars of the
desired use, as soon as reasonably practicable to permit EDS the opportunity to evaluate the
proposed use. Purchaser acknowledges that EDS is under no obligation to license the name “Legacy”
to Purchaser or any other party.




          (f) The provisions of this Section 11.04 shall survive the Closing and shall be referred to in
the Deed.




     11.05 Right of Repurchase.



          (a) The Property is being conveyed to Purchaser for the uses permitted by Section 11.03
hereof, as contemplated in the Development Plans for the Property heretofore approved by Seller
(the “Project”) and any further detailed plans approved by the DRB pursuant to the Declaration.
Subject to the terms and conditions hereof, Seller reserves and shall have the exclusive and
irrevocable option to repurchase the Property and all improvements thereon (the “Repurchase
Option”) under one of the two (2) following opportunities and for a purchase price (the “Repurchase
Price”) determined as follows:




               (i) If Purchaser has failed to commence construction of the Project within eighteen (18)
months after the date of the Deed, subject to extension for delays caused by unusually adverse
weather conditions, strikes, unavailability of labor or materials, war, acts of the public enemy,
or other such events or circumstances beyond Purchaser’s reasonable control (collectively, “Force
Majeure”), and provided that any delays in commencement of construction beyond such eighteen (18)
month period are not due to a breach by the Development Manager



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(as defined in Section 11.25 below) of the Development Agreement (as defined in Section 11.25 below), then Seller may elect to
repurchase the Property by delivering written notice of Seller’s election (a “Repurchase Notice”)
to Purchaser not later than thirty (30) days following the Construction Commencement Deadline (as
hereafter defined). In order for Purchaser to avail itself of such extension for Force Majeure,
Purchaser must notify Seller within sixty (60) days of the date on which Purchaser obtains actual
knowledge of the occurrence of the event that constitutes Force Majeure (the “Force Majeure
Notice”). The date of expiration of such eighteen (18) month period, as extended by Force Majeure,
is referred to herein as the “Construction Commencement Deadline”). If Seller elects to repurchase
the Property pursuant to this Section 11.05(a)(i), the Repurchase Price will be in an amount equal
to the sum of: (a) the Purchase Price paid by Purchaser to Seller for the Property minus (b) the
amounts of any rollback credits provided by Seller to Purchaser in connection with the initial
closing of the sale of the Property to Purchaser, plus (c) an amount equal to all costs and
expenses (other than the Purchase Price) incurred by Purchaser in connection with the acquisition
of the Property and/or the proposed development thereof, including without limitation,
environmental, engineering, architectural, consulting, financing and attorneys fees and expenses,
interest paid under any acquisition and/or construction financing, commissions, title, property and
liability insurance premiums and expenses, and all other expenses incurred by Purchaser in
connection with the acquisition or proposed development of the Property, as reasonably evidenced by
Purchaser to Seller, including, but not limited to, invoices, contracts, and billing statements
(collectively, the “Land Acquisition Costs”), provided however, that in no event will the
Repurchase Price for the Property under this clause (i) be an amount in excess of 110% of the
Purchase Price; or




               (ii) If Purchaser commences construction of the Project on the Property prior to the
Construction Commencement Deadline but has failed to substantially complete construction of the
building shell for the Project within thirty-six (36) months after the date of the Deed, subject to
extension for delays caused by Force Majeure, as provided in a Force Majeure Notice, then provided
that any delays in the substantial completion of construction beyond such thirty-six (36) month
period are not due to a breach by the Development Manager of the Development Agreement Seller may
elect to repurchase the Property by delivering a Repurchase Notice to Purchaser not later than
thirty (30) days following the Construction Completion Deadline (hereafter defined). The date of
expiration of such thirty-six (36) month period, as extended by Force Majeure, is referred to
herein as the “Construction Completion Deadline.” If Seller elects to repurchase the Property
pursuant to this Section 11.05(a)(ii), the Repurchase Price will be in an amount equal to the sum
of: (a) the Purchase Price, minus (b) the amounts of any rollback credits provided by Seller to
Purchaser in connection with the initial closing of the sale of the Property to Purchaser, if any,
plus (c) Land Acquisition Costs with respect to the Property (the “Development Parcel Percentage”),
plus (d) all other costs and expenses incurred by Purchaser (other than the Land Acquisition Costs
in connection with the acquisition and/or development of the Property, including without limitation, environmental, engineering,
architectural, consulting, financing and attorney’s fees and expenses, interest paid under any
acquisition and/or construction financing, construction costs, contractor’s fees, expenses and
overhead, commissions, title, property and liability insurance premiums and expenses, and all other
expenses incurred by Purchaser in connection with the acquisition or development of the Property,
as reasonably evidenced by Purchaser to Seller (including, but not limited to, invoices, contracts,
and billing statements); provided




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however, that in no event will the Repurchase Price for the
Property exceed an amount equal to the sum of the Development Parcel Percentage plus One Hundred
Fifty Dollars and No/100 ($150.00) per square foot times the square feet of building space
(excluding parking structures) actually (or to be) constructed on the Property (on a percentage of
completion basis) at the time of the closing of the Repurchase Option by Seller. If Purchaser does
not commence construction of a building on the Property prior to the Construction Commencement
Deadline, the provisions of this Section 11.05(a)(ii) shall not be applicable and Seller shall not
have the right to exercise a Repurchase Option pursuant to the provisions of this Section
11.05(a)(ii).




     In order to exercise a Repurchase Option, Seller must deliver the Repurchase Notice to
Purchaser in accordance with the preceding provisions of this Section 11.05. If Seller fails to
timely deliver a Repurchase Notice to Purchaser pursuant to the preceding provisions of this
Section 11.05, the corresponding Repurchase Option arising pursuant to such provisions shall
terminate and be of no further effect. The Repurchase Options shall arise and may only be exercised
upon the occurrence of the events described in Section 11.05 above.



     For purposes hereof: (a) commencement of construction of the Project shall be irrefutably
deemed to have occurred upon the commencement of grading activities on a portion of the Property so
long as Purchaser diligently continues with such construction through the substantially complete
construction of the improvements described in the Development Plans by the Construction Completion
Deadline, (b) construction of a building shall be irrefutably deemed to be “substantially complete”
upon the issuance of a certificate of a registered architect that such improvements are complete in
accordance with the Development Plans and issuance of the final certificate of occupancy by the
applicable governmental authority for such building constructed within the Project.



          (b) If Seller exercises the Repurchase Option, the closing of such repurchase (the “Repurchase
Closing”) shall take place at a title company designated by Seller on a date designated by Seller
but no later than sixty (60) days after the date of the Repurchase Notice. If Seller exercises the
Repurchase Option but does not close and fund the Repurchase Price to Purchaser on or prior to the
expiration of such sixty (60) day period, Seller’s Repurchase Option shall automatically and
immediately terminate without notice. At the Repurchase Closing, Purchaser shall convey the
Property to Seller by special warranty deed in the form of the Deed, subject only to the permitted
title exceptions listed on Exhibit “B” attached to the Deed, and to easements, building set
back lines and other matters set forth on any plat which has been filed by Purchaser with respect
to the Property and/or which have been granted to any governmental authority or utility company,
except that there shall be no repurchase option reserved and the exception for liens securing ad
valorem taxes shall be limited to the year in which the closing of the repurchase takes place, with
the ad valorem taxes for such year to be prorated at the Repurchase
Closing based upon the most current available taxes. At the Repurchase Closing, Seller, at its
expense, may obtain an owner’s policy of title insurance issued by the title company designated by
Seller in the amount of the Repurchase Price and subject to no exceptions other than those
contained in the owner’s policy of title insurance insuring title to the Property received by
Purchaser in connection with the purchase of the Property by Purchaser from Seller, and to
easements, building set back lines and other matters set forth on any plat which has been filed by
Purchaser with respect to the Property and/or which have been granted to any governmental authority
or utility company, except there shall be no exception for any repurchase



West Plano Land — Diodes Contract of Sale





20









 







option, and the policy or policies shall reflect only the then current year taxes. Seller shall not record in the real
property records of Collin County, Texas, a memorandum of the exercise of this option without the
joinder of Purchaser.




          (c) If Seller exercises the Repurchase Option, Seller shall have a period of forty-five (45)
days after such exercise in which to perform, at Seller’s sole expense, such environmental studies,
title reviews, surveys, engineering studies, or other investigations and due diligence with respect
to the Property and Project as Seller may deem relevant in connection with its repurchase the
Property, subject to the same covenants and conditions of Section 6 hereof that were applicable to
Purchaser’s inspection of and entry onto the Property (for this purpose, the terms “Seller” and
“Purchaser” used in said Section 6 shall be deemed to refer to “Purchaser” and “Seller”,
respectively). Seller may, during such forty-five (45) day period, rescind its exercise of the
Repurchase Option by written notice to Purchaser, in which event Seller’s repurchase rights as to
the Property shall cease and be of no further force or effect. No such rescission of the exercise
of Seller’s Repurchase Option shall be deemed to limit or restrict any contractual or tort claims
(or the rights or remedies associated therewith), if any, that Seller may have against Purchaser,
whether in its capacity as an adjacent landowner, as the “Declarant” under the Declaration, the
Association Declaration, or otherwise, if such rescission is as a result of any environmental or
other condition on the Property that constitutes a violation of the Declaration, the Association
Declaration, a breach of any contractual agreements between Seller and Purchaser and/or a violation
of any environmental or other laws or regulations that create private rights of action against
violators.




          (d) At the option and request of Seller, Purchaser will assign to Seller, without recourse,
representation or warranty, and Seller shall assume and agree to perform all obligations of
Purchaser under, any and all contracts, subcontracts, purchase orders, guarantees and warranties
related to the construction of the improvements on the Property repurchased by Seller pursuant to
the provisions hereof, along with any claimed or issued unused insurance proceeds related to any
damage to the improvements or equipment supporting such improvements, which may have occurred
during the construction of the improvements on the Property repurchased by Seller pursuant to the
provisions hereof.




          (e) Prior to termination of the Repurchase Option, Purchaser agrees not to place any liens or
security interests on the Property or the improvements thereon except for indebtedness of Purchaser
related to Purchaser’s purchase of the Property and/or construction of any improvements thereon, or
the refinancing thereof, and Seller agrees that the Repurchase Option shall be subordinate to any
liens and security interests securing such indebtedness, and Seller shall enter into a
subordination agreement on terms reasonably acceptable to Seller if so requested by Purchaser’s
lender. In the event Seller exercises the Repurchase Option all such liens and security
interests shall be released as to the Property which is subject to such repurchase or any
improvements thereon upon payment by Seller of the Repurchase Price without regard to whether such
amount is sufficient to retire such indebtedness in full.




          (f) At Purchaser’s request, upon the expiration or termination of the Repurchase Option,
Seller shall execute, in recordable form, a confirmation of the expiration of such option. If
Seller fails to execute and return such document within fifteen (15) days after receipt thereof
from Purchaser, Purchaser shall be entitled to file a memorandum of record in the Land Records of
Collin




West Plano Land — Diodes Contract of Sale




21









 







County, Texas, confirming that such termination has occurred, and such memorandum may be
conclusively relied upon by all interested parties as to the termination of the Repurchase Option.




          (g) The options and rights reserved herein are personal rights of Seller which may not be
assigned to others by Seller, except that Seller may assign its rights hereunder to an affiliate of
Seller; provided, however, that in the event of such assignment, an executed copy of the instrument
by which such assignment is made shall be provided to Purchaser promptly after the assignment.




          (h) The provisions of this Section 11.05 shall survive the Closing, and at Closing, Seller and
Purchaser shall execute a Memorandum of Repurchase Option in the form of Exhibit “D”
attached hereto to be recorded immediately following the recordation of the Deed.




     11.06 Right of First Offer; Right of First Refusal. The following provisions
shall be in addition to Seller’s Repurchase Option pursuant to Section 11.05:



          (a) As used in this Section 11.06, an “Undeveloped Tract” means a tract of land comprised of
all or any part of the Property, excluding, however, any such tract upon which the construction of
any new, permanent building has been substantially completed after the Closing Date. Also, as used
herein, a “Qualified Mortgage” means a deed of trust or mortgage that grants or creates a lien
against an Undeveloped Tract to secure indebtedness for borrowed money owed to a bank, insurance
company or other institutional lender.




          (b) Subject to the exceptions and qualifications set out below in this Section 11.06, prior to
marketing any Undeveloped Tract to any third party, Purchaser will notify Seller in writing (the
“ROFO Notice”) of Purchaser’s intention or desire to sell the applicable Undeveloped Tract, and
Seller shall have the right (the “ROFO”) for a period of thirty (30) days after Seller’s receipt of
the ROFO Notice to negotiate with Purchaser in good faith to attempt to reach agreement on the
terms and conditions for the sale of the designated Undeveloped Tract from Purchaser to Seller
(i.e., purchase price, due diligence period, closing date, etc.) The ROFO Notice shall specify the
Undeveloped Tract which Purchaser intends or desires to sell and if the first ROFO Notice delivered
by Purchaser to Seller does not cover all of the Undeveloped Tracts, then the provisions of this
Section 11.06 and the ROFO shall be applicable each time Purchaser desires to sell any of the
remaining Undeveloped Tracts.




          (c) Subject to the exceptions and qualifications set out below in this Section 11.06, if
Seller does not purchase the applicable Undeveloped Tract pursuant to the ROFO and if Purchaser
receives a proposal outlining the purchase price and general business terms upon which a
prospective purchaser desires to purchase such Undeveloped Tract, or if Purchaser expects to
make a proposal to a prospective purchaser outlining the purchase price and other general business
terms upon which Purchaser is willing to sell such Undeveloped Tract, and if on the basis of either
such proposal (the “Proposal”) Purchaser intends and desires to enter into further negotiations for
a more definitive purchase and sale agreement with the prospective purchaser, then Purchaser must,
prior to entering into negotiations for a more definitive purchase and sale agreement, submit the
Proposal to Seller with an offer (the “Offer”) to enter into a sales contract covering such
Undeveloped Tract with Seller on the Proposed Terms (as defined below). That is to say, except as
provided below, Purchaser will not enter into any such definitive purchase and sale agreement for
the sale of any



West Plano Land — Diodes Contract of Sale





22









 







Undeveloped Tract to any third party unless and until Purchaser has first submitted
a Proposal and an Offer to Seller and complied with the provisions of this Section 11.06. It is
agreed that the provisions of this Section 11.06 shall apply not only to sales of the Undeveloped
Tracts, but also to any ground lease of any Undeveloped Tract by Purchaser for a term of twenty
(20) years or longer, including any renewal or extension options (a “Long Term Ground Lease”), and
in the event of any ground lease transaction, the terminology used in the definitions of “Proposal”
and “Offer” and elsewhere herein shall be deemed to be adjusted accordingly to refer to a lease
transaction instead of a sale transaction, and the terms “purchase price” or “price” will be deemed
to mean all rents and other charges to be imposed upon the lessee thereunder.




          (d) If Seller receives a Proposal and an Offer covering any Undeveloped Tract (the “Relevant
Property”) as provided in the preceding paragraph, but for any reason fails to accept the Offer in
writing within fifteen (15) days after Seller’s receipt of the Offer, then Purchaser will be
entitled to sell the Relevant Property to the other prospective purchaser named in the Proposal (or
any of its affiliates) for a price equal to or greater than the price set forth in the Proposal and
otherwise on the terms set forth in the Proposal or on other terms which, when considered in the
aggregate, are not materially less favorable to Purchaser; provided, that the closing of such sale
occurs within 180 days after the date of Seller’s receipt of the Offer from Purchaser. Any such
sale to the other prospective purchaser will be subject to the Permitted Encumbrances, which for
purposes of this Section 11.06 shall include the restrictions set forth in the Deed and the
Repurchase Option set forth in Section 11.05; but any such sale will not be subject to any rights
reserved by Seller in this Section 11.06. However, if such sale to the other prospective purchaser
does not close within 180 days after the date of Seller’s receipt of the Offer from Purchaser, then
the rights reserved by this Section 11.06 shall continue in effect with respect to the subject
Undeveloped Tract. If, however, Seller accepts Purchaser’s Offer within such fifteen (15) day
period, Purchaser must cause a sales contract (the “Repurchase Contract”) to be prepared in
substantially the form attached hereto as Exhibit “F”, but providing for the sale of the
Relevant Property to Seller on the Proposed Terms. Purchaser may terminate Seller’s rights under
this Section 11.06 (as to the subject Undeveloped Tract, but not as to any remaining Undeveloped
Tracts) if Seller fails to execute such a Repurchase Contract within ten (10) days after the same
is submitted to Seller by Purchaser, provided the Repurchase Contract is consistent with the
requirements of this Section 11.06 in all material respects.




          (e) As used in this Section 11.06, the “Proposed Terms” will mean the purchase price and
general business terms outlined in the Proposal submitted to Seller with Purchaser’s Offer to sell
the Relevant Property; provided, however, that notwithstanding anything to the contrary in the Proposal or the form of sales contract attached as Exhibit F,
the following will be included in the Proposed Terms and made part of any Repurchase Contract:




               (1) Under no circumstances will Purchaser be required to provide seller financing to Seller,
even if Purchaser is willing to provide such financing to another prospective purchaser. Further,
under no circumstances will Seller be required to accept the Relevant Property subject to any
Qualified Mortgage, or to assume any Qualified Mortgage, and Purchaser will be required at its
expense to obtain the release of the Relevant Property from any Qualified Mortgage on or before the
closing of the Repurchase Contract.




West Plano Land — Diodes Contract of Sale




23











 





               (2) Purchaser will, subject to the closing conditions applicable under the Repurchase
Contract, convey the Relevant Property to Seller by Special Warranty Deed (prepared from the State
Bar of Texas form), subject only to Permitted Encumbrances and any other Identified Encumbrances
(as defined in the form of Repurchase Contract attached as Exhibit F).



               (3) As set forth in the form of Repurchase Contract attached as Exhibit F, the sale
will be subject to a thirty (30) day feasibility or inspection period and to Seller’s receipt of an
acceptable title insurance commitment and survey. If, however, Seller elects to terminate the
Repurchase Contract as therein provided (other than by reason of a default by Purchaser), Purchaser
will be free to sell the Relevant Property or any portion thereof to another purchaser without
first offering the Relevant Property for sale to Seller.



               (4) Closing under the Repurchase Contract will be scheduled on the first business day
following fifteen (15) days after expiration of the inspection period under the Repurchase
Contract. Closing will take place at the Dallas or Plano offices of the Title Company.



               (5) Seller will be required, as a condition to its rights under the Repurchase Contract, to
deposit earnest money with the title company equal to one percent (1%) of the purchase price for
the Relevant Property no later than five days after execution of the Repurchase Contract.



               (6) In the case of any Offer submitted for a Long Term Ground Lease, the Offer must include a
proposed form of ground lease. Also, the form of Repurchase Contract attached as Exhibit F
must be revised to provide for delivery at closing of the Long Term Ground Lease, in the form
included with the Offer, in lieu of a deed from Purchaser to Seller.



               (7) All matters not expressly and specifically covered in this Section 11.06 or the Proposal
(for example, representations or disclaimers of the seller as to the condition of the Relevant
Property) will, for the purposes of determining the Proposed Terms, be the same as set forth in the
form of contract attached as Exhibit “F”.



          (f) If Seller enters into a Repurchase Contract and fails to close the purchase of the
Relevant Property in a timely manner for any reason other than Purchaser’s default under the
Repurchase Contract (including any failure to close because of title objections by Seller), Seller
will have no further rights under this Section 11.06 as to the Relevant Property covered by the
Repurchase Contract; although Seller’s rights under this Section 11.06 shall continue with respect
to all remaining Undeveloped Tracts. Under no circumstances will Purchaser be required to incur any
cost to cure any title or other objections by Seller in connection with any sale of the Relevant
Property, except in connection with any Qualified Mortgage or other liens securing indebtedness,
which Purchaser shall be obligated to obtain the release of at its expense on or before the closing
under the Repurchase Contract.




          (g) As provided in the paragraph (h) below, Seller’s rights under this Section 11.06 will not
apply to any grant of a lien or conveyance or assignments made in any Qualified Mortgage, whether
such Qualified Mortgage exists now or is executed in the future by Purchaser,




West Plano Land — Diodes Contract of Sale





24









 







nor will it apply to any foreclosure or other exercise of remedies under any Qualified
Mortgage or any conveyance in lieu thereof. However, any existing or future Qualified Mortgage will
be subject and subordinate to Seller’s rights under this Section 11.06, and thus any such
foreclosure will not cut off or terminate the rights reserved by Seller in this Section 11.06 as to
future sales or conveyances of the property sold at the foreclosure.




          (h) Seller’s rights under this Section 11.06 will not apply to, and thus Purchaser will not be
required to deliver any Proposal or Offer to Seller in connection with or by reason of any of, the
following:




               (1) the execution of any Qualified Mortgage or foreclosure of the lien of any Qualified
Mortgage or any conveyance in lieu of such a foreclosure (however, Seller’s rights under this
Section 11.06 will survive any such foreclosure or conveyance in lieu of foreclosure and the
transferee will acquire the applicable property subject to Seller’s rights under this Section
11.06);



               (2) any conveyance or transfer to any entity that controls, is controlled by or is under
common control with Purchaser, including any subsidiary of Purchaser (however, Seller’s rights
under this Section 11.06 will survive any such conveyance or transfer and the transferee will
acquire the applicable property subject to Seller’s rights under this Section 11.06);



               (3) any condemnation or conveyance in lieu thereof;



               (4) any conveyance or transfer of any Undeveloped Tract which is made or to be made together
with or as a condition to transfers of significant assets of Purchaser (other than another
Undeveloped Tract) (however, Seller’s rights under this Section 11.06 will survive any such
conveyance or transfer and the transferee will acquire the applicable property subject to Seller’s
rights under this Section 11.06); or



               (5) any grant of an easement which is appurtenant to or will otherwise benefit any land owned
by Purchaser or any of its affiliates or any occupant of any such land.



          (i) The provisions of this Section 11.06 shall survive the Closing, and at Closing, Seller and
Purchaser shall execute a Memorandum of Right of First Offer and Right of First Refusal in the form
of Exhibit “G” attached hereto to be recorded immediately following the recordation of the
Deed.




     11.07 Notice to Purchaser. Seller hereby advises Purchaser to obtain an owner
policy of title insurance for the Property or have an abstract of title covering the Property
examined by an attorney selected by Purchaser.



     11.08 Notices. Any notice or other communication required, permitted, or
contemplated by this Contract (“Notice”) must be in writing and may be given by (a) United States
Mail, postage prepaid, registered or certified mail, return receipt requested; (b) a recognized,
bonded, national, overnight courier service; or (c) sent by telecommunication (“Fax”) during normal
business hours which shall be deemed delivered on the day sent, provided the original notice is



West Plano Land — Diodes Contract of Sale




25









 







received by the addressee after being sent by a nationally recognized, overnight courier within
one business day of the Fax. Notice shall be deemed delivered (x) by United States Mail on the
earlier of (i) three (3) business days after deposited in the United States Mail or (ii) when
actually delivered (as evidenced by the return receipt); or (y) by overnight courier, one (1)
business day after deposit with such courier, all addressed as follows:




	 	 	 	 	 
	 

	 	SELLER:
	 	West Plano Land Company, LP
	 

	 	 	 	Attn: Mark C. Allyn
	 

	 	 	 	2001 Ross Avenue, Suite 3300
	 

	 	 	 	Dallas, TX 75201
	 

	 	 	 	Phone: 214/863-3640
	 

	 	 	 	Fax: 214/863-4493
	 
	 	 	 	 
	 

	 	With a copy to:
	 	CB Richard Ellis
	 

	 	 	 	Attn: David Reed
	 

	 	 	 	2100 Ross Avenue, Suite 400
	 

	 	 	 	Dallas, Texas 75201
	 

	 	 	 	Phone: 214/979-6100
	 

	 	 	 	Fax: 214/979-6134
	 
	 	 	 	 
	 

	 	With a copy to:
	 	Powell Coleman & Arnold LLP
	 

	 	 	 	Attn: Michael L. McCoy
	 

	 	 	 	8080 North Central Expressway, Suite 1380
	 

	 	 	 	Dallas, Texas 75206
	 

	 	 	 	Phone: 214/890-7117
	 

	 	 	 	Fax: 214/373-8768
	 
	 	 	 	 
	 

	 	 	 	Attn: Christy L. Fields
	 

	 	 	 	15601 Dallas Parkway, Suite 600
	 

	 	 	 	Addison, Texas 75001
	 

	 	 	 	Phone: 469/341-2465
	 

	 	 	 	Fax: 214/655-1610
	 
	 	 	 	 
	 

	 	PURCHASER:
	 	Diodes Incorporated
	 

	 	 	 	Attn: Rick White, Senior Vice President
	 

	 	 	 	15660 N. Dallas Parkway, Suite 850
	 

	 	 	 	Dallas, Texas 75248
	 

	 	 	 	Phone: 95-2039518
	 

	 	 	 	Fax: 972/385-2315
	 
	 	 	 	 
	 

	 	With a copy to:
	 	Friedman & Feiger LLP
	 

	 	 	 	Attn: Gary E. Day
	 

	 	 	 	5301 Spring Valley Road, Suite 200
	 

	 	 	 	Dallas, Texas 75254
	 

	 	 	 	Phone: 972/788-1400
	 

	 	 	 	Fax: 972/776-5313






West Plano Land — Diodes Contract of Sale




26









 







Notice given in any other manner shall be deemed delivered when actually received. Either party may
change its address by giving the other party five (5) days’ advance written notice of such change.
Notices sent by a party’s attorney shall constitute notice from the applicable party.




     11.09 Time of the Essence. Time is of the essence in the performance of this
Contract.



     11.10 Attorneys Fees. If Seller or Purchaser employs an attorney to enforce
any rights or remedies hereunder, the prevailing party shall be entitled to recover from the other
party reasonable attorneys’ fees and court costs. The obligations of the parties set forth in this
Section 11.09 shall survive the termination or closing of this Contract.



     11.11 Performance of the Contract. The obligations of the parties hereto are
performable in Collin County, Texas. This Contract shall be construed and interpreted in accordance
with the laws of the State of Texas.



     11.12 Entire Agreement. This Contract constitutes the entire agreement between
Seller and Purchaser with respect to the sale and purchase of the Property. This Contract
supersedes all prior representations, understandings, or agreements (whether oral or written) with
respect to the subject matter hereof. Except as provided in Section 11.17 below, this Contract
cannot be amended or modified except by a written instrument signed by both Seller and Purchaser.



     11.13 Multiple Originals. This Contract may be executed in multiple original
counterparts. Each counterpart shall be deemed an original, and when the counterparts are taken
together, they shall be deemed to be one and same instrument. This Contract may be executed via
facsimile or by sending copies of the executed Contract via email followed by regular mail of the
originals and shall be considered executed and binding upon receipt of the fax or email of the
signature page of the last of the party’s signature to this Contract.



     11.14 Severability. If any provision of this Contract is held to be invalid,
illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any
other provision of this Contract, and the remainder of this Contract shall be construed and
interpreted as if such invalid, illegal, or unenforceable provision had never been contained
herein.



     11.15 Time Periods. Unless otherwise specified, any time period or deadline
provided in this Contract shall be measured in Calendar days. If any such time period or deadline
expires on a Saturday, Sunday, or legal holiday recognized by the State of Texas, such time period
or deadline shall be extended to the first business day thereafter.



     11.16 Independent Contract Consideration. Seller acknowledges that
contemporaneously with the execution of this Contract, Purchaser has delivered to Seller $50.00.
Such amount has been bargained for as consideration for Purchaser’s exclusive option to purchase
the Property and for Seller’s execution of this Contract. Such amount is in addition to the Earnest
Money, is non-refundable, and shall be retained by Seller notwithstanding any other provision of
this Contract.



     11.17 Condemnation. If during the pendency of this Contract and prior to
Closing, condemnation proceedings are commenced with respect to all or any portion of the Property,



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Seller shall immediately notify Purchaser. In such event, Purchaser may, at its option, either (i)
elect to terminate this Contract by written notice to Seller within ten (10) business days
after receipt by Purchaser of such notice; whereupon, the Earnest Money shall be immediately
returned to Purchaser, and, except for the Surviving Obligations, neither party shall have any
further rights, obligations, or remedies under this Contract, or (ii) elect to close the
transaction, in which event, Purchaser shall be entitled to all proceeds of any award or payment in
lieu thereof resulting from such proceedings, and the Purchase Price will be paid in full by
Purchaser at Closing. In the event that Purchaser elects to close the transaction, Seller shall
assign to Purchaser at Closing such rights which Seller might have with respect to any condemnation
award or payment in lieu thereof.




     11.18 Substitution of Legal Description. When the Survey has been prepared and
approved or deemed to be approved by Purchaser in accordance with the provisions of Section 5, the
legal description of the Property set forth thereon shall be substituted for the description set
forth on Exhibit “A” attached hereto, and this Contract shall be deemed automatically
amended by such substitution.



     11.19 Survival. The provisions of this Contract that are expressly stated to
survive Closing, or termination of this Contract and those obligations of the parties hereto that
by their own terms are performable after Closing shall survive the Closing and are referred to
herein as “Surviving Obligations.” The representations and warranties of Seller and Purchaser set
forth in Section 7.01 and Section 7.04 hereof shall survive Closing for a period of one year and
are included within the Surviving Obligations.



     11.20 Interpretation. Where required for proper interpretation, words in the
singular shall include the plural, and words of any gender shall include all genders. The
descriptive headings of the sections of this Contract are for convenience only and shall not
control or affect the meaning of construction of any of the provisions hereof.



     11.21 Waiver. No waiver by either party of any of its rights or remedies
hereunder shall be considered a waiver of any other or subsequent right or remedy. No waiver by
either party of any of its rights or remedies hereunder shall be effective unless evidenced by a
written instrument executed by the waiving party.



     11.22 Memorandum of Contract; Confidentiality. Neither party shall record a
memorandum of this Contract in the real property records of the county in which the Property is
located. The parties agree that the existence of this Contract along with its terms and conditions
and all prior negotiations between the parties with regard to the Property, shall be kept
confidential by the parties and shall not be disclosed to any third party except to the Title
Company, the parties’ brokers and legal representatives, prospective financing sources of
Purchaser, and such other third parties who have a specific need to know such information and
except as may be required by applicable law. The information given to all third parties shall be
limited to such information as is necessary for the carrying out of their duties with regard to the
sale and purchase of the Property under this Contract. All media releases, public announcements and
public disclosures by Purchaser or Purchaser’s Representatives shall be coordinated with and
approved in writing by Seller prior to the release thereof. Except for any announcement intended
solely for internal distribution by Purchaser or any disclosure required by legal,



West Plano Land — Diodes Contract of Sale




28









 







accounting or
regulatory requirements beyond the reasonable control of Purchaser, all media releases, public
announcements or public disclosures (including, but not limited to, promotional or marketing
material) by Purchaser or its employees or agents relating to this Contract or its subject matter,
or including the name, trade name, trade mark, or symbol of Seller or any affiliate of Seller,
shall be coordinated with and approved in writing by Seller prior to the release thereof. Purchaser
shall not represent directly or indirectly that any contract or any service provided by Purchaser
to Seller has been approved or endorsed by Seller or include the name, trade name, trade mark, or
symbol of Seller or any affiliate of Seller without Seller’s express written consent.




     11.23 Termination of Offer. This document, when first signed by either party,
represents an offer to sell or purchase the Property, as the case may be, that shall automatically
expire (without any further notice from or action by such party) in fifteen (15) days unless it is
signed by both parties within such period.



     11.24 Conveyance Plat. It is understood and acknowledged that Purchaser, at
its sole cost and expense, will seek to obtain approval of a conveyance plat for the Property
meeting the requirements of the Subdivision Ordinance of the City of Plano, Texas in accordance
with (i) the boundary of the Property shown on the Survey and (ii) all applicable laws (the
“Conveyance Plat”) prior to the Closing, although the approval of a Conveyance Plat shall not be a
condition to the Closing hereunder. Seller agrees to cooperate, at no expense to Seller, by
providing all necessary signatures and taking other necessary actions to assist Purchaser in
applying for and obtaining approval of the Conveyance Plat. Purchaser acknowledges that
development of the Property cannot occur absent an approved and recorded Conveyance Plat and
compliance with the other platting and development requirements of the City of Plano.



     11.25 Development Management Agreement. As part of the consideration for this
contract, Purchaser and Trammell Crow Company, or its affiliate designee, (the “Development
Manager”) have agreed to execute and deliver a Development Management Agreement (the “Development
Agreement”) providing for a fee to the Development Manager equal to 7.5% of the hard costs and
managed soft costs (excluding the Purchase Price for the Property) for oversight of the design and
construction of the office headquarters building over a design and construction period to
substantial completion estimated to be 15 months, with any time and services provided by the
Development Manager in excess of 15 months and not resulting solely by a breach by the Development
Manager of the Development Agreement to be compensated by an additional fee of $1,000 per day
payable to the Development Manager. The parties to the Development Agreement will negotiate in
good faith to reach mutual agreement on the terms and form of the Development Agreement prior to
the commencement of any construction on the Property by Purchaser and in any event no later than
the Construction Commencement Deadline. The obligations under this Section 11.25 shall survive
Closing and may be enforced by the parties and the Development Manager.



[SIGNATURE PAGES FOLLOW]




West Plano Land — Diodes Contract of Sale




29









 








     IN WITNESS WHEREOF, Seller and Purchaser have executed this Contract as follows:



	 	 	 	 	 
	 	SELLER:



WEST PLANO LAND COMPANY, LP,

a Delaware limited partnership

 	 
	 	By:  	West Plano Land Company — GP LLC,
 	 
	 	 	a Delaware limited liability company, 	 
	 	 	its sole general partner 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Mark C. Allyn 	 
	 	 	President	 
	 	 	 	 
	 	Date:

                               , 2008 	 
	 



[SIGNATURES CONTINUE ON FOLLOWING PAGE]




West Plano Land — Diodes Contract of Sale




 









 








	 	 	 	 	 
	 	PURCHASER:



DIODES INCORPORATED,

a Delaware corporation

 	 
	 	By:  	 	 
	 	 	Richard D. White 	 
	 	 	Sr. VP — Finance	 
	 	 	 	 
	 	Date:
                                                     , 2008 	 
	 



[SIGNATURES CONTINUE ON FOLLOWING PAGE]


West Plano Land — Diodes Contract of Sale




 









 







TITLE COMPANY (FOR THE SOLE PURPOSE OF ACKNOWLEDGING RECEIPT OF A FULLY EXECUTED COPY OF THIS
CONTRACT AND AGREEING TO HOLD AND DISBURSE THE EARNEST MONEY AND ANY OTHER FUNDS RECEIVED BY IT IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS CONTRACT):




	 	 	 	 	 	 	 	 	 
	REPUBLIC TITLE OF TEXAS, INC.
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	Title:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	Date:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SELLER’S BROKER (FOR THE SOLE PURPOSE OF

ACKNOWLEDGING SECTION 11.01)
	 
	 	 	 	 	 	 	 	 
	CB RICHARD ELLIS, INC.
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	Title:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	Date:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	PURCHASER’S BROKER (FOR THE SOLE PURPOSE OF

ACKNOWLEDGING SECTION 11.01)	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	JAN’S REALTY, INC.	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	Title:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	Date:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 





West Plano Land — Diodes Contract of Sale





 









 








EXHIBIT “A”




DESCRIPTION OF PROPERTY










A-1 









 








EXHIBIT “B”




SPECIAL WARRANTY DEED




GRANTEE’S ADDRESS:




Diodes Incorporated

15660 North Dallas Parkway, Suite 850

Dallas, Texas 75248



NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL
OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE
IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE
NUMBER.




SPECIAL WARRANTY DEED




	 	 	 	 	 
	THE STATE OF TEXAS

	 	§	 	 
	 

	 	§
	 	KNOW ALL MEN BY THESE PRESENTS
	COUNTY OF COLLIN

	 	§	 	 






     THAT, WEST PLANO LAND COMPANY, LP a Delaware limited partnership (“Grantor”), for and in
consideration of the sum of Ten and No/100 Dollars ($10.00) cash in hand paid by Diodes
Incorporated, a Delaware corporation, with an address of 15660 North Dallas Parkway, Suite 850,
Dallas, Texas 75248 (“Grantee”) and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by Grantor, has GRANTED, BARGAINED, SOLD, and
CONVEYED, and by these presents does GRANT, BARGAIN, SELL, and CONVEY unto Grantee, the real
property more particularly described on Exhibit “A” attached hereto, together with all
improvements, rights, appurtenants, and hereditaments located thereon (the “Property”).



     This conveyance is being made by Grantor and accepted by Grantee subject to those certain
title exceptions set forth in Exhibit “B” attached hereto and made a part hereof for all
purposes, but only to the extent that such exceptions are valid, existing, and, in fact, affect the
Property. Property taxes having been adjusted between Grantor and Grantee and appropriate payments
or credits having been made to Grantee, Grantee assumes and shall be responsible for payment of all
property taxes, including but not limited to all “rollback” or similar property taxes.



B-1 









 





     The Property is sold and conveyed in its “AS IS, WHERE IS” condition, without any warranty,
express or implied, of habitability or fitness for a particular purpose, or any other warranty or
assurance, it being understood and agreed that Grantee acquires the Property subject to any and all
defects.



Deed Restrictions




     Grantee will construct, occupy and operate improvements on the Property for use as an office
headquarters building for Purchaser and to be substantially occupied by Purchaser or its successor
and its employees and ancillary uses associated with such office headquarters use that primarily
serve and benefit the occupants in the improvements on the Property (e.g. tenant employee
cafeteria, deli, gift shop, lobby banking, etc.) Without limiting the foregoing, it is specifically
agreed that the Property may not be used for (i) commercial office building development (as
hereafter defined) other than an office for the headquarters of Grantee, its employees and
successors, (ii) any retail intended to serve and benefit the general public, or motor or
drive-through banking, (iii) restaurant (intended to primarily serve and benefit the general public
outside of the occupants of the improvements on the Property), (iv) hotel, (v) town home and
multi-family residential development, (vi) free-standing restaurant and/or retail pads, and (vii)
medical office condominiums. For purposes hereof, “commercial office building development” shall
mean any building or combination of buildings and other amenities which is used for office purposes
other than an office for the headquarters of Grantee, its employees and successors, not exceeding
three stories in height [and with no more than twenty percent (20%) of the leasable area in the
building being leased to third parties not owned or controlled by, or under common control with,
Grantee. Further, any office headquarters building constructed on the Property must otherwise be
incompliance with the Declarations applicable to the Property (and thus shall be subject to
approval by the Legacy Association’s Design Review Board) and must be designed and constructed with
an exterior appearance at least comparable to first class office buildings on other properties in
the vicinity of the Property. These restrictions will be binding upon, and will be a covenant
running with the land as to the Property and will remain in effect until the earlier of (a)
recordation in the real property records of Collin County, Texas of a written release of this
covenant executed by Grantor and Grantee or (b) fifteen (15) years after the date of this deed;
provided, however, notwithstanding the foregoing, the restriction prohibiting commercial office
building development other than an office headquarters of Grantee not to exceed three stories in
height and the restrictions on leasing to unaffiliated third parties will remain in effect only
until the earlier of (i) recordation in the real property records of Collin County, Texas of a
written release of such commercial office building development restriction or (ii) ten (10) years
after the date of this deed.



     TO HAVE AND TO HOLD the Property, together with, all and singular, the rights and
appurtenances thereto in anywise belonging, to Grantee and Grantee’s heirs, executors,
administrators, legal representatives, successors, and assigns forever, and subject to the
exceptions set forth on the attached Exhibit “B”, Grantor does hereby bind Grantor and
Grantor’s heirs, executors, administrators, legal representatives, successors, and assigns, against
every person whomsoever lawfully claiming or to claim the same, or any part thereof by, through, or
under Grantor, but not otherwise.



B-2 









 





EXECUTED to be effective _______________, 2008.




	 	 	 	 	 
	 	GRANTOR:



WEST PLANO LAND COMPANY, LP,

a Delaware limited partnership

 	 
	 	By:  	 West Plano Land Company — GP LLC,
 	 
	 	 	a Delaware limited liability company, 	 
	 	 	its sole general partner 	 



	 	 	 	 	 
	 	By:  	
 	 
	 	 	Mark C. Allyn 	 
	 	 	President 	 
	 



	 	 	 
	THE STATE OF TEXAS

	 	§
	 

	 	§
	COUNTY OF DALLAS

	 	§






     This instrument was acknowledged before me on                     , 200__ by Mark C. Allyn,
President of West Plano Land Company — GP LLC, a Delaware limited liability company, sole general
partner of West Plano Land Company, LP, a Delaware limited partnership, on behalf of said limited
partnership.



	 	 	 
	 

	 	Notary Public in and for the State of Texas
	 

	 	Printed Name:                                                             
	 
	 	 
	 

	 	My Commission Expires:                                         






B-3 









 






EXHIBIT “A” TO THE SPECIAL WARRANTY DEED




PROPERTY DESCRIPTION




B-4 









 





EXHIBIT “B” TO THE SPECIAL WARRANTY DEED




PERMITTED EXCEPTIONS





B-5 











 





EXHIBIT “C”




ESTOPPEL CERTIFICATE




     THIS ESTOPPEL CERTIFICATE (this “Certificate”) dated as of                     , 20___, is executed
and delivered by LEGACY ASSOCIATION, a Texas non-profit corporation (“Association”), to and in
favor of                                         , a                      (“Purchaser”).



RECITALS




     1. The property (the “Property”) more particularly described on Exhibit A attached
hereto is the subject of a contract for the purchase and sale of real
estate by and between                                         
 (“                    ”) and Purchaser (the “Contract”).



     2. Purchaser requires, as a condition to such acquisition, that the Association execute and
deliver this Certificate.



     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged and confessed, the Association hereby represents and warrants to, and covenants
and agrees with, Purchaser as follows:



     As of the date hereof, all fees, assessments and charges to the Property and the owner thereof
have been or shall be paid in full and thereafter there shall remain no unpaid assessments levied
against the Property except as set forth in Paragraph 4 below.



     As of the date hereof, no default or event of default currently exists by the current owner
with respect to the Property, and the Association has no claim or lien against the Property or its
owner with respect to the Property which is not satisfied.



     The use of the Property is currently in compliance with the existing Association Declaration
and the covenants, conditions and restrictions affecting the Property.



     The Regular Assessment (as defined in the Association Declaration) for the Property for
calendar year 2008 is $                     per gross acre, based upon                      gross acres. The last
payment by the existing owner of the Property of its Regular
Assessment for
                      
quarter 20___ was made on
                    , 20___. The ___ quarter 20___ Regular Assessment has not yet been invoiced and
is not yet due and payable. The Association will invoice Purchaser for the full amount of the
                      
quarter 20___ Regular Assessment due for the Property on or about                      20___, which will
be due and payable in
                     20___. Purchaser’s estimated                       quarter 20___ Regular Assessment
is approximately
$                    .



     The Special Member Assessment (as defined in the Association Declaration) for the Property for
calendar year 20___is $ N/A. The last payment by the current owner of the Property of its Special
Member Assessment was made on N/A. The next scheduled payment owner of the Property of its Special
Member Assessment is $ N/A.



     As of the date of this Certificate, the Association maintains a reserve fund pursuant to
Section 3.5 of the Association Declaration, which reserve fund currently equals $                     as
of the                       Quarter 20___.



C-1









 





     The current owner of the Property is a Class A Member (as defined in the Association
Declaration) and will be entitled to one (1) vote per acre based on an estimated                       gross
acres. The Class B Member (as defined in the Association Declaration) status formerly held by
Electronic Data Systems Corporation has terminated and no other party is a Class B Member or has
the right to become a Class B Member.



     The Property comprises approximately                       % of the entire property subject to the
Association.



     The undersigned has all necessary power and authority to execute and deliver this Certificate
without the joinder of any other person or entity and the individual signing this Certificate on
behalf of the Association is fully authorized and empowered to do so and to bind the Association
and the Association’s Board of Directors to the matters set forth in this Certificate.



     This Certificate shall inure to the benefit of Purchaser and its successors and assigns. This
Certificate shall not be deemed to alter or modify any of the terms and conditions of the
Association Declaration or covenants, conditions and restrictions that affect the Property.



SIGNATURE PAGE FOLLOWS




C-2









 








     EXECUTED AND DELIVERED as of the date first above written.



	 	 	 	 	 
	 	ASSOCIATION:


LEGACY ASSOCIATION,

a Texas non-profit corporation

 	 
	 	By:  	 	 
	 	 	Name:  	Patrick J. McInroe 	 
	 	 	Its:        President 	 
	 



	 	 	 
	STATE OF TEXAS



COUNTY OF COLLIN

	 	§

§

§






     This
instrument was acknowledged before me on the
        day of                     20___, by
Patrick J. McInroe, President of Legacy Association, a Texas non-profit corporation, on behalf of
said Association.


_______________________________________________

Notary Public in and for the State of Texas



Printed
Name: _____________________



My Commission Expires: _____________




C-3









 








Exhibit “A” to Estoppel Certificate




The Property




C-4









 





EXHIBIT
“D”


FORM OF MEMORANDUM OF REPURCHASE OPTION




	 	 	 
	THE STATE OF TEXAS



COUNTY OF COLLIN

	 	§

§

§






     THIS
MEMORANDUM OF OPTION AGREEMENT is made this
_________ day of
_________ 200_, by and
between WEST PLANO LAND COMPANY, LP, a Delaware limited partnership (“West Plano”), and DIODES
INCORPORATED, a Delaware corporation (“Diodes”), on the terms and conditions hereinafter set forth.



     WHEREAS, pursuant to Section 11.05
of that certain Contract for the Purchase and Sale of Real
Estate dated _________, 2008 by and between West Plano, as Seller, and Diodes, as Purchaser,
(the “Contract”) Diodes has granted to West Plano an option to repurchase the Property (as defined
in the Contract and herein so called) with respect to the tract of land more particularly described
on Exhibit A attached hereto and made a part hereof, in accordance with the terms and
conditions of the Contract.



     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Diodes and West Plano hereby provide public notice of the options to
repurchase the Property granted by Diodes to West Plano pursuant to the Contract. If the option to
repurchase the Property expires or terminates in accordance with the terms of the Contract this
Memorandum shall terminate and be null and void. Following any such termination, West Plano shall
promptly after a request made by Diodes execute a termination of this Memorandum (in recordable
form) if this Memorandum terminates as described above.



     Information concerning the Contract may be obtained by contacting West Plano Land Company, LP,
Attention: Mark C. Allyn, 2100 Ross Avenue, Suite 400, Dallas, Texas 75201.



(SIGNATURE PAGES FOLLOW)




D-1









 








     Effective as of the day and year set forth above.



WEST PLANO:


WEST PLANO LAND COMPANY, LP,

a Delaware limited partnership





				
	 	By:	 	West Plano Land Company — GP LLC,

a Delaware limited liability company,

its sole general partner






	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Mark C. Allyn 	 
	 	 	President 	 
	 



	 	 	 
	THE STATE OF TEXAS



COUNTY OF __________

	 	§

§

§






     This
instrument was acknowledged before me on
_________, 200_ by Mark C. Allyn,
President of West Plano Land Company — GP LLC, a Delaware limited liability company, sole general
partner of West Plano Land Company, LP, a Delaware limited partnership, on behalf of said limited
partnership.


Notary Public in and for the State of Texas


Printed Name: __________________________



My Commission Expires: __________________





D-2









 







DIODES:



DIODES INCORPORATED,

a Delaware corporation




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Richard D. White 	 
	 	 	Sr. VP — Finance 	 
	 



	 	 	 
	THE STATE OF TEXAS



COUNTY OF ________

	 	§

§

§






     This
instrument was acknowledged before me on _________, 2008
by _________,
_________ of Diodes incorporated,
a _________ corporation, on behalf of said corporation.


Notary Public in and for the State of Texas


Printed Name: ____________________________



My Commission Expires: ____________________





D-1









 








EXHIBIT
“E”


[Intentionally Omitted]





E-1











 






EXHIBIT “F”




FORM OF CONTRACT OF SALE

(FOR USE UPON GRANTOR’S EXERCISE OF ITS RIGHT OF FIRST REFUSAL)




 







[SELLER]

[SELLER’S ADDRESS]




 
         
                                                                   , 20___




[BUYER]

[BUYER’S ADDRESS]

Attn.:                                        





				
	 	Re:	 	Sale of approximately ____ acres of land in Collin County,
Texas, shown or described on Exhibit A attached hereto and the
improvements thereon, if any (the “Relevant Property”)






Ladies and Gentlemen:



This letter confirms the agreement of [SELLER NAME] (“Seller”) to sell the Relevant Property
referenced above to [BUYER NAME] (“Buyer”) if certain contingencies are resolved or waived as
described below. Buyer and Seller agree that the sale will be governed by the following terms and
conditions




1) Price and Other Terms and Conditions.




     (A) Purchase Price. The purchase price for the Relevant Property (the “Purchase Price”) will
be $                    .



     (B) Earnest Money: $                     of earnest money (the “Earnest Money”) will be deposited by Buyer
with [Name and Address of Title Company] (the “Title Company”). Upon any termination of this
agreement which is effective prior to the expiration of the Inspection Period described below, $100
of the Earnest Money will be paid to Seller, as consideration for this agreement, and the remainder
of the Earnest Money will be promptly refunded to Buyer. Otherwise, at closing, the Earnest Money
will be applied to the Purchase Price. So long as the Title Company holds the Earnest Money, the Title Company will be



F-1









 





[Name of Buyer]

[Date]

Letter Agreement — Page 2



expected to keep the Earnest
Money invested as reasonably requested by Buyer; provided, Buyer has notified the Title Company and
Seller of Buyer’s federal tax ID#. Any interest earned on the Earnest Money will be reported as
income by Buyer for income tax purposes. For purposes of this agreement, however, such interest
will be added to (and applied in accordance with this agreement as) Earnest Money.




     (C) Date and Place for Closing. Closing of the sale will occur in the offices of the Title
Company no later than 15 days after the end of the Inspection Period (as defined below). Time is of
the essence.



[NOTE: The next two subparagraphs are subject to any adjustments indicated by the Proposal.]




     (D) Closing Costs. Ad valorem taxes and any other ongoing expenses related to the Relevant
Property will be prorated at closing, based upon the best estimates available if actual amounts
cannot yet be determined. However, any “rollback” taxes or other taxes to be paid after closing for
any period prior to closing because of a change in ownership or use of the Relevant Property will
be for the account of Seller and will be credited against the Purchase Price. Further, any such
“rollback” taxes will be computed as if use of the Relevant Property will change to commercial uses
immediately after closing. Buyer and Seller will each pay its own attorneys’ fees. Seller will also
pay the basic premium for the owner’s title insurance policy required in favor of Buyer by this
agreement; but the additional premium (if any) required because of any special endorsements or
modifications to the policy (including the “survey deletion”) required by Buyer will be paid by
Buyer.



     (G) “AS IS” Sale. The Relevant Property is to be sold and conveyed “AS IS” without any
representation or warranty by Seller, except (1) the title warranties in the special warranty deed
to be delivered by Seller as provided below, (2) the representations concerning Seller’s tax status
in the non-foreign certificate to be delivered by Seller as provided below, and (3) that Seller
does make the following representations to Buyer, subject to any contrary information known to or
discovered by Buyer during the Inspection Period:




	 	(a)	 	Seller has not, except as may be disclosed in written materials delivered to
Buyer as provided in paragraph 2(C) below, been notified of any violation of
environmental laws concerning the Relevant Property.

	 
	 	(b)	 	There are no judicial or administrative actions, suits or proceedings pending
or, to the Seller’s knowledge, threatened against or affecting Seller concerning the






F-2









 










[Name of Buyer]

[Date]

Letter Agreement — Page 3





     Relevant Property, including any such actions, suits or proceedings for the
condemnation of any part of the Relevant Property.




	 	(c)	 	There are no parties in possession of the Relevant Property, except as
permitted under any existing agricultural lease which can be terminated without cost by
the owner of the Relevant Property on short notice.






2) Items to Be Delivered Before Closing.




     (A) Survey: If Seller has not already done so, Seller will within 10 days after the date of
this agreement provide to Buyer an updated survey of the Relevant Property (the “Survey”) prepared
and certified by a licensed, professional surveyor, showing all easements, setbacks and other
encumbrances which can be shown on a survey, and confirming the Net Area used to compute the
Purchase Price.



     (B) Title: If Seller has not already done so, Seller will within 10 days after the date of
this agreement provide to Buyer a copy of a current commitment for title insurance (the
“Commitment”), issued by the Title Company in the amount of the Purchase Price, covering the
Relevant Property, and delivered together with copies of all special title exceptions noted in the
Commitment.



     (C) Other Materials: If Seller has not already done so, Seller will within 10 days after the
date of this agreement provide to Buyer copies of (1) all environmental reports (if any) pertaining
to the Relevant Property (whether one or more, the “Report”) that Seller received when it acquired
the Relevant Property or that are otherwise be available to Seller, (2) any governmental permits
previously received by Seller regarding the use and maintenance of the Relevant Property, and (3)
any correspondence or notices from any governmental authorities or other parties that Seller has
received concerning the Relevant Property and possible or alleged violations of environmental or
other laws.


No representations of accuracy will be implied by Seller’s delivery of any Report or other
information to Buyer.




3) Items to Be Delivered At Closing.




     (A) Deed. Seller will convey its interest in the Relevant Property to Buyer by a special
warranty deed (the “Deed”), which will be expressly subject to Identified Encumbrances (as defined
below).



F-3









 





[Name of Buyer]

[Date]

Letter Agreement — Page 4




     (B) Non-foreign Certificate. Seller will deliver a certificate of non-foreign status to Buyer
at closing as needed to comply with the provisions of the Foreign Investors Real Property Tax Act
(FIRPTA).



     (C) Title Policy. At the closing, Seller will deliver to Buyer an owner’s title policy issued
by the Title Company (or written confirmation from the Title Company that it is then
unconditionally prepared to issue such a policy). The policy will be subject only to standard
printed exceptions (with the “survey deletion” made if requested by Buyer) and Identified
Encumbrances.



     (D) Title Company Certificates. Seller will deliver any evidence of authority and owner’s
affidavit that may reasonably be required by the Title Company as a condition to its delivery of
the owner’s title insurance policy to Buyer.



4) Contingencies.



The sale will be contingent upon satisfaction or wavier of each of the following conditions:




     (A) Signing and Earnest Money. Within 10 days after the date of this agreement, Buyer must
have signed and returned this agreement to Seller and must have deposited the Earnest Money with
the Title Company.



     (B) Inspection. Buyer must be satisfied with the condition and suitability of the Relevant
Property after further inspections as Buyer deems appropriate during the period that commences when
this agreement is fully executed and that ends 30 days after the date of this letter (the
“Inspection Period”). Seller will permit entry upon the Relevant Property by Buyer and its
representatives and consultants to conduct such inspections throughout the Inspection Period. If
Buyer is not satisfied during the Inspection Period for any reason whatsoever, Buyer may terminate
this agreement and receive a refund of the Earnest Money by written notice to Seller. If, however,
Buyer fails to notify Seller in writing of the termination of this agreement before the end of the
Inspection Period, Buyer will be deemed to have waived this inspection contingency.



     (C) Review of Title and Other Materials. Before the expiration of the Inspection Period, Buyer
must receive, and be satisfied with all title exceptions and other matters disclosed in, the
Survey, the Commitment and the Report or any other materials concerning the Relevant
Property delivered to Buyer by Seller. Special title exceptions listed in Schedule B of the
Commitment, as the same may be modified by the Title Company at the request of Buyer, will
constitute “Identified Encumbrances” for purposes of this agreement.



F-4









 





[Name of Buyer]

[Date]

Letter Agreement — Page 5




     (D) No Other Surprises. Nothing shall occur or be discovered after the Inspection Period and
prior to closing that could materially and adversely affect title to the Relevant Property or its
condition, and Seller must have been tendered the items which are listed above as items to be
delivered to Buyer at closing contemporaneously with Buyer’s tender of the Purchase Price.



5) Remedies.


If Buyer breaches this agreement prior to closing, Seller’s sole remedy will be to collect and
retain the Earnest Money as liquidated damages; provided, however, that Buyer must indemnify Seller
against any property damage (including damage to the Relevant Property) or bodily injury caused by
Buyer’s on-site inspections of the Relevant Property.




6) Miscellaneous.



This agreement supersedes and replaces any prior agreements between the parties concerning the
Relevant Property.



This agreement will be binding upon and inure to the benefit of the parties and their respective
successors and assigns.



To facilitate execution, this agreement may be executed in multiple identical counterparts. It will
not be necessary that the signature of, or on behalf of, each party, or that the signature of all
persons required to bind any party, appear on each counterpart. All counterparts, taken together,
will collectively constitute a single instrument. But it will not be necessary in making proof of
any of this agreement to produce or account for more than a single counterpart containing the
respective signatures of, or on behalf of, each of the parties to this agreement. Any signature
page may be detached from one counterpart and then attached to a second counterpart with identical
provisions without impairing the legal effect of the signatures on the signature page. Signing and
sending a counterpart (or a signature page detached from the counterpart) by facsimile or other
electronic means to another party will have the same legal effect as signing and delivering an
original counterpart to the other party. A copy (including a copy produced by facsimile or other
electronic means) of any signature page that has been signed by or on behalf of a party to this
agreement will be as effective as the original signature page for the purpose of proving such
party’s agreement to be bound.




F-5









 








[Name of Buyer]

[Date]

Letter Agreement — Page 6




     If the foregoing correctly sets forth your agreements, please execute a copy of this letter in
the space provided below and return the copy to Seller.



 Very truly yours,


“Seller”



__________________________________________________,
a

__________________________________________________




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




     Accepted and agreed as of the date first above written:


“Buyer”



__________________________________________________,
a

__________________________________________________




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




F-6









 








EXHIBIT “G”




FORM OF MEMORANDUM OF RIGHT OF FIRST OFFER




AND RIGHT OF FIRST REFUSAL




	 	 	 
	THE
STATE OF TEXAS


COUNTY OF COLLIN

	 	§

§

§






     THIS
MEMORANDUM OF RIGHT OF FIRST OFFER AND RIGHT OF FIRST REFUSAL is made
this _________ day of
_________, 2008, by and between WEST PLANO LAND COMPANY, LP, a Delaware limited partnership (“West
Plano”), and DIODES INCORPORATED a Delaware corporation (“Diodes”), on the terms and conditions
hereinafter set forth.



     WHEREAS, pursuant to that certain Contract for the Purchase and Sale of Real Estate dated
_________, 2008 by and between West Plano, as Seller, and , as Purchaser (the “Contract”),
Diodes has granted to West Plano a right of first offer and a right of first refusal to purchase
the Property (as defined in the Contract and herein so called) with respect to the tract of land
more particularly described on Exhibit A attached hereto and made a part hereof, in accordance with
the terms and conditions of the Contract.



     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Diodes and West Plano hereby provide public notice of the right of first offer
and right of first refusal to purchase the Property granted by Diodes to West Plano pursuant to the
Contract. If the right of first offer and right of first refusal expire or terminate in accordance
with the terms of the Contract, this Memorandum shall terminate and be null and void. Following any
such termination, West Plano shall promptly after a request made by Diodes execute a termination of
this Memorandum (in recordable form) if this Memorandum terminates as described above.



     Information concerning the Contract may be obtained by contacting West Plano Land Company, LP,
Attention: Mark C. Allyn, 2100 Ross Avenue, Suite 400, Dallas, Texas 75201.



(SIGNATURE PAGES FOLLOW)






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     Effective as of the day and year set forth above.



	 	 	 	 	 
	 	WEST PLANO:


WEST PLANO LAND COMPANY, LP,

a Delaware limited partnership

 	 




				
	 	By:	 	West Plano Land Company — GP LLC,

a Delaware limited liability company,

its sole general partner






	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Mark C. Allyn 	 
	 	 	President 	 
	 



	 	 	 
	THE STATE OF TEXAS



COUNTY OF DALLAS

	 	§

§

§






     This
instrument was acknowledged before me on _________, 2008 by Mark C. Allyn, President
of West Plano Land Company — GP LLC, a Delaware limited liability company, sole general partner of
West Plano Land Company, LP, a Delaware limited partnership, on behalf of said limited partnership.


_____________________________

Notary Public, State of Texas




____________________________________

My Commission Expires:




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DIODES:



DIODES INCORPORATED,

a Delaware corporation




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Richard D. White 	 
	 	 	Sr. VP — Finance 	 
	 



	 	 	 
	THE STATE OF TEXAS



COUNTY OF _________

	 	§

§

§






     This
instrument was acknowledged before me on _________, 2008 by Richard D. White, Sr. VP
— Finance of Diodes Incorporated, a Delaware corporation, on behalf of said corporation.


Notary Public in and for the State of Texas

Printed Name:                                                 



My Commission Expires:                              





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