Common use of Escrow Arrangements Clause in Contracts

Escrow Arrangements. An escrow for the purchase and sale contemplated by this Agreement has been opened by Seller with Title Company under its escrow number 9726690. On or before the Closing Date, Seller and Buyer shall deliver joint escrow instructions to the Title Company consistent with this Article 5 and the parties shall deposit in escrow the funds and documents described below. (a) Buyer shall deposit or cause to be deposited: (i) the balance of the cash portion of the Purchase Price ("Seller's Funds"), plus sufficient cash to pay Buyer's share of all escrow costs, prorations and closing expenses as set forth in Sections 5.3 and 5.4 below; (ii) a counterpart Assignment of Lease (as defined in subparagraph (b) (iv) below), duly executed by Buyer; (iii) a counterpart General Assignment (as defined in subparagraph (b) (ii) below), duly executed by Buyer; (iv) a counterpart Closing Statement setting forth all prorations and disbursements in respect to this transaction (the "Closing Statement"); (v) duplicate counterparts of the State of Georgia Transfer Tax Declaration in the form attached hereto as Exhibit E; and (vi) an affidavit satisfactory to the Title Company regarding payment of all commissions due in connection with the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien Act. (b) Seller shall deposit: (i) a duly executed and witnessed and notarized deed to the Real Property in the form attached to this Agreement as Exhibit F (the "Deed"); (ii) a duly executed assignment of Seller's interest in the Intangible Property in the form attached to this Agreement as Exhibit G (the "General Assignment"); (iii) a duly executed ▇▇▇▇ of sale in the form attached to this Agreement as Exhibit H (the "▇▇▇▇ of Sale"); (iv) a counterpart Assignment by Seller and assumption by Buyer of Seller's interest in the Lease affecting the Property as of the Closing Date in the form attached hereto as Exhibit I (the "Assignment of Lease"), duly executed by Seller; (v) a certificate from Seller certifying the information required by 1445 of the Internal Revenue Code and the regulations issued thereunder to establish, for the purposes of avoiding Buyer's tax withholding obligations, that Seller is not a "foreign person" as defined in Internal Revenue Code 1445(f) (3) in the form attached to this Agreement as Exhibit J (the "FIRPTA Certificate"); (vi) the duly executed estoppel certificate(s) required pursuant to Section 5.7 below; (vii) a certificate from Seller based upon an updated Inquiry Memorandum and an updated response thereto as set forth in Exhibit D-1 attached hereto, as to the status of the Seller's warranties and representations set forth in Section 4.1 (b) hereof as of a time no earlier than three (3) days prior to the Closing Date; and if this certificate discloses any new items as to the matters set forth in Section 4.1 (b) hereof which are adverse to Buyer's interests in regard to its contemplated purchase of the Property, Buyer shall have the option, to be exercised by written notice delivered by Buyer to Seller on or before the Closing Date, to terminate this Agreement and receive a full refund of all monies deposited by Buyer hereunder, or to waive such matters and proceed with the closing of the transaction contemplated herein without reduction of the Purchase Price, and in the event Buyer fails to so terminate this Agreement on or before the Closing Date, Buyer shall be deemed to have elected to close and consummate the transaction contemplated herein; (viii) an Affidavit of Title in the form attached to this Agreement as Exhibit K; (ix) an Affidavit of Seller's Residence as respects O.C.G.A. ss. 48-7-128, or other evidence reasonably satisfactory to Buyer indicating that no withholding is required by Buyer from the Purchase Price payable to Seller at Closing; (x) a letter to the tenant under the Lease in the form attached to this Agreement as Exhibit L; (xi) a counterpart Closing Statement; (xii) duplicate counterparts of State of Georgia Transfer Tax Declarations; and (xiii) an affidavit satisfactory to the Title Company regarding payment of all commissions due in connection with the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien Act.

Escrow Arrangements. An escrow for the purchase and sale contemplated by this Agreement has been opened by Buyer and Seller with Title Company under its escrow number 9726690Company. On or At least one (1) business day before the Closing Date, Seller and Buyer shall each deliver joint escrow instructions to the Title Company consistent with this Article 5 Section 6 (Escrow and Closing), and the parties shall deposit in escrow the funds and documents described below. (a) Buyer 6.1.1 Seller shall deposit (or cause to be deposited:): (i) the balance of the cash portion of the Purchase Price ("Seller's Funds"), plus sufficient cash to pay Buyer's share of all escrow costs, prorations and closing expenses as set forth in Sections 5.3 and 5.4 below; (ii) a counterpart Assignment of Lease (as defined in subparagraph (b) (iv) below), duly executed by Buyer; (iii) a counterpart General Assignment (as defined in subparagraph (b) (ii) below), duly executed by Buyer; (iv) a counterpart Closing Statement setting forth all prorations and disbursements in respect to this transaction (the "Closing Statement"); (v) duplicate counterparts of the State of Georgia Transfer Tax Declaration in the form attached hereto as Exhibit E; and (vi) an affidavit satisfactory to the Title Company regarding payment of all commissions due in connection with the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien Act. (b) Seller shall deposit: (ia) a duly executed and witnessed and notarized acknowledged grant deed in favor of Buyer from Seller with respect to the Real Property in the form attached to this Agreement as Exhibit F B (the "“Deed"”); (ii) a duly executed assignment of Seller's interest in the Intangible Property in the form attached to this Agreement as Exhibit G (the "General Assignment"); (iii) a duly executed ▇▇▇▇ of sale in the form attached to this Agreement as Exhibit H (the "▇▇▇▇ of Sale"); (iv) a counterpart Assignment by Seller and assumption by Buyer of Seller's interest in the Lease affecting the Property as of the Closing Date in the form attached hereto as Exhibit I (the "Assignment of Lease"), duly executed by Seller; (vb) a certificate from Seller certifying the information required by 1445 § 8662 of the California Revenue and Taxation Code and the regulations issued thereunder to establish that the transaction contemplated by this Agreement is exempt from the tax withholding requirements of such provisions (the “California Certificate”); (c) a certificate from Seller certifying the information required by § 445 of the Internal Revenue Code and the regulations issued thereunder to establish, for the purposes of avoiding Buyer's ’s tax withholding obligations, that Seller is not a "“foreign person" ” as defined in Internal Revenue Code 1445(f§ 445(f)(3) (3) in the form attached to this Agreement as Exhibit J (the "“FIRPTA Certificate"”);; and (vid) such other documents reasonably required by the duly executed estoppel certificate(s) required pursuant Title Company to Section 5.7 below;consummate this transaction. (vii) a certificate from Seller based upon an updated Inquiry Memorandum and an updated response thereto as set forth in Exhibit D-1 attached hereto, as to the status of the Seller's warranties and representations set forth in Section 4.1 (b) hereof as of a time no earlier than three (3) days prior to the Closing Date; and if this certificate discloses any new items as to the matters set forth in Section 4.1 (b) hereof which are adverse to Buyer's interests in regard to its contemplated purchase of the Property, 6.1.2 Buyer shall have deposit immediately available funds sufficient to pay the option, to be exercised by written notice delivered by Buyer to Seller on or before the Closing Date, to terminate this Agreement and receive a full refund of all monies deposited by Buyer hereunder, or to waive such matters and proceed with the closing of the transaction contemplated herein without reduction balance of the Purchase Price, and in the event Buyer fails plus sufficient additional cash to so terminate this Agreement on or before the Closing Date, Buyer shall be deemed to have elected to close and consummate the transaction contemplated herein; (viii) an Affidavit of Title in the form attached to this Agreement as Exhibit K; (ix) an Affidavit of Seller's Residence as respects O.C.G.A. ss. 48-7-128, or other evidence reasonably satisfactory to Buyer indicating that no withholding is required by Buyer from the Purchase Price payable to Seller at Closing; (x) a letter to the tenant under the Lease in the form attached to this Agreement as Exhibit L; (xi) a counterpart Closing Statement; (xii) duplicate counterparts of State of Georgia Transfer Tax Declarations; and (xiii) an affidavit satisfactory to the Title Company regarding payment pay Buyer’s share of all commissions due in connection with the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien Actescrow costs and closing expenses.

Escrow Arrangements. An escrow for the purchase and sale contemplated by this Agreement has been opened by Buyer and Seller with Title Company under its escrow number 9726690Company. On or before the Closing Date in time to allow Title Company to close escrow on the Closing Date, Seller and Buyer shall each deliver joint escrow instructions to the Title Company consistent with this Article 5 VI, and the parties shall deposit in escrow the funds and documents described below. (a) Buyer Seller shall deposit (or cause to be deposited: (i) the balance of the cash portion of the Purchase Price ("Seller's Funds"), plus sufficient cash to pay Buyer's share of all escrow costs, prorations and closing expenses as set forth in Sections 5.3 and 5.4 below; (ii) a counterpart Assignment of Lease (as defined in subparagraph (b) (iv) below), duly executed by Buyer; (iii) a counterpart General Assignment (as defined in subparagraph (b) (ii) below), duly executed by Buyer; (iv) a counterpart Closing Statement setting forth all prorations and disbursements in respect to this transaction (the "Closing Statement"); (v) duplicate counterparts of the State of Georgia Transfer Tax Declaration in the form attached hereto as Exhibit E; and (vi) an affidavit satisfactory to the Title Company regarding payment of all commissions due in connection with the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien Act. (b) Seller shall deposit:): (i) a duly executed and witnessed and notarized acknowledged grant deed in favor of Buyer from Seller with respect to the Real Property in the form attached to this Agreement as Exhibit F E (the "“Deed"”); (ii) a duly executed ▇▇▇▇ of sale with respect to the Personal Property in the form attached to this Agreement as Exhibit F (the “▇▇▇▇ of Sale”); (iii) a duly executed counterpart of an assignment and assumption of Seller's ’s interest in the Leases and Intangible Property in the form attached to this Agreement as Exhibit G (the "General Assignment"); (iii) a duly executed ▇▇▇▇ “Assignment of sale in the form attached to this Agreement as Exhibit H (the "▇▇▇▇ of Sale"Leases and Intangible Property”); (iv) a counterpart Assignment certificate from Seller certifying the information required by Seller and assumption by Buyer of Seller's interest in the Lease affecting the Property as § 18662 of the Closing Date in California Revenue and Taxation Code and the form attached hereto as Exhibit I regulations issued thereunder to establish that the transaction contemplated by this Agreement is exempt from the tax withholding requirements of such provisions (the "Assignment of Lease"“California Certificate”), duly executed by Seller; (v) a certificate from Seller certifying the information required by §1445 of the Internal Revenue Code and the regulations issued thereunder to establish, for the purposes of avoiding Buyer's ’s tax withholding obligations, that Seller is not a "“foreign person" ” as defined in Internal Revenue Code 1445(f§ 1445(f)(3) (3the “FIRPTA Certificate”); and (vi) an Owner’s Affidavit on a form reasonably acceptable to Seller and Title Company. (b) Buyer shall deposit: (i) immediately available funds sufficient to pay the balance of the Purchase Price, as well as the Lump Sum Payments and the Tax Payments, plus sufficient additional cash to pay Buyer’s share of all escrow costs and closing expenses; (ii) a duly executed counterpart of the Assignment of Leases and Intangible Property; and (iii) a certificate duly executed by Buyer in favor of Seller in the form attached to this Agreement as Exhibit J H (the "FIRPTA “Buyer’s Certificate"”); (vi) . In the duly executed estoppel certificate(s) required event the Buyer executing this Agreement assigns its rights and obligations under this Agreement in accordance with and pursuant to Section 5.7 7.3 below; (vii) a certificate from Seller based upon an updated Inquiry Memorandum and an updated response thereto as set forth in Exhibit D-1 attached hereto, as to the status form of the Seller's warranties and representations set forth in Section 4.1 (b) hereof as of a time no earlier than three (3) days prior to the Closing Date; and if this certificate discloses any new items as to the matters set forth in Section 4.1 (b) hereof which are adverse to Buyer's interests in regard to its contemplated purchase of the Property, Buyer ’s Certificate shall have the option, be revised to be exercised entered into by written notice delivered by and binding on both Buyer to Seller on or before the Closing Date, to terminate this Agreement and receive a full refund of all monies deposited by Buyer hereunder, or to waive such matters and proceed with the closing of the transaction contemplated herein without reduction of the Purchase Price, and in the event Buyer fails to so terminate this Agreement on or before the Closing Date, Buyer shall be deemed to have elected to close and consummate the transaction contemplated herein; (viii) an Affidavit of Title in the form attached to this Agreement as Exhibit K; (ix) an Affidavit of Seller's Residence as respects O.C.G.A. ss. 48-7-128, or other evidence reasonably satisfactory to Buyer indicating that no withholding is required by Buyer from the Purchase Price payable to Seller at Closing; (x) a letter to the tenant under the Lease in the form attached to this Agreement as Exhibit L; (xi) a counterpart Closing Statement; (xii) duplicate counterparts of State of Georgia Transfer Tax Declarations; and (xiii) an affidavit satisfactory to the Title Company regarding payment of all commissions due in connection with the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien ActBuyer’s assignee.

Escrow Arrangements. An escrow for the purchase and sale contemplated by this Agreement has been opened by Seller with Title Company under its escrow number 9726690. On or before the Closing Date, Seller and Buyer shall deliver joint escrow instructions Pursuant to the Title Company consistent with this Article 5 Escrow Agreement to be entered into among the Sellers, Buyer and the parties shall deposit in escrow Escrow Agent, the funds and documents described below. (a) Buyer shall deposit or cause to be deposited: (i) the balance of the cash portion of the Purchase Price specified in Sections 2.3(b) and (c) shall be delivered to the Escrow Agent at Closing in immediately available funds. Such monies (which, together with all interest accrued thereon, is hereinafter referred to as the "Seller's FundsESCROW SUM") shall be held pursuant to the terms of the Escrow Agreement for payment from such Escrow Sum of the amounts, if any, owing by the Sellers to Buyer pursuant to Section 2.7 below and the indemnification provisions of Article VIII below. After the final determination of the Audited Closing Balance Sheet (including any review by the Independent Accountants), an amount equal to the difference between (i) $500,000 and (ii) the aggregate amount of any Net Worth adjustment payable to the Buyer pursuant to Section 2.7 below, shall be paid to the Sellers. At the conclusion of the period ending on the first anniversary of the Closing Date (such period being referred to herein as the "ESCROW PERIOD"), plus sufficient cash to pay Buyer's share of all escrow costs, prorations and closing expenses as set forth in Sections 5.3 and 5.4 below; (ii) a counterpart Assignment of Lease (as defined in subparagraph (b) (iv) below), duly executed by Buyer; (iii) a counterpart General Assignment (as defined in subparagraph (b) (ii) below), duly executed by Buyer; (iv) a counterpart Closing Statement setting forth all prorations and disbursements in respect to this transaction (the "Closing Statement"); (v) duplicate counterparts such remaining portion of the State of Georgia Transfer Tax Declaration in the form attached hereto as Exhibit E; and (vi) an affidavit satisfactory Escrow Sum not theretofore claimed by or paid to the Title Company regarding payment of all commissions due in connection with the Lease or the transaction contemplated herein Buyer in accordance with the Georgia Commercial Real Estate Broker Lien Act. (b) Seller terms of the Escrow Agreement and this Agreement shall deposit: (i) a duly executed and witnessed and notarized deed be disbursed to the Real Property in the form attached Sellers. The Sellers and Buyer agree that each will execute and deliver such reasonable instruments and documents as are furnished by any other party to this Agreement as Exhibit F (the "Deed"); (ii) a duly executed assignment of Seller's interest in the Intangible Property in the form attached enable such furnishing party to this Agreement as Exhibit G (the "General Assignment"); (iii) a duly executed ▇▇▇▇ of sale in the form attached to this Agreement as Exhibit H (the "▇▇▇▇ of Sale"); (iv) a counterpart Assignment by Seller and assumption by Buyer of Seller's interest in the Lease affecting the Property as receive those portions of the Closing Date in Escrow Sum to which the form attached hereto as Exhibit I (furnishing party is entitled under the "Assignment of Lease"), duly executed by Seller; (v) a certificate from Seller certifying the information required by 1445 provisions of the Internal Revenue Code and the regulations issued thereunder to establish, for the purposes of avoiding Buyer's tax withholding obligations, that Seller is not a "foreign person" as defined in Internal Revenue Code 1445(f) (3) in the form attached to this Agreement as Exhibit J (the "FIRPTA Certificate"); (vi) the duly executed estoppel certificate(s) required pursuant to Section 5.7 below; (vii) a certificate from Seller based upon an updated Inquiry Memorandum and an updated response thereto as set forth in Exhibit D-1 attached hereto, as to the status of the Seller's warranties and representations set forth in Section 4.1 (b) hereof as of a time no earlier than three (3) days prior to the Closing Date; and if this certificate discloses any new items as to the matters set forth in Section 4.1 (b) hereof which are adverse to Buyer's interests in regard to its contemplated purchase of the Property, Buyer shall have the option, to be exercised by written notice delivered by Buyer to Seller on or before the Closing Date, to terminate this Escrow Agreement and receive a full refund of all monies deposited by Buyer hereunder, or to waive such matters and proceed with the closing of the transaction contemplated herein without reduction of the Purchase Price, and in the event Buyer fails to so terminate this Agreement on or before the Closing Date, Buyer shall be deemed to have elected to close and consummate the transaction contemplated herein; (viii) an Affidavit of Title in the form attached to this Agreement as Exhibit K; (ix) an Affidavit of Seller's Residence as respects O.C.G.A. ss. 48-7-128, or other evidence reasonably satisfactory to Buyer indicating that no withholding is required by Buyer from the Purchase Price payable to Seller at Closing; (x) a letter to the tenant under the Lease in the form attached to this Agreement as Exhibit L; (xi) a counterpart Closing Statement; (xii) duplicate counterparts of State of Georgia Transfer Tax Declarations; and (xiii) an affidavit satisfactory to the Title Company regarding payment of all commissions due in connection with the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien ActAgreement.

Escrow Arrangements. An escrow for the purchase contribution and sale exchange contemplated by this Agreement has been opened by Seller Acquiror and Meridian with the Title Company under its as escrow number 9726690agent. On or before the Closing Date, Seller Acquiror and Buyer Meridian shall each deliver joint escrow instructions to the Title Company consistent with this Article 5 ARTICLE VII, and designating the Title Company as the "Reporting Person" for the transaction pursuant to Section 6045(e) of the Code. In addition, the parties shall deposit in escrow with the Title Company as escrow agent, on the Closing Date (unless otherwise provided in this SECTION 7.1), the documents described below and shall deposit on the Closing Date the funds and documents described below.: (a) Buyer Meridian shall deposit (or cause to be deposited: (i) the balance of the cash portion of the Purchase Price ("Seller's Funds"), plus sufficient cash to pay Buyer's share of all escrow costs, prorations and closing expenses as set forth in Sections 5.3 and 5.4 below; (ii) a counterpart Assignment of Lease (as defined in subparagraph (b) (iv) below), duly executed by Buyer; (iii) a counterpart General Assignment (as defined in subparagraph (b) (ii) below), duly executed by Buyer; (iv) a counterpart Closing Statement setting forth all prorations and disbursements in with respect to this transaction (the "Closing Statement"); (v) duplicate counterparts of the State of Georgia Transfer Tax Declaration in the form attached hereto as Exhibit E; and (vi) an affidavit satisfactory to the Title Company regarding payment of all commissions due in connection with the Lease itself or the transaction contemplated herein in accordance with Property, the Georgia Commercial Real Estate Broker Lien Act. (b) Seller shall depositfollowing: (i) a duly executed and witnessed and notarized deed acknowledged Deed for the Land; (ii) four (4) counterparts of an assignment of the Ground Lease in Form as set forth on Exhibit TT (the "Assignment of Ground Lease"); (iii) a duly executed bill of sale pertaining to the Real Personal Property in the form attached for▇ ▇▇tached to this Agreement as Exhibit F PP (the "DeedBill of Sale"); (iiiv) a four (4) duly executed counterp▇▇▇▇ of an assignment of Seller's interest in pertaining to the Intangible Property in the form attached to this Agreement as Exhibit G QQ (the "General AssignmentAssignment of Intangibles"); (iiiv) a four (4) duly executed ▇▇▇▇ counterparts of sale an assignment and assumption pertaining to the Leases in the form attached to this Agreement as Exhibit H RR (the "▇▇▇▇ Assignment of SaleLeases"); (ivvi) a counterpart Assignment by Seller four (4) duly executed counterparts of an assignment and assumption pertaining to any Contracts being assumed by Buyer of Seller's interest in the Lease affecting the Property as of the Closing Date Acquiror, in the form attached hereto to this Agreement as Exhibit I SS (the "Assignment of LeaseContracts"), duly executed by Seller; (vvii) four (4) duly executed counterparts of an assignment and assumption pertaining to the REA's in the form attached to this Agreement as Exhibit UU. (viii) a certificate from Seller Meridian certifying the information required by 1445 of the Internal Revenue Code and the regulations issued thereunder to establish, for the purposes of avoiding Buyer's tax withholding obligations, that Seller Meridian is not a "foreign person" as defined in Internal Revenue Section 1445(f)(3) of the Code 1445(f) (3) in the form attached to this Agreement as Exhibit J (the "FIRPTA Certificate"); (vi) the duly executed estoppel certificate(s) required pursuant to Section 5.7 below; (viiix) a certificate from Seller based upon an updated Inquiry Memorandum Meridian reaffirming, as of the Closing Date, the representations and an updated response thereto warranties made in SECTION 5.1(A) in form as set forth on EXHIBIT GG; (x) evidence reasonably required by Acquiror demonstrating that (i) Meridian is an entity validly existing and in Exhibit D-1 attached heretogood standing under the laws of Ohio and Michigan or the jurisdiction in which it was formed, and (ii) Meridian's execution and delivery of this Agreement and the other documents delivered pursuant hereto and the consummation of the transactions contemplated hereby have been fully authorized, which evidence, if Meridian is a corporation, or a partnership or limited liability company in which any of the general partners or managers, as the case may be, is a corporation, shall mean (x) certified copies of corporate resolutions duly adopted by the board of directors of Meridian (or its corporate general partner or manager) approving Meridian's execution and delivery of this Agreement and the other documents delivered pursuant hereto and the consummation of the transactions contemplated hereby, (y) certificates of incumbency and (z) certificates of good standing; (xi) the estoppels from the Majors, the other tenants, the ground lessor under the Ground Lease, the parties to the status REA (other than Hudson's, which will be required to provide an estoppel in ▇▇▇ ▇▇▇▇ to be provided by the Majors) (which REA estoppels shall provide that each REA is in full force and effect, that there is no default beyond applicable cure period thereunder, and there are no amounts required to be paid or work required to be performed that have not been paid or performed to date), and the Master Estoppel of Meridian pursuant to SECTION 4.1(A)(IV) hereof; (xii) the Registration Rights Agreement, dated as of the Seller's warranties Closing Date and representations duly executed by each OP Unit Recipient; in form as set forth on EXHIBIT M hereof; (xiii) the Acknowledgment, duly executed by each OP Unit Recipient; (xiv) notices directing Tenants, among other things, to make future payments to Acquiror, in Section 4.1 form set forth on EXHIBIT HH hereof; (bxv) hereof as of a time no earlier than three any transfer tax forms, if applicable, and other forms and documents reasonably required by the Title Company; (3xvi) days prior any and all other documents reasonably requested or required in order to consummate the transactions contemplated herein. In addition, Meridian shall deliver to Acquiror on the Closing Date; and , outside of escrow, the originals of all Leases, the Ground Lease, Hudson's REA, the Contracts (if this certificate discloses any new items as to the matters set forth in Section 4.1 (bnot terminated at or before Closing) hereof which ▇▇ ▇▇▇▇▇▇ ▇▇ereof if originals are adverse to Buyer's interests in regard to its contemplated purchase not available, tenant files, plans of the Property, Buyer leasing brochures for the Property, and all keys to the Property and all other property relating to the Property in the possession or control of Meridian. (b) Acquiror shall have deposit: (i) Immediately available funds in an amount equal to the optionsum of (A) the Cash Consideration, plus (B) the amount required to be exercised by written notice delivered by Buyer pay off the Meridian Indebtedness immediately subsequent to Seller on or before the Closing DateClosing, plus (C) an amount sufficient to terminate this Agreement and receive a full refund pay Acquiror's share of all monies deposited by Buyer hereunder, or to waive such matters escrow costs and proceed with the closing Closing expenses; (ii) four (4) duly executed counterparts for each of the transaction contemplated herein without reduction Assignment of Ground Lease, the Purchase PriceAssignment of Intangibles, Assignment of Leases, Assignment of Contracts and Assignment of REA's; (iii) a certificate duly executed by Acquiror in favor of Meridian confirming the event Buyer fails waivers and acknowledgments set forth in SECTIONS 3.1 AND 5.6 above; (iv) any and all other documents reasonably requested or required in order to so terminate this Agreement on or before the Closing Date, Buyer shall be deemed to have elected to close and consummate the transaction transactions contemplated herein; (v) evidence reasonably required by Meridian demonstrating that (A) Acquiror is an entity in good standing under the laws of the jurisdiction in which was formed, and (B) Acquiror's execution and delivery of this Agreement and the other documents delivered pursuant hereto and the consummation of the transaction contemplated hereby have been fully authorized, which evidence shall mean (1) certified copies of corporate resolutions duly adopted by the board of directors of the REIT, as Acquiror's general partner, approving Acquiror's execution and delivery of this Agreement and the other documents delivered pursuant hereto and the consummation of the transactions contemplated hereby, (2) certificates of incumbency and (3) certificates of good standing; 53 (vi) a certificate of Acquiror reaffirming as of the Closing Date the representations and warranties made by Acquiror in ARTICLE V. (vii) the Acknowledgment, duly executed by the general partner(s) of Acquiror with respect to each OP Unit Recipient; (viii) an Affidavit the Registration Rights Agreement dated as of Title in the form attached to this Agreement as Exhibit K;Closing Date and duly executed by the general partner of Acquiror. (ix) an Affidavit a copy of Seller's Residence the Partnership Agreement and all organization documents of the REIT, duly certified by the REIT as respects O.C.G.A. ss. 48-7-128true, or other evidence reasonably satisfactory to Buyer indicating that no withholding is required by Buyer complete and correct, and a certified copy of the Certificate of Limited Partnership of Acquiror from the Purchase Price payable to Seller at ClosingSecretary of State of the state of its formation, dated not more than twenty (20) days before the Closing Date; (x) a letter to copy, certified by the tenant under Secretary of State of the Lease in REIT's state of incorporation, of the form attached to this Agreement as Exhibit LArticles of Incorporation of the REIT and a good standing certificate of the REIT; (xi) an opinion by counsel for the REIT addressed to each OP Unit Recipient stating that the Acquiror and any existing Subsidiary Partnership each qualifies as a counterpart Closing Statementpartnership for federal income tax purposes and is not treated as an association taxable as a corporation under Section 7704 of the Code or any other provision, which opinion shall be subject to such counsel's usual assumptions and qualifications and reliance upon officer's certificates in similar types of opinions previously given by such counsel; (xii) duplicate counterparts an opinion by counsel for the REIT addressed to each OP Unit Recipient stating that the REIT is qualified to operate, is currently operating as and its proposed methods of State operations will enable it to continue to operate as a real estate investment trust within the meaning of Georgia Transfer Tax Declarations; andSection 856(a) of the Code, which opinion shall be subject to such counsel's usual assumptions and qualifications and reliance upon officer's certificates in similar types of opinions previously given by such counsel; (xiii) an affidavit satisfactory opinion by counsel for the REIT addressed to each OP Unit Recipient stating that the Title Company regarding payment of all commissions due Acquiror and REIT, respectively, have been duly organized and are in connection with good standing, that the Lease or the transaction contemplated herein OP Units have been issued in accordance with all applicable Legal Requirements and the Georgia Commercial Real Estate Broker Lien ActPartnership Agreement, that the OP Unit Recipients are limited partners of Acquiror as of the Closing, and that this transaction is exempt from pre- closing approval requirements under the Hart-Scott-Rodino Act which opinion shall be subject to suc▇ ▇▇▇▇▇▇▇'▇ ▇▇▇▇▇ assumptions and qualifications and reliance upon officer's certificates in similar types of opinions previously given by such counsel; and (xiv) any other forms or documents reasonably requested by the Title Company.

Escrow Arrangements. An escrow Escrow for the purchase and sale ------------------- contemplated by this Agreement has been shall be opened by Buyer and Seller with Title Company under its escrow number 9726690Company. On or before At least one business day prior to the Closing Date, Seller and Buyer shall each deliver joint escrow instructions to the Title Company consistent with this Article 5 6, and designating Title Company as the "Reporting Person" for the transaction pursuant to Section 6045(e) of the Code. By signing below, Title Company agrees to act as the "Reporting Person" for the transaction pursuant to Section 6045(e) of the Code and to complete and file with the IRS Forms 1099-S (and furnish Buyer and Seller with copies thereof) on or before the due date therefor. In addition, the parties shall deposit in escrow escrow, at least one business day prior to the Closing Date (unless otherwise provided below in this Section 6.1) the funds and documents described below.: (a) Buyer Seller shall deposit (or cause to be deposited: (i) the balance of the cash portion of the Purchase Price ("Seller's Funds"), plus sufficient cash to pay Buyer's share of all escrow costs, prorations and closing expenses as set forth in Sections 5.3 and 5.4 below; (ii) a counterpart Assignment of Lease (as defined in subparagraph (b) (iv) below), duly executed by Buyer; (iii) a counterpart General Assignment (as defined in subparagraph (b) (ii) below), duly executed by Buyer; (iv) a counterpart Closing Statement setting forth all prorations and disbursements in respect to this transaction (the "Closing Statement"); (v) duplicate counterparts of the State of Georgia Transfer Tax Declaration in the form attached hereto as Exhibit E; and (vi) an affidavit satisfactory to the Title Company regarding payment of all commissions due in connection with the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien Act. (b) Seller shall deposit:): (i) a duly executed and witnessed and notarized acknowledged deed pertaining to the Real Property portion of each of the Properties, each in the form attached to this Agreement as Exhibit D-1 (collectively, the ----------- "Deeds"), and an assignment of ground lease with respect to the Discovery Plaza Property in the form attached to this Agreement as Exhibit F D-5 (the "DeedGround Lease Assignment");; ----------- (ii) a duly executed assignment ▇▇▇▇ of Seller's interest in sale pertaining to the Intangible Personal Property portion of each of the Properties, each in the form attached to this Agreement as Exhibit G D-2 (collectively, the ----------- "General AssignmentBills of Sale"); (iii) a duly executed ▇▇▇▇ counterpart assignment and assumption pertaining to the Intangible Property portion of sale each of the Properties, each in the form attached to this Agreement as Exhibit H D-3 (collectively, the "▇▇▇▇ Assignments of Sale----------- Intangibles"); (iv) a duly executed counterpart Assignment by Seller assignment and assumption by Buyer of Seller's interest in pertaining to the Lease affecting the Property as of the Closing Date Leases, each in the form attached hereto to this Agreement as Exhibit I D-4 (collectively, the ----------- "Assignment Assignments of LeaseLeases"), duly executed by Seller; (v) a certificate from Seller certifying the information required by any of the states in which any of the Properties are located to establish that the transaction contemplated by this Agreement is exempt from the tax withholding requirements of such states (the "State Certificates"); (vi) a certificate from Seller certifying the information required by 1445 of the Internal Revenue Code and the regulations issued thereunder to establish, for the purposes of avoiding Buyer's tax withholding obligations, that Seller is not a "foreign person" as defined in Internal Revenue 1445(f)(3) of the Code 1445(f) (3) in the form attached to this Agreement as Exhibit J (the "FIRPTA Certificate"); (vi) the duly executed estoppel certificate(s) required pursuant to Section 5.7 below; (vii) a certificate from letter executed by Seller based upon an updated Inquiry Memorandum and, if applicable, its management agent and an updated response thereto as set forth the Buyer, in Exhibit D-1 attached heretoform and substance satisfactory to Buyer, as addressed to the status all tenants of each respective Property, notifying all such tenants of the Seller's warranties transfer of ownership of the Property and representations set forth in Section 4.1 (b) hereof as directing payment of a time no earlier than three (3) days prior to all rents accruing after the Closing Date; and if this certificate discloses any new items as to the matters set forth in Section 4.1 (b) hereof which are adverse to Buyer's interests in regard to its contemplated purchase of the Property, Buyer shall have the option, Date to be exercised by written notice delivered by made to Buyer to Seller on or before such other party as Buyer directs (the Closing Date, to terminate this Agreement and receive a full refund of all monies deposited by Buyer hereunder, or to waive such matters and proceed with the closing of the transaction contemplated herein without reduction of the Purchase Price, and in the event Buyer fails to so terminate this Agreement on or before the Closing Date, Buyer shall be deemed to have elected to close and consummate the transaction contemplated herein"Tenant Notices"); (viii) to the extent not previously delivered to Buyer and in Buyer's possession or under its control, originals of any of the Contracts, Leases, licenses, approvals, plans, specifications, warranties, other Intangible Property and other books and records relating to the ownership and operation of the Property (or if the original is not in the Seller's possession or control, copies thereof certified by Seller to be true, correct and complete copies to the extent in Seller's possession or control); (ix) an Affidavit updated Rent Roll for each Property in the same format as was used for the Rent Rolls attached hereto as Exhibit ------- C-1 or in such other format as is reasonably acceptable to --- Buyer dated no later than five (5) days prior to Closing; (x) subject to the provisions of Section 2.5, such affidavits as may be reasonably and customarily required by the Title Company to issue the Buyer's Title Policies in the form required hereby (including, without limitation, without exception for parties-in-possession (other than tenants under the Leases) or mechanics' or materialmen's liens which are to be satisfied by Seller pursuant to Section 2.5) together with such other documents reasonably required by the Title Company for Seller to comply with the obligations under Section 2.5; (xi) evidence reasonably satisfactory to the Title Company as to the legal existence and authority of the Seller and the authority and incumbency of the persons signing documents on behalf of the Seller; (xii) duly executed documentation required by the Lender and acceptable to Seller evidencing that Buyer has accepted the conveyance of the Properties subject to the Note and other Loan Documents and the release of Seller and its affiliates from all obligations under the Note and Loan Documents arising from and after Closing (the "Loan Assignment and Release Documents"); (xiii) A duly executed assignment assigning to Buyer all reserve accounts established pursuant to that certain Cash Collateral Account Agreement between LaSalle National Bank, Seller and Lender, including, without limitation, escrow accounts for property taxes, property insurance and deferred maintenance in the form attached to this Agreement as Exhibit KD-6; ----------- (xiv) Documents which are effective to transfer from Seller to Buyer all authority with respect to the lock-box account used in connection with the Loan; and (xv) such other documents and instruments as may be required by any other provision of this Agreement or as may reasonably be required by Title Company or otherwise to carry out the terms and intent of this Agreement. In addition, Seller shall deliver to Buyer on the Closing Date, outside of escrow, to the extent in Seller's possession or control, the originals of all Leases, Contracts and tenant files and all keys to the Properties. (b) Buyer shall deposit: (i) on the Closing Date, immediately available funds sufficient to pay the balance of the Purchase Price, plus sufficient additional cash to pay Buyer's share of all escrow costs and closing expenses; (ixii) an Affidavit a duly executed counterpart for each of Seller's Residence as respects O.C.G.A. ss. 48-7-128the Assignments of Intangibles, or other Ground Lease Assignment, the Loan Assignment and Release Documents, Assignments of Leases (and Tenant Notices where required); (iii) a certificate duly executed by Buyer in favor of Seller confirming the waivers and acknowledgments set forth in Sections 2.5 and 4.4 above; (iv) evidence reasonably satisfactory to Buyer indicating that no withholding is required by Buyer from the Purchase Price payable to Seller at Closing; (x) a letter Title Company as to the tenant under legal existence and authority of the Lease in Buyer and the form attached to this Agreement as Exhibit L; (xi) a counterpart Closing Statement; (xii) duplicate counterparts authority and incumbency of State the persons signing documents on behalf of Georgia Transfer Tax Declarationsthe Buyer; and (xiiiv) an affidavit satisfactory to the Such other documents and instruments as may be required by any other provision of this Agreement or as may reasonably be required by Title Company regarding payment or otherwise to carry out the terms and intent of all commissions due in connection with the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien Actthis Agreement.

Escrow Arrangements. An escrow for the purchase and sale contemplated by this Agreement has been opened by Buyer and Seller with Title Company under its escrow number 9726690Escrow Company. On or before At least one business day prior to the Closing Date, Seller and Buyer shall each deliver joint escrow instructions to the Title Escrow Company consistent with this Article 5 VI, and designating Escrow Company as the "Reporting Person" for the transaction pursuant to Section 6045(e) of the Code. In addition, the parties shall deposit in escrow escrow, at least one business day prior to the Closing Date (unless otherwise provided below in this Section 6.1) the funds and documents described below.: (a) Buyer Seller shall deposit (or cause to be deposited: (i) the balance of the cash portion of the Purchase Price ("Seller's Funds"), plus sufficient cash to pay Buyer's share of all escrow costs, prorations and closing expenses as set forth in Sections 5.3 and 5.4 below; (ii) a counterpart Assignment of Lease (as defined in subparagraph (b) (iv) below), duly executed by Buyer; (iii) a counterpart General Assignment (as defined in subparagraph (b) (ii) below), duly executed by Buyer; (iv) a counterpart Closing Statement setting forth all prorations and disbursements in respect to this transaction (the "Closing Statement"); (v) duplicate counterparts of the State of Georgia Transfer Tax Declaration in the form attached hereto as Exhibit E; and (vi) an affidavit satisfactory to the Title Company regarding payment of all commissions due in connection with the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien Act. (b) Seller shall deposit:): (i) a duly executed and witnessed and notarized acknowledged grant deed pertaining to the Real Property portion of each of the Properties constituting the Sacto Portfolio, each in the form attached to this Agreement as Exhibit F (collectively, the "DeedDeeds"); (ii) a duly executed assignment bill ▇▇ sale pertaining to the Personal Property portion of Seller's interest in each of the Intangible Property Properties constituting the Sacto Portfolio, each in the form attached to this Agreement as Exhibit G (collectively, the "General AssignmentBills of Sale"); (iii) a duly executed ▇▇▇▇ counterpart assignment and assumption pertaining to the Intangible Property portion of sale each of the Properties constituting the Sacto Portfolio, each in the form attached to this Agreement as Exhibit H (collectively, the "▇▇▇▇ Assignments and Assumption of SaleIntangible Property"); (iv) a counterpart Assignment by Seller and assumption by Buyer of the duly executed Seller's interest Certificate described in the Lease affecting the Property as of the Closing Date in the form attached hereto as Exhibit I (the "Assignment of Lease"), duly executed by SellerSection 4.1; (v) a certificate from Seller certifying the information required by 1445 Section 18660 of the Internal California Revenue and Taxation Code and the regulations issued thereunder to establish that the transaction contemplated by this Agreement is exempt from the tax withholding requirements of such provisions (the "California Certificate"); and (vi) a certificate from Seller certifying the information required by Section 1445 of the Code to establish, for the purposes of avoiding Buyer's tax withholding obligations, that Seller is not a "foreign person" as defined in Internal Revenue Section 1445(f)(3) of the Code 1445(f) (3) in the form attached to this Agreement as Exhibit J (the "FIRPTA Certificate"); (vi) the duly executed estoppel certificate(s) required pursuant . In addition, Seller shall deliver to Section 5.7 below; (vii) a certificate from Seller based upon an updated Inquiry Memorandum and an updated response thereto as set forth in Exhibit D-1 attached hereto, as to the status of the Seller's warranties and representations set forth in Section 4.1 (b) hereof as of a time no earlier than three (3) days prior to the Closing Date; and if this certificate discloses any new items as to the matters set forth in Section 4.1 (b) hereof which are adverse to Buyer's interests in regard to its contemplated purchase of the Property, Buyer shall have the option, to be exercised by written notice delivered by Buyer to Seller on or before the Closing Date, outside of escrow, to terminate this Agreement and receive a full refund the extent in Seller's possession or control, the originals of all monies deposited by Tenant Leases and tenant files and all keys to the Property. (b) Buyer hereundershall deposit: (i) at or before 11:30 a.m. (Pacific Time) on the Closing Date, or immediately available funds sufficient to waive such matters and proceed with pay the closing of the transaction contemplated herein without reduction balance of the Purchase Price, plus sufficient additional cash to pay Buyer's share of all escrow costs and in the event Buyer fails to so terminate this Agreement on or before the Closing Date, Buyer shall be deemed to have elected to close and consummate the transaction contemplated hereinclosing expenses; (viii) an Affidavit of Title in the form attached to this Agreement as Exhibit K; (ix) an Affidavit of Seller's Residence as respects O.C.G.A. ss. 48-7-128, or other evidence reasonably satisfactory to Buyer indicating that no withholding is required by Buyer from the Purchase Price payable to Seller at Closing; (xii) a letter to duly executed counterpart for each of the tenant under the Lease in the form attached to this Agreement as Exhibit L; (xi) a counterpart Closing Statement; (xii) duplicate counterparts Assignments and Assumption of State of Georgia Transfer Tax DeclarationsIntangible Property; and (xiiiiii) an affidavit satisfactory to a certificate duly executed by Buyer in favor of Seller confirming the Title Company regarding payment of all commissions due waivers and acknowledgments set forth in connection with the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien ActSections 2.3(a) and (b) above.

Escrow Arrangements. An escrow for the purchase and sale contemplated by this Agreement has been opened by Seller with Title Company under its escrow number 972669018606. On or before the Closing Date, Seller and Buyer shall deliver joint escrow instructions to the Title Company consistent with this Article 5 and the parties shall deposit in escrow the funds and documents described below. (a) Buyer shall deposit or cause to be deposited: (i) the balance of the cash portion of the Purchase Price ("Seller's Funds"), plus sufficient cash to pay Buyer's share of all escrow costs, prorations and closing expenses as set forth in Sections 5.3 and 5.4 below; (ii) a counterpart Assignment of Lease Leases (as defined in subparagraph (b) (iv) below), duly executed by Buyer; (iii) a counterpart General Assignment (as defined in subparagraph (b) (ii) below), duly executed by Buyer; (iv) a counterpart Closing Statement setting forth all prorations and disbursements in respect to this transaction (the "Closing Statement");; and (v) duplicate counterparts of the State of Georgia state and county Transfer Tax Declaration Declarations in the form attached hereto as Exhibit E; and (vi) an affidavit satisfactory to the Title Company regarding payment of all commissions due in connection with the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien Act.D. (b) Seller shall deposit: (i) a duly executed and witnessed and notarized acknowledged deed to the Real Property in the form attached to this Agreement as Exhibit F E (the "Deed"); (ii) a duly executed assignment of Seller's interest in the Intangible Property in the form attached to this Agreement as Exhibit G F (the "General Assignment"); (iii) a duly executed ▇▇▇▇ of sale in the form attached to this Agreement as Exhibit H G (the "▇▇▇▇ of Sale"); (iv) a counterpart Assignment by Seller and assumption by Buyer of Seller's interest in the Lease Leases affecting the Property as of the Closing Date in the form attached hereto as Exhibit I H (the "Assignment of LeaseLeases"), duly executed by Seller; (v) a certificate from Seller certifying the information required by 1445 of the Internal Revenue Code and the regulations issued thereunder to establish, for the purposes of avoiding Buyer's tax withholding obligations, that Seller is not a "foreign person" as defined in Internal Revenue Code 1445(f) (3) in the form attached to this Agreement as Exhibit J I (the "FIRPTA Certificate"); (vi) the duly executed estoppel certificate(s) required pursuant to Section 5.7 below; (vii) a certificate from Seller based upon an updated Inquiry Memorandum and an updated response thereto as set forth in Exhibit D-1 C-1 attached hereto, as to the status of the Seller's warranties and representations set forth in Section 4.1 (b) hereof as of a time no earlier than three (3) days prior to the Closing Date; and if this certificate discloses any new items as to the matters set forth in Section 4.1 (b) hereof which are adverse to Buyer's interests in regard to its contemplated purchase of the Property, Buyer shall have the option, to be exercised by written notice delivered by Buyer to Seller on or before the Closing Date, to terminate this Agreement and receive a full refund of all monies deposited by Buyer hereunder, or to waive such matters and proceed with the closing of the transaction contemplated herein without reduction of the Purchase Price, and in the event Buyer fails to so terminate this Agreement on or before the Closing Date, Buyer shall be deemed to have elected to close and consummate the transaction contemplated herein; (viii) an ALTA statement in the form attached to this Agreement as Exhibit J; (ix) an Affidavit of Title in the form attached to this Agreement as Exhibit K; (ixx) an Affidavit of Seller's Residence Illinois Bulk Sales Release/Stop Order in the form attached to this Agreement as respects O.C.G.A. ss. 48-7-128, or other evidence reasonably satisfactory to Buyer indicating that no withholding is required by Buyer from the Purchase Price payable to Seller at ClosingExhibit L; (xxi) a letter to the tenant under the Lease in the form attached to this Agreement as Exhibit LM; (xixii) a counterpart Closing Statement; (xii) duplicate counterparts of State of Georgia Transfer Tax Declarations; and (xiii) an affidavit satisfactory to the Title Company regarding payment counterparts of all commissions due in connection with the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien Actstate and county Transfer Tax Declarations.

Escrow Arrangements. An escrow for the purchase contribution and sale payment of Construction Costs contemplated by this Agreement has been opened by Seller Partnership and Contributor with Title Company under its escrow number 9726690Company. On or before Promptly following the Closing Datefull execution of this Agreement, Seller Contributor and Buyer Partnership shall each deliver joint escrow instructions to the Title Company consistent with this Article 5 VI, and the parties shall deposit in escrow the funds and documents described below. (a) Buyer Contributor shall deposit (or cause to be deposited: (i) the balance of the cash portion of the Purchase Price ("Seller's Funds"), plus sufficient cash to pay Buyer's share of all escrow costs, prorations and closing expenses as set forth in Sections 5.3 and 5.4 below; (ii) a counterpart Assignment of Lease (as defined in subparagraph (b) (iv) below), duly executed by Buyer; (iii) a counterpart General Assignment (as defined in subparagraph (b) (ii) below), duly executed by Buyer; (iv) a counterpart Closing Statement setting forth all prorations and disbursements in respect to this transaction (the "Closing Statement"); (v) duplicate counterparts of the State of Georgia Transfer Tax Declaration in the form attached hereto as Exhibit E; and (vi) an affidavit satisfactory to the Title Company regarding payment of all commissions due in connection with the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien Act. (b) Seller shall deposit:): (i) a duly executed and witnessed and notarized acknowledged grant deed in favor of Partnership from Contributor with respect to the Real Property in the form attached to this Agreement as Exhibit F D (the "DeedDEED") (ii) duly executed and acknowledged counterparts of the Lease and a Memorandum of Lease in the form attached to this Agreement as Exhibit E (the "MEMORANDUM OF LEASE"); (iiiii) a duly executed counterpart of an assignment and assumption of SellerContributor's interest in the Intangible Property in the form attached to this Agreement as Exhibit G F (the "General AssignmentASSIGNMENT OF INTANGIBLE PROPERTY"); (iiiiv) a duly executed ▇▇▇▇ and acknowledged counterpart of sale a Memorandum of Parking Lease in the form attached to this Agreement as Exhibit H G-1 (the "▇▇▇▇ of SaleMEMORANDUM OF PARKING LEASE"); (iv) , and a counterpart Assignment by Seller and assumption by Buyer of Seller's interest in the Parking Lease affecting the Property as of the Closing Date in the form attached hereto to this Agreement as Exhibit I G-2 (the "Assignment of LeasePARKING LEASE"), duly executed by Seller; (v) a certificate from Seller Contributor certifying the information required by Sections 18662 of the California Revenue and Taxation Code and the regulations issued thereunder to establish that the transaction contemplated by this Agreement is exempt from the tax withholding requirements of such provisions (the "CALIFORNIA CERTIFICATE"); and (vi) a certificate from Contributor certifying the information required by Section 1445 of the Internal Revenue Code and the regulations issued thereunder to establish, for the purposes of avoiding BuyerPartnership's tax withholding obligations, that Seller Contributor is not a "foreign person" as defined in Internal Revenue Code 1445(fSection 1445(f)(3) (3) in the form attached to this Agreement as Exhibit J (the "FIRPTA CertificateCERTIFICATE"); (vivii) such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Contributor; (viii) such affidavits as may be customarily and reasonably required by the Title Company, in a form reasonably acceptable to Contributor; (ix) a closing statement acceptable to Contributor; (x) such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement. (b) Partnership shall deposit: (i) immediately available funds sufficient to pay Construction Costs to Contributor, plus sufficient additional cash to pay Partnership's share of all escrow costs and closing expenses; (ii) a duly executed and acknowledged counterpart of the Memorandum of Parking Lease and a duly executed counterpart of the Parking Lease; (iii) the duly executed estoppel certificate(sand, where applicable, acknowledged counterparts of the Lease, the Memorandum of Lease and the Assignment of Intangible Property; (iv) such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Partnership; (v) such affidavits as may be customarily and reasonably required pursuant by the Title Company, in a form reasonably accepted to Section 5.7 belowPartnership; (vi) a closing statement acceptable to Partnership; (vii) a certificate from Seller based upon an updated Inquiry Memorandum and an updated response thereto such additional documents as set forth in Exhibit D-1 attached hereto, as to the status of the Seller's warranties and representations set forth in Section 4.1 (b) hereof as of a time no earlier than three (3) days prior to the Closing Date; and if this certificate discloses any new items as to the matters set forth in Section 4.1 (b) hereof which are adverse to Buyer's interests in regard to its contemplated purchase of the Property, Buyer shall have the option, to be exercised by written notice delivered by Buyer to Seller on or before the Closing Date, to terminate this Agreement and receive a full refund of all monies deposited by Buyer hereunder, or to waive such matters and proceed with the closing of the transaction contemplated herein without reduction of the Purchase Price, and in the event Buyer fails to so terminate this Agreement on or before the Closing Date, Buyer shall be deemed reasonably required to have elected to close and consummate the transaction contemplated herein; (viii) an Affidavit of Title in the form attached to by this Agreement as Exhibit K; (ix) an Affidavit of Seller's Residence as respects O.C.G.A. ss. 48-7-128, or other evidence reasonably satisfactory to Buyer indicating that no withholding is required by Buyer from the Purchase Price payable to Seller at Closing; (x) a letter to the tenant under the Lease in the form attached to this Agreement as Exhibit L; (xi) a counterpart Closing Statement; (xii) duplicate counterparts of State of Georgia Transfer Tax Declarations; and (xiii) an affidavit satisfactory to the Title Company regarding payment of all commissions due in connection with the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien ActAgreement.

Escrow Arrangements. An escrow for the purchase and sale ------------------- contemplated by this Agreement has been opened by Buyer and Seller with Title Company under its escrow number 9726690Company. On or before At least one business day prior to the Closing Date, Seller and Buyer shall each deliver joint escrow instructions to the Title Company consistent with this Article 5 VI, and designating Title Company as the "Reporting Person" for the transaction pursuant to Section 6045(e) of the Code. In addition, the parties shall deposit in escrow escrow, at least one business day prior to the Closing Date (unless otherwise provided below in this Section 6.1) the funds and documents described below.: (a) Buyer Seller shall deposit (or cause to be deposited: (i) the balance of the cash portion of the Purchase Price ("Seller's Funds"), plus sufficient cash to pay Buyer's share of all escrow costs, prorations and closing expenses as set forth in Sections 5.3 and 5.4 below; (ii) a counterpart Assignment of Lease (as defined in subparagraph (b) (iv) below), duly executed by Buyer; (iii) a counterpart General Assignment (as defined in subparagraph (b) (ii) below), duly executed by Buyer; (iv) a counterpart Closing Statement setting forth all prorations and disbursements in respect to this transaction (the "Closing Statement"); (v) duplicate counterparts of the State of Georgia Transfer Tax Declaration in the form attached hereto as Exhibit E; and (vi) an affidavit satisfactory to the Title Company regarding payment of all commissions due in connection with the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien Act. (b) Seller shall deposit:): (i) a duly executed and witnessed and notarized acknowledged special warranty deed in favor of Buyer from Seller with respect to the Real Property in the form attached to this Agreement as Exhibit F H (the "Deed"); (ii) a duly executed ▇▇▇▇ of sale pertaining to the Personal Property, in the form attached to this Agreement as Exhibit F (collectively, the "▇▇▇▇ of Sale"); (iii) duly executed counterpart assignment and assumption of Seller's interest in the Leases and the Intangible Property Property, in the form attached to this Agreement as Exhibit G (the "General Assignment"); (iii) a duly executed ▇▇▇▇ Assignment of sale in the form attached to this Agreement as Exhibit H (the "▇▇▇▇ of SaleLeases and Intangible Property"); (iv) a counterpart Assignment by Seller and assumption by Buyer of Seller's interest in the Lease affecting the Property as of the Closing Date in the form attached hereto as Exhibit I (the "Assignment of Lease"), duly executed by Seller; (v) a certificate from Seller certifying the information required by (S) 1445 of the Internal Revenue Code and the regulations issued thereunder to establish, for the purposes of avoiding Buyer's tax withholding obligations, that Seller is not a "foreign person" as defined in Internal Revenue Code 1445(f(S) 1445(f)(3), together with any state law counterparts (3) in the form attached to this Agreement as Exhibit J (collectively, the "FIRPTA Certificate");; and (viv) any other documents required of a transferor of real property in the duly executed estoppel certificate(s) required pursuant jurisdiction in which the Property is located so long as no additional cost is imposed on Seller in connection therewith. In addition, Seller shall deliver to Section 5.7 below; (vii) a certificate from Seller based upon an updated Inquiry Memorandum and an updated response thereto as set forth in Exhibit D-1 attached heretoBuyer on the Closing Date, as outside of escrow, to the status of the extent in Seller's warranties possession or control, the originals of all Leases, contracts and representations set forth in Section 4.1 tenant files pertaining to the Property and all keys to the Property. (b) hereof as of a time no earlier than three Buyer shall deposit: (3i) days on or prior to the Closing Date; Date (but, in any event, sufficiently early to allow the Title Company to close escrow and if this certificate discloses any new items as to the matters set forth in Section 4.1 (b) hereof which are adverse to Buyer's interests in regard to its contemplated purchase of the Property, Buyer shall have the option, to be exercised by written notice delivered by Buyer wire funds to Seller on or before the Closing Date), immediately available funds sufficient to terminate this Agreement and receive a full refund of all monies deposited by Buyer hereunder, or to waive such matters and proceed with pay the closing of the transaction contemplated herein without reduction balance of the Purchase Price, plus sufficient additional cash to pay Buyer's share of all escrow costs and in the event Buyer fails to so terminate this Agreement on or before the Closing Date, Buyer shall be deemed to have elected to close and consummate the transaction contemplated hereinclosing expenses; (viii) an Affidavit of Title in the form attached to this Agreement as Exhibit K; (ix) an Affidavit of Seller's Residence as respects O.C.G.A. ss. 48-7-128, or other evidence reasonably satisfactory to Buyer indicating that no withholding is required by Buyer from the Purchase Price payable to Seller at Closing; (xii) a letter to duly executed counterpart of the tenant under the Lease in the form attached to this Agreement as Exhibit L; (xi) a counterpart Closing Statement; (xii) duplicate counterparts Assignment of State of Georgia Transfer Tax DeclarationsLeases and Intangible Property; and (xiiiiii) an affidavit satisfactory to any other documents required of a transferee of real property in the Title Company regarding payment of all commissions due jurisdiction in connection with which the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien ActProperty is located.

Escrow Arrangements. An escrow for the purchase and sale contemplated by this Agreement has been opened by Buyer and Seller with Title Company under its escrow number 9726690Escrow Company. On or before At least one business day prior to the Closing Date, Seller and Buyer shall each deliver joint escrow instructions to the Title Escrow Company consistent with this Article 5 VI, and designating Escrow Company as the "Reporting Person" for the transaction pursuant to Section 6045(e) of the Code. In addition, the parties shall deposit in escrow escrow, at least one business day prior to the Closing Date (unless otherwise provided below in this Section 6.1) the funds and documents described below.: (aA) Buyer Seller shall deposit (or cause to be deposited: (i) the balance of the cash portion of the Purchase Price ("Seller's Funds"), plus sufficient cash to pay Buyer's share of all escrow costs, prorations and closing expenses as set forth in Sections 5.3 and 5.4 below; (ii) a counterpart Assignment of Lease (as defined in subparagraph (b) (iv) below), duly executed by Buyer; (iii) a counterpart General Assignment (as defined in subparagraph (b) (ii) below), duly executed by Buyer; (iv) a counterpart Closing Statement setting forth all prorations and disbursements in respect to this transaction (the "Closing Statement"); (v) duplicate counterparts of the State of Georgia Transfer Tax Declaration in the form attached hereto as Exhibit E; and (vi) an affidavit satisfactory to the Title Company regarding payment of all commissions due in connection with the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien Act. (b) Seller shall deposit:): (i) a duly executed and witnessed and notarized acknowledged grant deed pertaining to the Real Property in portion of each of the form attached to this Agreement as Exhibit F (five Properties constituting the "Deed"); (ii) a duly executed assignment of Seller's interest in the Intangible Property LPIF Portfolio, each in the form attached to this Agreement as Exhibit G (collectively, the "General AssignmentDeeds"); (iiiii) a duly executed ▇▇bill ▇▇ sale pertaining to the Personal Property portion of sale each of the five Properties constituting the LPIF Portfolio, each in the form attached to this Agreement as Exhibit H (collectively, the "▇▇▇▇ Bills of Sale"); (iviii) a duly executed counterpart Assignment by Seller assignment and assumption by Buyer pertaining to the Intangible Property portion of Seller's interest in the Lease affecting the Property as each of the Closing Date five Properties constituting the LPIF Portfolio, each in the form attached hereto to this Agreement as Exhibit I (collectively, the "Assignment Assignments and Assumption of LeaseIntangible Property"), ; (iv) the duly executed by Seller's Certificate; (v) a certificate from Seller certifying the information required by 1445 Sections 18660 of the Internal California Revenue and Taxation Code and the regulations issued thereunder to establish that the transaction contemplated by this Agreement is exempt from the tax withholding requirements of such provisions (the "California Certificate"); and (vi) a certificate from Seller certifying the information required by Section 1445 of the Code to establish, for the purposes of avoiding Buyer's tax withholding obligations, that Seller is not a "foreign person" as defined in Internal Revenue Section 1445(f)(3) of the Code 1445(f) (3) in the form attached to this Agreement as Exhibit J (the "FIRPTA Certificate"); (vi) the duly executed estoppel certificate(s) required pursuant . In addition, Seller shall deliver to Section 5.7 below; (vii) a certificate from Seller based upon an updated Inquiry Memorandum and an updated response thereto as set forth in Exhibit D-1 attached hereto, as to the status of the Seller's warranties and representations set forth in Section 4.1 (b) hereof as of a time no earlier than three (3) days prior to the Closing Date; and if this certificate discloses any new items as to the matters set forth in Section 4.1 (b) hereof which are adverse to Buyer's interests in regard to its contemplated purchase of the Property, Buyer shall have the option, to be exercised by written notice delivered by Buyer to Seller on or before the Closing Date, outside of escrow, to terminate this Agreement and receive a full refund the extent in Seller's possession or control, the originals of all monies deposited by Buyer hereunder, or to waive such matters Tenant Leases and proceed with the closing of the transaction contemplated herein without reduction of the Purchase Price, tenant files and in the event Buyer fails to so terminate this Agreement on or before the Closing Date, Buyer shall be deemed to have elected to close and consummate the transaction contemplated herein; (viii) an Affidavit of Title in the form attached to this Agreement as Exhibit K; (ix) an Affidavit of Seller's Residence as respects O.C.G.A. ss. 48-7-128, or other evidence reasonably satisfactory to Buyer indicating that no withholding is required by Buyer from the Purchase Price payable to Seller at Closing; (x) a letter all keys to the tenant under the Lease in the form attached to this Agreement as Exhibit L; (xi) a counterpart Closing Statement; (xii) duplicate counterparts of State of Georgia Transfer Tax Declarations; and (xiii) an affidavit satisfactory to the Title Company regarding payment of all commissions due in connection with the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien ActProperty.

Escrow Arrangements. An escrow for the purchase and sale ------------------- contemplated by this Agreement has been opened by Buyer and Seller with Title Company under its escrow number 9726690Company. On or before Not later than one business day prior to the Closing Date, Seller and Buyer shall each deliver joint escrow instructions to the Title Company consistent with this Article 5 VI, and the parties shall deposit in escrow the funds and documents described below. (a) Buyer Seller shall deposit (or cause to be deposited: (i) the balance of the cash portion of the Purchase Price ("Seller's Funds"), plus sufficient cash to pay Buyer's share of all escrow costs, prorations and closing expenses as set forth in Sections 5.3 and 5.4 below; (ii) a counterpart Assignment of Lease (as defined in subparagraph (b) (iv) below), duly executed by Buyer; (iii) a counterpart General Assignment (as defined in subparagraph (b) (ii) below), duly executed by Buyer; (iv) a counterpart Closing Statement setting forth all prorations and disbursements in respect to this transaction (the "Closing Statement"); (v) duplicate counterparts of the State of Georgia Transfer Tax Declaration in the form attached hereto as Exhibit E; and (vi) an affidavit satisfactory to the Title Company regarding payment of all commissions due in connection with the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien Act. (b) Seller shall deposit:): (i) a duly executed and witnessed and notarized acknowledged grant deed in favor of Buyer from Seller with respect to the Real Property in the form attached to this Agreement as Exhibit E, with the ---------- statement of documentary transfer tax separately affixed (the "Deed"); (ii) a duly executed ▇▇▇▇ of sale with respect to the Personal Property in the form attached to this Agreement as Exhibit F (the "Deed▇▇▇▇ of Sale");; --------- (iiiii) a two duly executed counterparts of an assignment and assumption of Seller's interest in the Sony Lease, the MTA Lease and Intangible Property in the form attached to this Agreement as Exhibit G (the "General AssignmentAssignment of Leases and --------- Intangible Property"); (iii) a duly executed ▇▇▇▇ of sale in pertaining to the form attached to this Agreement as Exhibit H (the "▇▇▇▇ of Sale")Property; (iv) a counterpart three (3) counterparts of the Assignment of the Thetford Agreement, executed by Seller and assumption by Buyer of Seller's interest in the Lease affecting the Property as of the Closing Date Thetford in the form attached hereto as to Exhibit I M (the "Assignment of LeaseThetford Assignment"), duly executed by Seller;; --------- (v) a certificate from Seller certifying the information required by 1445 Sections 18662 and 26131 of the California Revenue and Taxation Code to establish that the transaction contemplated by this Agreement is exempt from the tax withholding requirements of the State of California (the "California Certificate"); (vi) a certificate from Seller certifying the information required by (S)1445 of the Internal Revenue Code and the regulations issued thereunder to establish, for the purposes of avoiding Buyer's tax withholding obligations, that Seller is not a "foreign person" as defined in Internal Revenue Code 1445(f(S)1445(f)(3) (3) in the form attached to this Agreement as Exhibit J (the "FIRPTA Certificate"); (vi) the duly executed estoppel certificate(s) required pursuant to Section 5.7 below; (vii) a certificate from Seller based upon an updated Inquiry Memorandum and an updated response thereto as set forth in Exhibit D-1 attached hereto, as to the status of the Seller's warranties and representations set forth in Section 4.1 (b) hereof as of a time no earlier than three (3) days prior to the Closing Date; and if this certificate discloses any new items as to the matters set forth in Section 4.1 (b) hereof which are adverse to Buyer's interests in regard to its contemplated purchase of the Property, Buyer shall have the option, to be exercised by written notice delivered by Buyer to Seller on or before the Closing Date, to terminate this Agreement and receive a full refund of all monies deposited by Buyer hereunder, or to waive such matters and proceed with the closing of the transaction contemplated herein without reduction of the Purchase Price, and in the event Buyer fails to so terminate this Agreement on or before the Closing Date, Buyer shall be deemed to have elected to close and consummate the transaction contemplated hereinCertificate; (viii) an Affidavit executed notice to Sony, informing Sony of Title in the form attached to this Agreement transfer of the Property and directing the payment of rent as Exhibit Krequested by Buyer; (ix) an Affidavit a notice to the City of Seller's Residence Santa ▇▇▇▇▇▇ of the transfer of the Property as respects O.C.G.A. ss. 48-7-128, or other evidence reasonably satisfactory may be required pursuant to Buyer indicating that no withholding is required by Buyer from the Purchase Price payable to Seller at ClosingDevelopment Agreement; (x) a letter notice to the tenant other Lot owners under the Lease in CC&R's of the form attached transfer of the Property as may be required pursuant to this Agreement as Exhibit L;the CC&R's; and (xi) a counterpart customary affidavits as may be reasonably requested by Title Company. (b) Buyer shall deposit: (i) at least one (1) business day prior to the Closing StatementDate, immediately available funds sufficient to pay the balance of the Purchase Price, plus sufficient additional cash to pay Buyer's share of all applicable escrow costs and closing expenses; (xiiii) duplicate two duly executed counterparts of State the Assignment of Georgia Transfer Tax DeclarationsLeases and Intangible Property pertaining to the Property; and (xiiiiii) an affidavit satisfactory three (3) counterparts of the Thetford Assignment executed by Buyer; (iv) a certificate duly executed by Buyer in favor of Seller confirming the waivers and acknowledgments set forth in Sections 2.3(a) and (b) above with respect to the Title Company regarding payment of all commissions due in connection with the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien ActProperty.

Escrow Arrangements. An escrow for the purchase and sale contemplated by this Agreement has been opened by Buyer and Seller with Title Company under its escrow number 9726690Company. On or before the Closing Date, Seller and Buyer shall each deliver joint escrow instructions to the Title Company consistent with this Article 5 VI, and the parties shall deposit in escrow the funds and documents described below. (a) Buyer Seller shall deposit (or cause to be deposited: (i) the balance of the cash portion of the Purchase Price ("Seller's Funds"), plus sufficient cash to pay Buyer's share of all escrow costs, prorations and closing expenses as set forth in Sections 5.3 and 5.4 below; (ii) a counterpart Assignment of Lease (as defined in subparagraph (b) (iv) below), duly executed by Buyer; (iii) a counterpart General Assignment (as defined in subparagraph (b) (ii) below), duly executed by Buyer; (iv) a counterpart Closing Statement setting forth all prorations and disbursements in respect to this transaction (the "Closing Statement"); (v) duplicate counterparts of the State of Georgia Transfer Tax Declaration in the form attached hereto as Exhibit E; and (vi) an affidavit satisfactory to the Title Company regarding payment of all commissions due in connection with the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien Act. (b) Seller shall deposit:): (i) a duly executed and witnessed and notarized acknowledged grant deed in favor of Buyer from Seller with respect to the Real Property in the form attached to this Agreement as Exhibit F EXHIBIT G (the "Deed"); (ii) a duly executed assignment ▇▇▇▇ of Seller's interest in sale with respect to the Intangible Personal Property in the form attached to this Agreement as Exhibit G (the "General Assignment"); (iii) a duly executed ▇▇▇▇ of sale in the form attached to this Agreement as Exhibit EXHIBIT H (the "▇▇▇▇ of Sale"); (iviii) a counterpart Assignment by Seller two duly executed counterparts of an assignment and assumption by Buyer of Seller's interest in the Lease affecting Leases and the Property as of the Closing Date other Intangible Property, in the form attached hereto to this Agreement as Exhibit EXHIBIT I (the "Assignment of LeaseLeases and Intangible Property"), duly executed ; (iv) a certificate from Seller certifying the information required by SellerSections 18662 and 26131 of the California Revenue and Taxation Code to establish that the transaction contemplated by this Agreement is exempt from the tax withholding requirements of the State of California (the "California Certificate"); (v) a certificate from Seller certifying the information required by Section 1445 of the Internal Revenue Code and the regulations issued thereunder to establish, for the purposes of avoiding Buyer's tax withholding obligations, that Seller is not a "foreign person" as defined in Internal Revenue Code 1445(fSection 1445(f)(3) (3) in the form attached to this Agreement as Exhibit J (the "FIRPTA Certificate");; and (vi) the a certificate duly executed estoppel certificate(s) required pursuant to Section 5.7 below; (vii) a certificate from by Seller based upon an updated Inquiry Memorandum in favor of Buyer confirming the representations and an updated response thereto as set forth in Exhibit D-1 attached hereto, as to the status of the Seller's warranties and representations set forth in Section 4.1 above ("Seller's Closing Certificate"). (b) hereof as of a time no earlier than three Buyer shall deposit: (3i) days at least one (1) business day prior to the Closing Date; and if this certificate discloses any new items as , immediately available funds sufficient to pay the matters set forth in Section 4.1 (b) hereof which are adverse to Buyer's interests in regard to its contemplated purchase of the Property, Buyer shall have the option, to be exercised by written notice delivered by Buyer to Seller on or before the Closing Date, to terminate this Agreement and receive a full refund of all monies deposited by Buyer hereunder, or to waive such matters and proceed with the closing of the transaction contemplated herein without reduction balance of the Purchase Price, plus sufficient additional cash to pay Buyer's share of all applicable escrow costs and in the event Buyer fails to so terminate this Agreement on or before the Closing Date, Buyer shall be deemed to have elected to close and consummate the transaction contemplated hereinclosing expenses; (viiiii) an Affidavit of Title in the form attached to this Agreement as Exhibit K; (ix) an Affidavit of Seller's Residence as respects O.C.G.A. ss. 48-7-128, or other evidence reasonably satisfactory to Buyer indicating that no withholding is required by Buyer from the Purchase Price payable to Seller at Closing; (x) a letter to the tenant under the Lease in the form attached to this Agreement as Exhibit L; (xi) a counterpart Closing Statement; (xii) duplicate two duly executed counterparts of State the Assignment of Georgia Transfer Tax DeclarationsLeases and Intangible Property; and (xiiiiii) an affidavit satisfactory to a certificate duly executed by Buyer in favor of Seller confirming the Title Company regarding payment of all commissions due representations and warranties set forth in connection with the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien ActSection 4.3 above ("Buyer's Closing Certificate").

Escrow Arrangements. An escrow for the purchase and sale contemplated by this Agreement has been opened by Seller with Title Company under its escrow number 9726690. On or before the Closing Date, Seller and Buyer Lamcor shall deliver joint escrow instructions cause to be delivered to the Title Company consistent with this Article 5 Escrow Agent at the Effective Time on behalf of the Option Holder and the parties shall deposit in escrow the funds and documents described below. all other Holders an amount equal to (a) $0.12 multiplied by (b) the number of shares of Lamcor capital stock subject to such options or warrants (together with funds delivered to the Escrow Agent on behalf of the Shareholders, the "Escrowed Funds"). The term "Escrow Claim" means any and all claims, individually or in the aggregate, made by Buyer within one year after the Effective Time for the purpose of compensating Buyer for Losses resulting from (x) the breach or inaccuracy of any representation or warranty of Lamcor contained in the Merger Agreement, (y) the failure of Lamcor to perform any covenant or agreement of Lamcor under the Merger Agreement, and (z) all Lamcor Expenses in excess of $275,000; provided, however, that Buyer shall deposit not be entitled to assert a claim against the Escrowed Funds for breaches of representations and warranties pursuant to the preceding clause (x) if Buyer had actual knowledge of the breach at the Effective Time; provided further, that Buyer shall not be entitled to assert an Escrow Claim against the Escrowed Funds unless each such Escrow Claim is in excess of $1,000.00. An Escrow Claim shall be satisfied or cause liquidated only from the Escrowed Funds in accordance with the terms and conditions of the Escrow Agreement; provided, however, that Buyer shall not be entitled to be deposited: receive any of the Escrowed Funds unless (i) the balance Surviving Corporation is not in breach in any Material respect of any of its covenants or agreements arising after the cash portion of the Purchase Price ("Seller's Funds"), plus sufficient cash to pay Buyer's share of all escrow costs, prorations Effective Time and closing expenses as set forth in Sections 5.3 and 5.4 below; (ii) a counterpart Assignment the aggregate amount of Lease all Escrow Claims arising out of clauses (as defined in subparagraph x) and (by) (iv) below), duly executed by Buyer; (iii) a counterpart General Assignment (as defined in subparagraph (b) (ii) below), duly executed by Buyer; (iv) a counterpart Closing Statement setting forth all prorations and disbursements in respect to this transaction (the "Closing Statement"); (v) duplicate counterparts of the State preceding sentence exceeds $50,000. Once such $50,000 threshold has been reached, Buyer shall be entitled to full payment for all Escrow Claims arising out of Georgia Transfer Tax Declaration in such clauses (x) and (y) out of the form attached hereto Escrowed Funds as Exhibit E; and if no such limitation on payment had existed, provided that the conditions of clause (vii) an affidavit satisfactory to of the Title Company regarding payment preceding sentence is satisfied at the time of payment. Buyer shall pay all commissions due fees and expenses in connection with the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien Act. (b) Seller shall deposit: (i) a duly executed and witnessed and notarized deed to the Real Property in the form attached to this Agreement as Exhibit F (the "Deed"); (ii) a duly executed assignment of Seller's interest in the Intangible Property in the form attached to this Agreement as Exhibit G (the "General Assignment"); (iii) a duly executed ▇▇▇▇ of sale in the form attached to this Agreement as Exhibit H (the "▇▇▇▇ of Sale"); (iv) a counterpart Assignment by Seller and assumption by Buyer of Seller's interest in the Lease affecting the Property as of the Closing Date in the form attached hereto as Exhibit I (the "Assignment of Lease"), duly executed by Seller; (v) a certificate from Seller certifying the information required by 1445 of the Internal Revenue Code escrow and the regulations issued thereunder Escrowed Funds, without reimbursement therefor to establish, for the purposes of avoiding Buyer's tax withholding obligations, that Seller is not a "foreign person" as defined in Internal Revenue Code 1445(f) (3) in the form attached to this Agreement as Exhibit J (the "FIRPTA Certificate"); (vi) the duly executed estoppel certificate(s) required pursuant to Section 5.7 below; (vii) a certificate from Seller based upon an updated Inquiry Memorandum and an updated response thereto as set forth in Exhibit D-1 attached hereto, as to the status of the Seller's warranties and representations set forth in Section 4.1 (b) hereof as of a time no earlier than three (3) days prior to the Closing Date; and if this certificate discloses any new items as to the matters set forth in Section 4.1 (b) hereof which are adverse to Buyer's interests in regard to its contemplated purchase of the Property, Buyer shall have the option, to be exercised by written notice delivered by Buyer to Seller on or before the Closing Date, to terminate this Agreement and receive a full refund of all monies deposited by Buyer hereunder, or to waive such matters and proceed with the closing of the transaction contemplated herein without reduction of the Purchase Price, and in the event Buyer fails to so terminate this Agreement on or before the Closing Date, Buyer shall be deemed to have elected to close and consummate the transaction contemplated herein; (viii) an Affidavit of Title in the form attached to this Agreement as Exhibit K; (ix) an Affidavit of Seller's Residence as respects O.C.G.A. ss. 48-7-128, or other evidence reasonably satisfactory to Buyer indicating that no withholding is required by Buyer from the Purchase Price payable Escrowed Funds. Notwithstanding the foregoing, any amount of Lamcor Expenses in excess of $275,000 shall be paid to Seller at Closing; (x) a letter Buyer out of the Escrowed Funds, to the tenant under the Lease in the form attached extent thereof; without regard to this Agreement as Exhibit L; (xi) a counterpart Closing Statement; (xii) duplicate counterparts of State of Georgia Transfer Tax Declarations; and (xiii) an affidavit satisfactory to the Title Company regarding payment of all commissions due in connection with the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien Actsuch $50,000 threshold.

Escrow Arrangements. An escrow for the purchase and sale contemplated by this Agreement has been opened by Seller with Title Company under its escrow number 9726690Company. On or before the Closing Date, Seller and Buyer shall deliver joint escrow instructions to the Title Company consistent with this Article 5 and the parties shall deposit in escrow the funds and documents described below. (a) Buyer shall deposit or cause to be deposited: (i) the balance of the cash portion of the Purchase Price (net of the Deposit) ("SellerBuyer's Funds"), plus sufficient cash to pay Buyer's share of all escrow costs, prorations and closing expenses as set forth in Sections Section 5.3 and 5.4 below; (ii) with respect to each Location, a counterpart General Assignment (as defined in subparagraph (b)(ii) below, duly executed by Buyer; (iii) with respect to each Location, a counterpart Assignment of Lease (as defined in subparagraph (b) (ivb)(iv) below), duly executed by Buyer; (iii) a counterpart General Assignment (as defined in subparagraph (b) (ii) below), duly executed and acknowledged by Buyer; (iv) a counterpart Closing Statement setting forth all prorations and disbursements in respect other documents necessary to close this transaction (the "Closing Statement"); (v) duplicate counterparts of the State of Georgia Transfer Tax Declaration in the form attached hereto as Exhibit E; and (vi) an affidavit satisfactory to the Title Company regarding payment of all commissions due in connection with the Lease or and the transaction contemplated herein in accordance with by the Georgia Commercial Real Estate Broker Lien ActCompanion Contract as may be requested by Title Company. (b) Seller shall deposit: (i) a duly executed and witnessed and notarized acknowledged special warranty deed to each of the Real Property Locations each, respectively, in the form attached to this Agreement as Exhibit F D (each a "Deed" and collectively, the "DeedDeeds"); (ii) with respect to each Location, a duly executed assignment of Seller's interest in the Intangible Property in the form attached to this Agreement as Exhibit G E (the "General Assignment"); (iii) with respect to each Location, a duly executed ▇▇▇▇ of sale in the form attached to this Agreement as Exhibit H F (the "▇▇▇▇ of Sale"); (iv) with respect to each Location, a counterpart Assignment assignment by Seller and assumption by Buyer of Seller's interest in the Lease affecting the Property such Location as of the Closing Date in the form attached hereto as Exhibit I G (the "Assignment of Lease"), duly executed and acknowledged by Seller; (v) with respect to each Location, a Subordination, Attornment and Non-Disturbance Agreement in the form attached hereto as Exhibit H, executed by the tenant at such Location (the "SNDA"). (vi) a certificate from Seller certifying the information required by 1445 of the Internal Revenue Code and the regulations issued thereunder to establish, for the purposes of avoiding Buyer's tax withholding obligations, that Seller is not a "foreign person" as defined in Internal Revenue Code 1445(f) (31445(f)(3) in the form attached to this Agreement as Exhibit J I (the "FIRPTA Certificate"); (vivii) with respect to each Location, the duly executed estoppel certificate(s) certificate required pursuant to Section 5.7 below; (vii) a certificate from Seller based upon an updated Inquiry Memorandum and an updated response thereto as set forth in Exhibit D-1 attached hereto, as to the status of the Seller's warranties and representations set forth in Section 4.1 (b) hereof as of a time no earlier than three (3) days prior to the Closing Date; and if this certificate discloses any new items as to the matters set forth in Section 4.1 (b) hereof which are adverse to Buyer's interests in regard to its contemplated purchase of the Property, Buyer shall have the option, to be exercised by written notice delivered by Buyer to Seller on or before the Closing Date, to terminate this Agreement and receive a full refund of all monies deposited by Buyer hereunder, or to waive such matters and proceed with the closing of the transaction contemplated herein without reduction of the Purchase Price, and in the event Buyer fails to so terminate this Agreement on or before the Closing Date, Buyer shall be deemed to have elected to close and consummate the transaction contemplated herein;and (viii) an Affidavit of Title with respect to each Location, the duly executed Tenant Notice (as defined in the form attached to this Agreement as Exhibit K; (ix) an Affidavit of Seller's Residence as respects O.C.G.A. ss. 48-7-128, or other evidence reasonably satisfactory to Buyer indicating that no withholding is required by Buyer from the Purchase Price payable to Seller at Closing; (x) a letter to the tenant under the Lease in the form attached to this Agreement as Exhibit L; (xi) a counterpart Closing Statement; (xii) duplicate counterparts of State of Georgia Transfer Tax Declarations; and (xiii) an affidavit satisfactory to the Title Company regarding payment of all commissions due in connection with the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien ActSection 5.7 below.

Escrow Arrangements. An escrow for the purchase and sale contemplated by this Agreement has been opened by Seller with Title Company under its escrow number 9726690Company. On or before the Closing Date, Seller and Buyer shall deliver joint escrow instructions to the Title Company consistent with this Article 5 and the parties shall deposit in escrow the funds and documents described below. (a) Buyer shall deposit or cause to be deposited: (i) the balance of the cash portion of the Purchase Price (net of the Deposit) ("SellerBuyer's Funds"), plus sufficient cash to pay Buyer's share of all escrow costs, prorations and closing expenses as set forth in Sections Section 5.3 and 5.4 below; (ii) a counterpart Assignment of Lease (as defined in subparagraph (b) (iv) below)with respect to each Location, duly executed by Buyer; (iii) a counterpart General Assignment (as defined in subparagraph (b) (iiiii) below), duly executed by Buyer; (iii) with respect to each Location, a counterpart Assignment of Lease (as defined in subparagraph (b)(v) below), duly executed and acknowledged by Buyer; (iv) a counterpart Closing Statement setting forth all prorations and disbursements in with respect to the Georgia Location, a duly executed affidavit in the form of Exhibit D attached to this transaction (the "Closing Statement");Agreement; and (v) duplicate counterparts of the State of Georgia Transfer Tax Declaration in the form attached hereto as Exhibit E; and (vi) an affidavit satisfactory all other documents necessary to the Title Company regarding payment of all commissions due in connection with the Lease or close this transaction and the transaction contemplated herein in accordance with by the Georgia Commercial Real Estate Broker Lien ActCompanion Contract as may be requested by Title Company. (b) Seller shall deposit: (i) a duly executed and witnessed and notarized acknowledged grant deed to each of the Real Property California Locations each, respectively, in the form attached to this Agreement as Exhibit F E (each a "Grant Deed" and collectively, the "DeedGrant Deeds"); (ii) a duly executed and acknowledged limited warranty deed to the Georgia Location substantially in the form attached hereto as Exhibit F (the "Limited Warranty Deed" and together with the Grant Deeds, collectively, the Deeds); (iii) with respect to each Location, a duly executed assignment of Seller's interest in the Intangible Property in the form attached to this Agreement as Exhibit G (the "General Assignment"); (iiiiv) with respect to each Location, a duly executed ▇▇▇▇ of sale in the form attached to this Agreement as Exhibit H (the "▇▇▇▇ of Sale"); (ivv) with respect to each Location, a counterpart Assignment assignment by Seller and assumption by Buyer of Seller's interest in the Lease affecting the Property such Location as of the Closing Date in the form attached hereto as Exhibit I (the "Assignment of Lease"), duly executed and acknowledged by Seller; (vvi) with respect to each Location, a Subordination, Attornment and Non-Disturbance Agreement in the form attached hereto as Exhibit J , executed by the tenant at such Location (the "SNDA"). (vii) a certificate from Seller certifying the information required by 1445 of the Internal Revenue Code and the regulations issued thereunder to establish, for the purposes of avoiding Buyer's tax withholding obligations, that Seller is not a "foreign person" as defined in Internal Revenue Code 1445(f) (31445(f)(3) in the form attached to this Agreement as Exhibit J K (the "FIRPTA Certificate"); (viviii) with respect to each Location, the duly executed estoppel certificate(s) certificate required pursuant to Section 5.7 below; (vii) a certificate from Seller based upon an updated Inquiry Memorandum and an updated response thereto as set forth in Exhibit D-1 attached hereto, as to the status of the Seller's warranties and representations set forth in Section 4.1 (b) hereof as of a time no earlier than three (3) days prior to the Closing Date; and if this certificate discloses any new items as to the matters set forth in Section 4.1 (b) hereof which are adverse to Buyer's interests in regard to its contemplated purchase of the Property, Buyer shall have the option, to be exercised by written notice delivered by Buyer to Seller on or before the Closing Date, to terminate this Agreement and receive a full refund of all monies deposited by Buyer hereunder, or to waive such matters and proceed with the closing of the transaction contemplated herein without reduction of the Purchase Price, and in the event Buyer fails to so terminate this Agreement on or before the Closing Date, Buyer shall be deemed to have elected to close and consummate the transaction contemplated herein; (viii) an Affidavit of Title in the form attached to this Agreement as Exhibit K;and (ix) an Affidavit of Seller's Residence with respect to each Location, the duly executed Tenant Notice (as respects O.C.G.A. ss. 48-7-128, or other evidence reasonably satisfactory to Buyer indicating that no withholding is required by Buyer from the Purchase Price payable to Seller at Closing; (x) a letter to the tenant under the Lease defined in the form attached to this Agreement as Exhibit L; (xi) a counterpart Closing Statement; (xii) duplicate counterparts of State of Georgia Transfer Tax Declarations; and (xiii) an affidavit satisfactory to the Title Company regarding payment of all commissions due in connection with the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien ActSection 5.7 below.

Escrow Arrangements. An escrow for the purchase and sale contemplated by this Agreement has been opened by Seller with Title Company under its escrow number 9726690Company. On or before the Closing Date, Seller and Buyer shall each deliver joint escrow instructions to the Title Company consistent with this Article 5 VII and the parties shall deposit in escrow the following funds and documents described below.documents: (a) Buyer shall deposit or cause to be deposited: (i) the balance of the cash portion of the Purchase Price ("Seller's Funds"), plus sufficient cash to pay Buyer's share of all escrow costs, prorations and closing expenses as set forth in Sections 5.3 and 5.4 below; (ii) a counterpart Assignment of Lease (as defined in subparagraph (b) (iv) below), duly executed by Buyer; (iii) a counterpart General Assignment (as defined in subparagraph (b) (ii) below), duly executed by Buyer; (iv) a counterpart Closing Statement setting forth all prorations and disbursements in respect to this transaction (the "Closing Statement"); (v) duplicate counterparts of the State of Georgia Transfer Tax Declaration in the form attached hereto as Exhibit E; and (vi) an affidavit satisfactory to the Title Company regarding payment of all commissions due in connection with the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien Act. (b) Seller shall deposit: (i1) a the duly executed and witnessed and notarized deed to the Real Property in the form attached to this Agreement as Exhibit F (the "Deed")acknowledged Deeds; (ii2) a the duly executed assignment Bills of Seller's interest in the Intangible Property in the form attached to this Agreement as Exhibit G (the "General Assignment")Sale; (iii3) a duly executed ▇▇▇▇ counterparts of sale in the form attached to this Agreement as Exhibit H (the "▇▇▇▇ Assignments of Sale")Intangible Property; (iv4) a counterpart Assignment by Seller and assumption by Buyer of Seller's interest in the Lease affecting the Property as of the Closing Date in the form attached hereto as Exhibit I (the "Assignment of Lease")if applicable, duly executed by Sellercounterparts of the Assignments of Management Agreement; (v5) the duly executed Seller's Certificate; (6) a certificate from Seller certifying the information required by ss. 1445 of the Internal Revenue Code and the regulations issued thereunder to establish, for the purposes of avoiding eliminating Buyer's tax withholding obligations, that Seller is not a "foreign person" as defined in Internal Revenue Code 1445(fss. 1445(f)(3) (3) in the form attached to this Agreement as Exhibit J (the "FIRPTA Certificate"); and (7) any other documents or instruments reasonably requested by Buyer or required to close this transaction in accordance with the terms of this Agreement. (b) Buyer shall deposit: (1) cash in an amount equal to the balance of the Purchase Price ("Seller's Funds"), plus sufficient additional cash to pay Buyer's share of all escrow costs and closing adjustments and expenses; (vi2) the duly executed estoppel certificate(s) required pursuant to Section 5.7 belowcounterparts of the Assignments of Intangible Property; (vii3) if applicable, duly executed counterparts of the Assignments of Management Agreement; (4) a certificate from duly executed by Buyer in favor of Seller based upon an updated Inquiry Memorandum confirming the waivers and an updated response thereto as set forth in Exhibit D-1 attached hereto, as to the status of the Seller's warranties and representations acknowledgments set forth in Section 4.1 3.2 above (b) hereof as of a time no earlier than three (3) days prior to the Closing Date; and if this certificate discloses any new items as to the matters set forth in Section 4.1 (b) hereof which are adverse to Buyer's interests in regard to its contemplated purchase of the Property, "Buyer shall have the option, to be exercised by written notice delivered by Buyer to Seller on or before the Closing Date, to terminate this Agreement and receive a full refund of all monies deposited by Buyer hereunder, or to waive such matters and proceed with the closing of the transaction contemplated herein without reduction of the Purchase Price, and in the event Buyer fails to so terminate this Agreement on or before the Closing Date, Buyer shall be deemed to have elected to close and consummate the transaction contemplated herein; (viii) an Affidavit of Title in the form attached to this Agreement as Exhibit K; (ix) an Affidavit of Seller's Residence as respects O.C.G.A. ss. 48-7-128, or other evidence reasonably satisfactory to Buyer indicating that no withholding is required by Buyer from the Purchase Price payable to Seller at Closing; (x) a letter to the tenant under the Lease in the form attached to this Agreement as Exhibit L; (xi) a counterpart Closing Statement; (xii) duplicate counterparts of State of Georgia Transfer Tax DeclarationsCertificate"); and (xiii5) an affidavit satisfactory any other documents or instruments reasonably requested by the Seller or required to the Title Company regarding payment of all commissions due in connection with the Lease or the close this transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien Actterms of this Agreement.

Escrow Arrangements. An escrow Escrow for the purchase and sale -------------------- contemplated by this Agreement has been shall be opened by Buyer and Seller with Title Company under its escrow number 9726690Company. On or before At least one business day prior to the Closing Date, Seller and Buyer shall each deliver joint escrow instructions to the Title Company consistent with this Article 5 6, and designating Title Company as the "Reporting Person" for the transaction pursuant to Section 6045(e) of the Code. By signing below, Title Company agrees to act as the "Reporting Person" for the transaction pursuant to Section 6045(e) of the Code and to complete and file with the IRS Forms 1099-S (and furnish Buyer and Seller with copies thereof) on or before the due date therefor. In addition, the parties shall deposit in escrow escrow, at least one business day prior to the Closing Date (unless otherwise provided below in this Section 6.1) the funds and documents described below.: (a) Buyer Seller shall deposit (or cause to be deposited: (i) the balance of the cash portion of the Purchase Price ("Seller's Funds"), plus sufficient cash to pay Buyer's share of all escrow costs, prorations and closing expenses as set forth in Sections 5.3 and 5.4 below; (ii) a counterpart Assignment of Lease (as defined in subparagraph (b) (iv) below), duly executed by Buyer; (iii) a counterpart General Assignment (as defined in subparagraph (b) (ii) below), duly executed by Buyer; (iv) a counterpart Closing Statement setting forth all prorations and disbursements in respect to this transaction (the "Closing Statement"); (v) duplicate counterparts of the State of Georgia Transfer Tax Declaration in the form attached hereto as Exhibit E; and (vi) an affidavit satisfactory to the Title Company regarding payment of all commissions due in connection with the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien Act. (b) Seller shall deposit:): (i) a duly executed and witnessed and notarized acknowledged deed pertaining to the Real Property portion of each of the Properties, each in the form attached to this Agreement as Exhibit D-1 ------------ (collectively, the "Deeds"), and an assignment of ground lease with respect to the Discovery Plaza Property in the form attached to this Agreement as Exhibit F D-5 (the "DeedGround Lease Assignment");; ------------ (iiiii) a duly executed counterpart assignment of Seller's interest in and assumption pertaining to the Intangible Property portion of each of the Properties, each in the form attached to this Agreement as Exhibit G D-3 (collectively, the ------------ "General AssignmentAssignments of Intangibles"); (iiiiv) a duly executed ▇▇▇▇ of sale counterpart assignment and assumption pertaining to the Leases, each in the form attached to this Agreement as Exhibit H D-4 (collectively, the ------------ "▇▇▇▇ Assignments of SaleLeases"); (iv) a counterpart Assignment by Seller and assumption by Buyer of Seller's interest in the Lease affecting the Property as of the Closing Date in the form attached hereto as Exhibit I (the "Assignment of Lease"), duly executed by Seller; (v) a certificate from Seller certifying the information required by any of the states in which any of the Properties are located to establish that the transaction contemplated by this Agreement is exempt from the tax withholding requirements of such states (the "State Certificates"); (vi) a certificate from Seller certifying the information required by 1445 of the Internal Revenue Code and the regulations issued thereunder to establish, for the purposes of avoiding Buyer's tax withholding obligations, that Seller is not a "foreign person" as defined in Internal Revenue 1445(f)(3) of the Code 1445(f) (3) in the form attached to this Agreement as Exhibit J (the "FIRPTA Certificate"); (vi) the duly executed estoppel certificate(s) required pursuant to Section 5.7 below; (vii) a certificate from letter executed by Seller based upon an updated Inquiry Memorandum and, if applicable, its management agent and an updated response thereto as set forth the Buyer, in Exhibit D-1 attached heretoform and substance satisfactory to Buyer, as addressed to the status all tenants of each respective Property, notifying all such tenants of the Seller's warranties transfer of ownership of the Property and representations set forth in Section 4.1 (b) hereof as directing payment of a time no earlier than three (3) days prior to all rents accruing after the Closing Date; and if this certificate discloses any new items as to the matters set forth in Section 4.1 (b) hereof which are adverse to Buyer's interests in regard to its contemplated purchase of the Property, Buyer shall have the option, Date to be exercised by written notice delivered by made to Buyer to Seller on or before such other party as Buyer directs (the Closing Date, to terminate this Agreement and receive a full refund of all monies deposited by Buyer hereunder, or to waive such matters and proceed with the closing of the transaction contemplated herein without reduction of the Purchase Price, and in the event Buyer fails to so terminate this Agreement on or before the Closing Date, Buyer shall be deemed to have elected to close and consummate the transaction contemplated herein"Tenant Notices"); (viii) to the extent not previously delivered to Buyer and in Buyer's possession or under its control, originals of any of the Contracts, Leases, licenses, approvals, plans, specifications, warranties, other Intangible Property and other books and records relating to the ownership and operation of the Property (or if the original is not in the Seller's possession or control, copies thereof certified by Seller to be true, correct and complete copies to the extent in Seller's possession or control); (ix) an Affidavit updated Rent Roll for each Property in the same format as was used for the Rent Rolls attached hereto as Exhibit C-1 or in such other format as is reasonably ----------- acceptable to Buyer dated no later than five (5) days prior to Closing; (x) subject to the provisions of Section 2.5, such affidavits as may be reasonably and customarily required by the Title Company to issue the Buyer's Title Policies in the form required hereby (including, without limitation, without exception for parties-in-possession (other than tenants under the Leases) or mechanics' or materialmen's liens which are to be satisfied by Seller pursuant to Section 2.5) together with such other documents reasonably required by the Title Company for Seller to comply with the obligations under Section 2.5; (xi) evidence reasonably satisfactory to the Title Company as to the legal existence and authority of the Seller and the authority and incumbency of the persons signing documents on behalf of the Seller; (xii) duly executed documentation required by the Lender and acceptable to Seller evidencing that Buyer has accepted the conveyance of the Properties subject to the Note and other Loan Documents and the release of Seller and its affiliates from all obligations under the Note and Loan Documents arising from and after Closing (the "Loan Assignment and Release Documents"); (xiii) a duly executed assignment assigning to Buyer all reserve accounts established pursuant to that certain Cash Collateral Account Agreement between LaSalle National Bank, Seller and Lender, including, without limitation, escrow accounts for property taxes, property insurance and deferred maintenance in the form attached to this Agreement as Exhibit KD-6; ------------ (xiv) documents which are effective to transfer from Seller to Buyer all authority with respect to the lock-box account used in connection with the Loan; and (xv) such other documents and instruments as may be required by any other provision of this Agreement or as may reasonably be required by Title Company or otherwise to carry out the terms and intent of this Agreement. In addition, Seller shall deliver to Buyer on the Closing Date, outside of escrow, to the extent in Seller's possession or control, the originals of all Leases, Contracts and tenant files and all keys to the Properties. (b) Buyer shall deposit: (i) on the Closing Date, immediately available funds sufficient to pay the balance of the Purchase Price, plus sufficient additional cash to pay Buyer's share of all escrow costs and closing expenses; (ixii) an Affidavit a duly executed counterpart for each of Seller's Residence as respects O.C.G.A. ss. 48-7-128the Assignments of Intangibles, or other Ground Lease Assignment, the Loan Assignment and Release Documents, Assignments of Leases (and Tenant Notices where required); (iii) a certificate duly executed by Buyer in favor of Seller confirming the waivers and acknowledgments set forth in Sections 2.5 and 4.4 above; (iv) evidence reasonably satisfactory to Buyer indicating that no withholding is required by Buyer from the Purchase Price payable to Seller at Closing; (x) a letter Title Company as to the tenant under legal existence and authority of the Lease in Buyer and the form attached to this Agreement as Exhibit L; (xi) a counterpart Closing Statement; (xii) duplicate counterparts authority and incumbency of State the persons signing documents on behalf of Georgia Transfer Tax Declarationsthe Buyer; and (xiiiv) an affidavit satisfactory to the such other documents and instruments as may be required by any other provision of this Agreement or as may reasonably be required by Title Company regarding payment or otherwise to carry out the terms and intent of all commissions due in connection with the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien Actthis Agreement.

Escrow Arrangements. An escrow for the purchase and sale contemplated by this Agreement has been shall be opened by Seller with the Title Company under its escrow number 9726690Company. On or before the Closing Date, Seller and Buyer shall each deliver joint escrow instructions to the Title Company consistent with this Article 5 Section 8 and the parties shall deposit in escrow the funds and documents described below. (a) Buyer shall deposit or cause to be deposited: (i) the balance of the cash portion of the Purchase Price ("Seller's Funds"), plus sufficient cash to pay Buyer's share of all escrow costs, prorations and closing expenses as set forth in Sections 5.3 and 5.4 below; (ii) a counterpart Assignment of Lease (as defined in subparagraph (b) (iv) below), duly executed by Buyer; (iii) a counterpart General Assignment (as defined in subparagraph (b) (ii) below), duly executed by Buyer; (iv) a counterpart Closing Statement setting forth all prorations and disbursements in respect to this transaction (the "Closing Statement"); (v) duplicate counterparts of the State of Georgia Transfer Tax Declaration in the form attached hereto as Exhibit E; and (vi) an affidavit satisfactory to the Title Company regarding payment of all commissions due in connection with the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien Act. (b) Seller shall deposit: (i1) a duly executed and witnessed and notarized acknowledged special warranty deed to the Real Property (the “Deed”); (2) a duly executed b▇▇▇ of sale with respect to the Personal Property in the form attached to this Agreement as Exhibit F D (the "Deed"); (ii) a duly executed assignment of Seller's interest in the Intangible Property in the form attached to this Agreement as Exhibit G (the "General Assignment"); (iii) a duly executed ▇▇▇▇ of sale in the form attached to this Agreement as Exhibit H (the "▇“B▇▇▇ of Sale"”); (iv) a counterpart Assignment by Seller and assumption by Buyer of Seller's interest in the Lease affecting the Property as of the Closing Date in the form attached hereto as Exhibit I (the "Assignment of Lease"), duly executed by Seller; (v3) a certificate from Seller certifying the information required by § 1445 of the Internal Revenue Code and the regulations issued thereunder to establish, for the purposes of avoiding satisfying Buyer's ’s tax withholding obligations, that Seller is not a "“foreign person" ” as defined in Internal Revenue Code 1445(f§ 1445(f)(3) (3) in the form attached to this Agreement as Exhibit J (the "“FIRPTA Certificate"”); (vi4) the duly executed estoppel certificate(s) required pursuant a gap undertaking so as to Section 5.7 beloweffectuate a “New York” style closing; (vii5) a certificate from Seller based upon an updated Inquiry Memorandum any building permits and an updated response thereto as set forth certificates of occupancy for the Real Property in Exhibit D-1 attached hereto, as to the status of the Seller's warranties and representations set forth in Section 4.1 (b) hereof as of a time no earlier than three (3) days prior to the Closing Date; and if this certificate discloses any new items as to the matters set forth in Section 4.1 (b) hereof which are adverse to Buyer's interests in regard to its contemplated purchase of the Property, Buyer shall have the option, to be exercised by written notice delivered by Buyer to Seller on or before the Closing Date, to terminate this Agreement and receive a full refund of all monies deposited by Buyer hereunder, or to waive such matters and proceed with the closing of the transaction contemplated herein without reduction of the Purchase Price, and in the event Buyer fails to so terminate this Agreement on or before the Closing Date, Buyer shall be deemed to have elected to close and consummate the transaction contemplated herein’s actual possession; (viii6) an assignment of the roof warranty for the Real Property together with the original of such warranty; (7) the Estoppels and counterparts of the Subordinations (as defined in Section 9.18 herein) executed by Seller as tenant; (8) an Affidavit of Title in the form attached to this Agreement as Exhibit Kcustomary form; (ix9) an Affidavit ALTA statement to and for the benefit of Seller's Residence as respects O.C.G.A. ss. 48-7-128the Title Company, or other evidence reasonably satisfactory to Buyer indicating that no withholding is required by Buyer from with attached rent roll including information regarding the Purchase Price payable to Seller at Closing; (x) a letter to Office Lease and the tenant under the Lease in the form attached to this Agreement as Exhibit L; (xi) a counterpart Closing Statement; (xii) duplicate counterparts of State of Georgia Transfer Tax DeclarationsIndustrial Lease; and (xiii10) Originals of all service contracts pertaining to the repair, maintenance and operation of the Real Property and certificates of occupancy, to the extent any of the foregoing are in the actual possession of Seller. (b) Buyer shall deposit: (1) cash in an amount equal to the balance of the Purchase Price (“Seller’s Funds”), plus sufficient additional cash to pay Buyer’s share of all escrow costs and closing expenses; (2) a gap undertaking so as to effectuate a “New York” style closing; (3) counterparts of the Subordinations executed by Buyer’s mortgage lender; and (4) an affidavit satisfactory ALTA Statement to and for the benefit of the Title Company with attached rent roll including information regarding payment the Office Lease and the Industrial Lease. (c) Seller and Buyer shall deposit (1) a customary closing statement; (2) State of all commissions due in connection with Illinois and any required local transfer tax declarations; (3) original executed counterparts of the Office Lease or and Industrial Lease; and (4) such other documents as the Title Company may reasonably request to consummate the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien Actby this Agreement.

Escrow Arrangements. An escrow In the event that the Completion Accounts shall not have become binding for purposes of paragraph 4.4 of Schedule 3 by the purchase and sale contemplated by this Agreement has been opened by Seller with Title Company under its escrow number 9726690. On or before the Closing Completion Date, Seller and Buyer the parties agree that the following provisions shall deliver joint escrow instructions to the Title Company consistent with this Article 5 take effect (and the parties Escrow Agent shall deposit in escrow the funds and documents described below. (a) Buyer shall deposit or cause to be deposited:instructed accordingly):- (i) the balance share certificates for a provisional number of the cash portion of the Purchase Price ("Seller's Funds"), plus sufficient cash to pay Buyer's share of all escrow costs, prorations and closing expenses as set forth in Sections 5.3 and 5.4 below; (ii) a counterpart Assignment of Lease (as defined in subparagraph (b) (iv) below), duly executed by Buyer; (iii) a counterpart General Assignment (as defined in subparagraph (b) (ii) below), duly executed by Buyer; (iv) a counterpart Closing Statement setting forth all prorations and disbursements in respect to this transaction (the "Closing Statement"); (v) duplicate counterparts of the State of Georgia Transfer Tax Declaration in the form attached hereto as Exhibit E; and (vi) an affidavit satisfactory 428,560 Initial Consideration Shares shall prior to the Title Company regarding payment of all commissions due in connection with the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien Act. (b) Seller shall deposit: (i) a duly executed and witnessed and notarized deed Completion Date, be delivered to the Real Property in the form attached to this Agreement as Exhibit F Escrow Agent for purposes of sub-clause (the "Deed"C)(ii); (ii) a duly executed assignment share certificates in respect of Seller's interest in half of the Intangible Property in provisional number of 428,560 Initial Consideration Shares shall be released by the form attached Escrow Agent to this Agreement as Exhibit G (the "General Assignment")Vendors on Completion Date; (iii) a duly executed ▇▇▇▇ share certificates in respect of sale the remaining half of the provisional number of 428,560 Initial Consideration Shares shall not be released to the Vendors on Completion Date, but instead be held in escrow by the form attached to this Escrow Agent under the Escrow Agent Agreement as Exhibit H (the "▇▇▇▇ of Sale")pending release thereof; (iv) a counterpart Assignment by Seller and assumption by Buyer after the Completion Accounts shall have become binding for purposes of Seller's interest paragraph 4.4 of Schedule 3, the parties shall determine the final number of Initial Consideration Shares in the Lease affecting the Property as accordance with paragraph 5 of the Closing Date in the form attached hereto as Exhibit I (the "Assignment of Lease"), duly executed by SellerSchedule 3; (v) a certificate from Seller certifying the information required by 1445 Purchaser shall forthwith furnish to the Escrow Agent substitute or further share certificates in respect of shares in its common stock as may be appropriate, with the intent that, after taking into account half of the Internal Revenue Code and provisional number of 428,560 Initial Consideration Shares released to the regulations issued thereunder to establishVendors on Completion Date, for the purposes Vendors shall in their respective Shareholding Proportion receive the final number of avoiding Buyer's tax withholding obligations, that Seller is not a "foreign person" as defined in Internal Revenue Code 1445(f) (3) in the form attached to this Agreement as Exhibit J (the "FIRPTA Certificate")Initial Consideration Shares; (vi) the duly executed estoppel certificate(sparties shall instruct the Escrow Agent as to the Escrow Agent's release to (aa) required pursuant each of the Vendors in his Shareholding Proportion, of all or part of the share certificates in respect of the Initial Consideration Shares then held by it in escrow and any substitute or further share certificates furnished to Section 5.7 belowthe Escrow Agent under the foregoing paragraph (v) and (bb) the Purchaser of the remaining share certificates; (vii) a certificate from Seller based upon an updated Inquiry Memorandum and an updated response thereto if the final number of Initial Consideration Shares as set forth in Exhibit D-1 attached heretofinally determined shall be less than half of the provisional number of 428,560 Initial Consideration Shares, as (aa) the Vendors shall be required to forthwith deliver up to the status of Purchaser the Seller's warranties and representations set forth in Section 4.1 (b) hereof as of a time no earlier than three (3) days prior share certificates released to the Closing Date; Vendors on Completion Date in exchange for share certificates allotted to each Vendor for the final number of Initial Consideration Shares in his Shareholding Proportion and if this certificate discloses any new items as (bb) the Vendors and the Purchaser shall instruct the Escrow Agent to forthwith deliver up to the matters set forth Purchaser all share certificates then held by it in Section 4.1 (b) hereof which are adverse to Buyer's interests in regard to its contemplated purchase of the Property, Buyer shall have the option, to be exercised by written notice delivered by Buyer to Seller on or before the Closing Date, to terminate this Agreement and receive a full refund of all monies deposited by Buyer hereunder, or to waive such matters and proceed with the closing of the transaction contemplated herein without reduction of the Purchase Price, and in the event Buyer fails to so terminate this Agreement on or before the Closing Date, Buyer shall be deemed to have elected to close and consummate the transaction contemplated hereinescrow; (viii) an Affidavit the release of Title in the form attached to this Agreement as Exhibit K; (ix) an Affidavit of Seller's Residence as respects O.C.G.A. ss. 48-7-128, or other evidence reasonably satisfactory to Buyer indicating that no withholding is required by Buyer from the Purchase Price payable to Seller at Closing; (x) a letter to the tenant share certificates under the Lease in foregoing paragraph (vii) shall take place 15 Business Days after the form attached to this Agreement as Exhibit L; Completion Accounts shall have become binding for purposes of paragraph 4.4 of Schedule 3 (xi) or if such day is not a counterpart Closing Statement; (xii) duplicate counterparts of State of Georgia Transfer Tax Declarations; and (xiii) an affidavit satisfactory to Business Day, on the Title Company regarding payment of all commissions due in connection with the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien Actimmediately succeeding Business Day).

Escrow Arrangements. An escrow for the purchase and sale contemplated by this Agreement has been opened by Seller with Title Company under its escrow number 9726690. On or before Before the Closing Date, Seller and Buyer shall each deliver joint escrow instructions to the Title Company consistent with this Article 5 VI and the parties shall deposit in escrow the Escrow the funds and documents described below. (a) Buyer shall deposit or cause to be deposited: (i) the balance of the cash portion of the Purchase Price ("Seller's Funds"), plus sufficient cash to pay Buyer's share of all escrow costs, prorations and closing expenses as set forth in Sections 5.3 and 5.4 below; (ii) a counterpart Assignment of Lease (as defined in subparagraph (b) (iv) below), duly executed by Buyer; (iii) a counterpart General Assignment (as defined in subparagraph (b) (ii) below), duly executed by Buyer; (iv) a counterpart Closing Statement setting forth all prorations and disbursements in respect to this transaction (the "Closing Statement"); (v) duplicate counterparts of the State of Georgia Transfer Tax Declaration in the form attached hereto as Exhibit E; and (vi) an affidavit satisfactory to the Title Company regarding payment of all commissions due in connection with the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien Act. (b) Seller shall deposit: (i) a duly executed and witnessed and notarized acknowledged grant deed to the Real Property Buyer in the form attached to this Agreement as Exhibit F EXHIBIT L (the "“Grant Deed"”); (ii) two (2) duly executed and acknowledged counterparts of the Release Agreement and Covenant Not to ▇▇▇ in the form attached hereto as EXHIBIT I (the “Covenant”); (iii) two (2) duly executed counterparts of an Assignment of Leases in the form of EXHIBIT C hereto, to which will be attached an exhibit which lists then-current Tenant Occupancy Leases; (iv) two (2) duly executed counterparts of a ▇▇▇▇ of Sale and Assignment (the “▇▇▇▇ of Sale”) in the form of EXHIBIT D hereto; to which will be attached schedules which list the Contracts and the Personal Property; (v) a duly executed assignment Affidavit of Seller's interest in the Intangible Property Non-foreign Status in the form attached to this Agreement as Exhibit G EXHIBIT M (the "General Assignment"“Affidavit”); (iiivi) a duly executed ▇▇▇▇ of sale in the form attached to this Agreement as Exhibit H California Franchise Tax Board Form 593-C (the "▇▇▇▇ of Sale"“Form 593-C”); (ivvii) a counterpart Assignment by Seller and assumption by Buyer of Seller's interest in the Lease affecting the Property as two (2) duly executed counterparts of the Closing Date Loan Assumption Agreement; (viii) two (2) duly executed counterparts of the Assumption Indemnity Agreement in the form attached hereto as Exhibit I of EXHIBIT O; (ix) letters (“Tenant Notice Letters”) to all tenants and contractors and vendors under the "Assignment Contracts in the form of Lease")EXHIBIT N, duly executed by Seller; (x) escrow instructions and an approved preliminary settlement statement consistent with the terms of this Agreement; (xi) Such other documents as the Existing Lender may require and such other documents as the Title Company reasonably may require including, without limitation, evidence of Seller’s authority and an owner’s affidavit in a form reasonably acceptable to Seller; and (xii) Seller’s Representation Letter as described in Section 4.7 above. (b) Buyer shall deposit: (i) Immediately available funds in the amount of the Purchase Price as adjusted for prorations and credits, less the Deposit and less the then-outstanding balance of the Existing Loan (“Seller’s Funds”), plus sufficient additional funds to pay Buyer’s share of all Escrow costs and closing expenses; (ii) two (2) duly executed and acknowledged counterparts of the Covenant; (iii) two (2) duly executed counterparts of the Assignment of Leases; (iv) two (2) duly executed counterparts of the ▇▇▇▇ of Sale and Assignment; (v) a certificate from Seller certifying the information required by 1445 two (2) counterparts of the Internal Revenue Code Assumption Indemnity Agreement duly executed by Buyer and the regulations issued thereunder by any entity other than Buyer to establish, for the purposes of avoiding Buyer's tax withholding obligations, that Seller is not a "foreign person" as defined in Internal Revenue Code 1445(f) (3) in the form attached which Buyer assigns its rights under and pursuant to this Agreement as Exhibit J (the "FIRPTA Certificate")Agreement; (vi) the duly executed estoppel certificate(s) such documents and funds as may be required pursuant to Section 5.7 belowthe approved Loan Assumption Agreement; (vii) a certificate from Seller based upon an updated Inquiry Memorandum and an updated response thereto as set forth in Exhibit D-1 attached hereto, as to the status two (2) duly executed counterparts of the Seller's warranties and representations set forth in Section 4.1 (b) hereof as of a time no earlier than three (3) days prior to the Closing Date; and if this certificate discloses any new items as to the matters set forth in Section 4.1 (b) hereof which are adverse to Buyer's interests in regard to its contemplated purchase of the Property, Buyer shall have the option, to be exercised by written notice delivered by Buyer to Seller on or before the Closing Date, to terminate this Agreement and receive a full refund of all monies deposited by Buyer hereunder, or to waive such matters and proceed with the closing of the transaction contemplated herein without reduction of the Purchase Price, and in the event Buyer fails to so terminate this Agreement on or before the Closing Date, Buyer shall be deemed to have elected to close and consummate the transaction contemplated hereinLoan Assumption Agreement; (viii) an Affidavit the Letter of Title in the form attached Credit as issued by a Bank reasonably acceptable to this Agreement as Exhibit K;Seller; and (ix) escrow instructions and an Affidavit of Seller's Residence as respects O.C.G.A. ss. 48-7-128, or other evidence reasonably satisfactory to Buyer indicating that no withholding is required by Buyer from the Purchase Price payable to Seller at Closing; (x) a letter to the tenant under the Lease in the form attached to this Agreement as Exhibit L; (xi) a counterpart Closing Statement; (xii) duplicate counterparts of State of Georgia Transfer Tax Declarations; and (xiii) an affidavit satisfactory to the Title Company regarding payment of all commissions due in connection approved preliminary settlement statement consistent with the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien Actterms of this Agreement.

Escrow Arrangements. An escrow for the purchase and sale contemplated by this Agreement has been opened by Seller with Title Company under its escrow number 9726690. On or before the Closing DateUpon delivery of a valid Purchase Notice, Seller and Buyer shall deliver joint escrow instructions to the Title Company consistent with this Article 5 and the parties shall deposit in escrow the funds and documents described below. (a) Buyer a binding contract shall deposit or cause be deemed to exist between SLR and Sentio with respect to the sale and purchase of SLR’s Interest, and (b) the closing shall be deposited: held pursuant to an escrow arrangement acceptable to SLR and Sentio in the exercise of their reasonable judgment on a Business Day selected by Sentio not less than twenty (20) days and not more than sixty (60) days after the determination of the Fair Market Value of all of the Company Assets pursuant to Section 5 of this Exhibit F. At the closing, (i) subject to the balance provisions of Section 8.15, Sentio shall pay (or, at Sentio’s sole election, cause the cash portion of Company to pay, provided that Sentio shall be solely responsible for any Required Capital Contribution to the Company in connection therewith) the Purchase Price by wire transfer of immediately available funds ("Seller's Funds"), plus sufficient cash United States dollars) to pay Buyer's share of all escrow costs, prorations and closing expenses as set forth an account designated in Sections 5.3 and 5.4 below; writing by SLR; (ii) a counterpart Assignment SLR shall deliver to Sentio or its designee (including, at Sentio’s sole election, the Company) an assignment of Lease all of SLR’s Interest, which such assignment shall be free and clear of all legal and equitable claims (as defined other than the legal and equitable claims, if any, of Sentio pursuant to this Agreement) and all liens and encumbrances; (iii) SLR and Sentio each shall (or, at Sentio’s sole election, Sentio shall cause the Company to) execute an agreement acceptable to such Members in subparagraph the exercise of their reasonable judgment whereby (bx) each Member shall (or, at Sentio’s sole election, Sentio shall cause the Company to) represent and warrant to the other that each is duly organized, validly existing, has the necessary power and authority to consummate the subject transactions and that the consummation of the subject transactions requires no consents or approvals which have not been obtained, and (y) SLR shall represent to Sentio (or, at Sentio’s sole election, the Company) that SLR is the owner of its Interest free and clear of all liens and encumbrances and that the Transfer is being made free and clear of all legal and equitable claims (other than the legal and equitable claims of Sentio pursuant to this Agreement); (iv) below)the purchase price to be paid by Sentio (or, duly executed at Sentio’s sole election, the Company) shall be adjusted to account for, and fully repay, any outstanding Default Loans (and any unpaid interest and any charges thereon) owing by Buyer; (iii) a counterpart General Assignment (as defined in subparagraph (b) (ii) below), duly executed by Buyer; (iv) a counterpart Closing Statement setting forth all prorations SLR; and disbursements in respect to this transaction (the "Closing Statement"); (v) duplicate counterparts if applicable, the Members shall execute all amendments to fictitious name, limited liability company or similar certificates necessary to effect the withdrawal of SLR from the Company. The closing of the State purchase by Sentio (or, at Sentio’s sole election, the Company) of Georgia Transfer Tax Declaration SLR’s Interest hereunder shall occur concurrently with, and shall be conditioned upon the concurrent closing of the purchase by Sentio or an Affiliate of Sentio, of SLR’s or its Affiliate’s “Interest” in the form attached hereto as Exhibit E; and (vi) an affidavit satisfactory OpCo LLC pursuant to the Title Company regarding payment terms of all commissions due the OpCo LLC Agreement. Each party shall pay its own costs and expenses in connection with the Lease or conveyance of SLR’s Interest to Sentio (or, at Sentio’s sole election, the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien ActCompany). (b) Seller shall deposit: (i) a duly executed and witnessed and notarized deed to the Real Property in the form attached to this Agreement as Exhibit F (the "Deed"); (ii) a duly executed assignment of Seller's interest in the Intangible Property in the form attached to this Agreement as Exhibit G (the "General Assignment"); (iii) a duly executed ▇▇▇▇ of sale in the form attached to this Agreement as Exhibit H (the "▇▇▇▇ of Sale"); (iv) a counterpart Assignment by Seller and assumption by Buyer of Seller's interest in the Lease affecting the Property as of the Closing Date in the form attached hereto as Exhibit I (the "Assignment of Lease"), duly executed by Seller; (v) a certificate from Seller certifying the information required by 1445 of the Internal Revenue Code and the regulations issued thereunder to establish, for the purposes of avoiding Buyer's tax withholding obligations, that Seller is not a "foreign person" as defined in Internal Revenue Code 1445(f) (3) in the form attached to this Agreement as Exhibit J (the "FIRPTA Certificate"); (vi) the duly executed estoppel certificate(s) required pursuant to Section 5.7 below; (vii) a certificate from Seller based upon an updated Inquiry Memorandum and an updated response thereto as set forth in Exhibit D-1 attached hereto, as to the status of the Seller's warranties and representations set forth in Section 4.1 (b) hereof as of a time no earlier than three (3) days prior to the Closing Date; and if this certificate discloses any new items as to the matters set forth in Section 4.1 (b) hereof which are adverse to Buyer's interests in regard to its contemplated purchase of the Property, Buyer shall have the option, to be exercised by written notice delivered by Buyer to Seller on or before the Closing Date, to terminate this Agreement and receive a full refund of all monies deposited by Buyer hereunder, or to waive such matters and proceed with the closing of the transaction contemplated herein without reduction of the Purchase Price, and in the event Buyer fails to so terminate this Agreement on or before the Closing Date, Buyer shall be deemed to have elected to close and consummate the transaction contemplated herein; (viii) an Affidavit of Title in the form attached to this Agreement as Exhibit K; (ix) an Affidavit of Seller's Residence as respects O.C.G.A. ss. 48-7-128, or other evidence reasonably satisfactory to Buyer indicating that no withholding is required by Buyer from the Purchase Price payable to Seller at Closing; (x) a letter to the tenant under the Lease in the form attached to this Agreement as Exhibit L; (xi) a counterpart Closing Statement; (xii) duplicate counterparts of State of Georgia Transfer Tax Declarations; and (xiii) an affidavit satisfactory to the Title Company regarding payment of all commissions due in connection with the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien Act.

Escrow Arrangements. An escrow for the purchase and sale contemplated by this Agreement has been opened by Seller with Title Company under its escrow number 9726690. On or before the Closing DateUpon delivery of a valid Purchase Notice, Seller and Buyer shall deliver joint escrow instructions to the Title Company consistent with this Article 5 and the parties shall deposit in escrow the funds and documents described below. (a) Buyer a binding contract shall deposit or cause be deemed to exist between SLR and Sentio with respect to the sale and purchase of SLR’s Interest, and (b) the closing shall be deposited: held pursuant to an escrow arrangement acceptable to SLR and Sentio in the exercise of their reasonable judgment on a Business Day selected by Sentio not less than twenty (20) days and not more than sixty (60) days after the determination of the Fair Market Value of all of the Company Assets pursuant to Section 5 of this Exhibit F. At the closing, (i) subject to the balance provisions of Section 8.15, Sentio shall pay (or, at Sentio’s sole election, cause the cash portion of Company to pay, provided that Sentio shall be solely responsible for any Required Capital Contribution to the Company in connection therewith) the Purchase Price by wire transfer of immediately available funds ("Seller's Funds"), plus sufficient cash United States dollars) to pay Buyer's share of all escrow costs, prorations and closing expenses as set forth an account designated in Sections 5.3 and 5.4 below; writing by SLR; (ii) a counterpart Assignment SLR shall deliver to Sentio or its designee (including, at Sentio’s sole election, the Company) an assignment of Lease all of SLR’s Interest, which such assignment shall be free and clear of all legal and equitable claims (as defined other than the legal and equitable claims, if any, of Sentio pursuant to this Agreement) and all liens and encumbrances; (iii) SLR and Sentio each shall (or, at Sentio’s sole election, Sentio shall cause the Company to) execute an agreement acceptable to such Members in subparagraph the exercise of their reasonable judgment whereby (bx) each Member shall (or, at Sentio’s sole election, Sentio shall cause the Company to) represent and warrant to the other that each is duly organized, validly existing, has the necessary power and authority to consummate the subject transactions and that the consummation of the subject transactions requires no consents or approvals which have not been obtained, and (y) SLR shall represent to Sentio (or, at Sentio’s sole election, the Company) that SLR is the owner of its Interest free and clear of all liens and encumbrances and that the Transfer is being made free and clear of all legal and equitable claims (other than the legal and equitable claims of Sentio pursuant to this Agreement); (iv) below)the purchase price to be paid by Sentio (or, duly executed at Sentio’s sole election, the Company) shall be adjusted to account for, and fully repay, any outstanding Default Loans (and any unpaid interest and any charges thereon) owing by Buyer; (iii) a counterpart General Assignment (as defined in subparagraph (b) (ii) below), duly executed by Buyer; (iv) a counterpart Closing Statement setting forth all prorations SLR; and disbursements in respect to this transaction (the "Closing Statement"); (v) duplicate counterparts if applicable, the Members shall execute all amendments to fictitious name, limited liability company or similar certificates necessary to effect the withdrawal of SLR from the Company. The closing of the State purchase by Sentio (or, at Sentio’s sole election, the Company) of Georgia Transfer Tax Declaration SLR’s Interest hereunder shall occur concurrently with, and shall be conditioned upon the concurrent closing of the purchase by Sentio or an Affiliate of Sentio, of SLR’s or its Affiliate’s “Interest” in the form attached hereto as Exhibit E; and (vi) an affidavit satisfactory PropCo LLC pursuant to the Title Company regarding payment terms of all commissions due the PropCo LLC Agreement. Each party shall pay its own costs and expenses in connection with the Lease or conveyance of SLR’s Interest to Sentio (or, at Sentio’s sole election, the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien ActCompany). (b) Seller shall deposit: (i) a duly executed and witnessed and notarized deed to the Real Property in the form attached to this Agreement as Exhibit F (the "Deed"); (ii) a duly executed assignment of Seller's interest in the Intangible Property in the form attached to this Agreement as Exhibit G (the "General Assignment"); (iii) a duly executed ▇▇▇▇ of sale in the form attached to this Agreement as Exhibit H (the "▇▇▇▇ of Sale"); (iv) a counterpart Assignment by Seller and assumption by Buyer of Seller's interest in the Lease affecting the Property as of the Closing Date in the form attached hereto as Exhibit I (the "Assignment of Lease"), duly executed by Seller; (v) a certificate from Seller certifying the information required by 1445 of the Internal Revenue Code and the regulations issued thereunder to establish, for the purposes of avoiding Buyer's tax withholding obligations, that Seller is not a "foreign person" as defined in Internal Revenue Code 1445(f) (3) in the form attached to this Agreement as Exhibit J (the "FIRPTA Certificate"); (vi) the duly executed estoppel certificate(s) required pursuant to Section 5.7 below; (vii) a certificate from Seller based upon an updated Inquiry Memorandum and an updated response thereto as set forth in Exhibit D-1 attached hereto, as to the status of the Seller's warranties and representations set forth in Section 4.1 (b) hereof as of a time no earlier than three (3) days prior to the Closing Date; and if this certificate discloses any new items as to the matters set forth in Section 4.1 (b) hereof which are adverse to Buyer's interests in regard to its contemplated purchase of the Property, Buyer shall have the option, to be exercised by written notice delivered by Buyer to Seller on or before the Closing Date, to terminate this Agreement and receive a full refund of all monies deposited by Buyer hereunder, or to waive such matters and proceed with the closing of the transaction contemplated herein without reduction of the Purchase Price, and in the event Buyer fails to so terminate this Agreement on or before the Closing Date, Buyer shall be deemed to have elected to close and consummate the transaction contemplated herein; (viii) an Affidavit of Title in the form attached to this Agreement as Exhibit K; (ix) an Affidavit of Seller's Residence as respects O.C.G.A. ss. 48-7-128, or other evidence reasonably satisfactory to Buyer indicating that no withholding is required by Buyer from the Purchase Price payable to Seller at Closing; (x) a letter to the tenant under the Lease in the form attached to this Agreement as Exhibit L; (xi) a counterpart Closing Statement; (xii) duplicate counterparts of State of Georgia Transfer Tax Declarations; and (xiii) an affidavit satisfactory to the Title Company regarding payment of all commissions due in connection with the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien Act.

Escrow Arrangements. An escrow for the purchase and sale contemplated by this Agreement has been opened by Seller with Title Company under its escrow number 9726690110002. On or before the Closing Date, Seller and Buyer shall deliver joint escrow instructions to the Title Company consistent with this Article 5 and the parties shall deposit in escrow the funds and documents described below. (a) Buyer shall deposit or cause to be deposited: (i) the balance of the cash portion of the Purchase Price ("Seller's Funds"), plus sufficient cash to pay Buyer's share of all escrow costs, prorations and closing expenses as set forth in Sections Section 5.3 and 5.4 below; (ii) a counterpart Assignment of Lease (as defined in subparagraph (b) (ivb)(iv) below), duly executed by Buyer;; and (iii) a counterpart General Assignment (as defined in subparagraph (b) (ii) below), duly executed by Buyer; (iv) a counterpart Closing Statement setting forth all prorations and disbursements closing certificate in respect the form attached to this transaction Agreement as Exhibit E (the "Closing StatementCertificate"); (v) duplicate counterparts of the State of Georgia Transfer Tax Declaration in the form attached hereto as Exhibit E; and (vi) an affidavit satisfactory to the Title Company regarding payment of all commissions due in connection with the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien Act. (b) Seller shall deposit: (i) a duly executed and witnessed and notarized acknowledged deed to the Real Property in the form attached to this Agreement as Exhibit F (the "Deed"); (ii) a duly executed assignment of Seller's interest in the Intangible Property in the form attached to this Agreement as Exhibit G (the "General Assignment"); (iii) a duly executed ▇▇▇▇ of sale in the form attached to this Agreement as Exhibit H (the "▇▇▇▇ of Sale"); (iv) a counterpart Assignment by Seller and assumption by Buyer of Seller's interest in the Lease affecting the Property as of the Closing Date in the form attached hereto as Exhibit I (the "Assignment of Lease"), duly executed by Seller; (v) a certificate from Seller certifying the information required by Section 1445 of the Internal Revenue Code and the regulations issued thereunder to establish, for the purposes of avoiding Buyer's tax withholding obligations, that Seller is not a "foreign person" as defined in Internal Revenue Code 1445(f) (3) in the form attached to this Agreement as Exhibit J (the "FIRPTA Certificate"); (vi) the duly executed estoppel certificate(s) required pursuant to Section 5.7 below; (vii) a certificate from Seller based upon an updated Inquiry Memorandum and an updated response thereto as set forth in Exhibit D-1 attached hereto, as to the status of the Seller's warranties and representations set forth in Section 4.1 (b) hereof as of a time no earlier than three (3) days prior to the Closing Date; and if this certificate discloses any new items as to the matters set forth in Section 4.1 (b) hereof which are adverse to Buyer's interests in regard to its contemplated purchase of the Property, Buyer shall have the option, to be exercised by written notice delivered by Buyer to Seller on or before the Closing Date, to terminate this Agreement and receive a full refund of all monies deposited by Buyer hereunder, or to waive such matters and proceed with the closing of the transaction contemplated herein without reduction of the Purchase Price, and in the event Buyer fails to so terminate this Agreement on or before the Closing Date, Buyer shall be deemed to have elected to close and consummate the transaction contemplated herein; (viii) an Affidavit of Title in the form attached to this Agreement as Exhibit K; (ix) an Affidavit of Seller's Residence as respects O.C.G.A. ss. 48-7-128, or other evidence reasonably satisfactory to Buyer indicating that no withholding is required by Buyer from the Purchase Price payable to Seller at Closing; (x) a letter to the tenant under the Lease in the form attached to this Agreement as Exhibit L; (xi) a counterpart Closing Statement; (xii) duplicate counterparts of State of Georgia Transfer Tax Declarations; and (xiii) an affidavit satisfactory to the Title Company regarding payment of all commissions due in connection with the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien Act.a

Escrow Arrangements. An Immediately after the execution of this Agreement, an escrow for the purchase and sale contemplated by this Agreement has been shall be opened by Seller Buyer and Sellers with Title Company under its escrow number 9726690Escrow Company. On or before At least one business day prior to the Closing Date, Seller Sellers and Buyer shall each deliver joint escrow instructions to the Title Escrow Company consistent with this Article 5 VI, and designating Title Company as the "Reporting Person" for the transaction pursuant to Section 6045(e) of the California Revenue and Taxation Code (the "Code") and the equivalent under the laws of the State of Washington and the State of Nevada, if applicable. In addition, the parties shall deposit in escrow escrow, at least one business day prior to the Closing Date (unless otherwise provided below in this Section 6.1) the ----------- funds and documents described below.: (a) Buyer Sellers shall deposit (or cause to be deposited: (i) the balance of the cash portion of the Purchase Price ("Seller's Funds"), plus sufficient cash to pay Buyer's share of all escrow costs, prorations and closing expenses as set forth in Sections 5.3 and 5.4 below; (ii) a counterpart Assignment of Lease (as defined in subparagraph (b) (iv) below), duly executed by Buyer; (iii) a counterpart General Assignment (as defined in subparagraph (b) (ii) below), duly executed by Buyer; (iv) a counterpart Closing Statement setting forth all prorations and disbursements in respect to this transaction (the "Closing Statement"); (v) duplicate counterparts of the State of Georgia Transfer Tax Declaration in the form attached hereto as Exhibit E; and (vi) an affidavit satisfactory to the Title Company regarding payment of all commissions due in connection with the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien Act. (b) Seller shall deposit:): (i) a duly executed and witnessed and notarized acknowledged grant deed or special warranty deed, as applicable, pertaining to the Real Property portion of each of the Properties, each of which shall be in recordable form mutually acceptable to the form attached to this Agreement as Exhibit F Buyer and the Title Company and include any and all required affidavits regarding valuation or otherwise required for recordation of such deeds (collectively, the "DeedDeeds"); (ii) a duly executed assignment ▇▇▇▇ of Seller's interest sale pertaining to the Personal Property portion of each of the Properties, each in the Intangible Property form attached to this Agreement as Exhibit G (collectively, the "Bills of Sale"); --------- (iii) with respect to the Ground Lease, a duly executed counterpart assignment and assumption pertaining to the such Ground Lease, substantially in the form attached to this Agreement as Exhibit G (the --------- "General AssignmentAssignment of Ground Lease")) and a "redirect" notice to the landlord thereunder to send all notices and communications thereunder to Buyer at its offices in New York and California; (iiiiv) a duly executed ▇▇▇▇ counterpart assignment and assumption pertaining to the Intangible Property portion of sale each of the Properties, each in the form attached to this Agreement as Exhibit H G (collectively, the "▇▇▇▇ Assignments --------- of SaleIntangibles"); (ivv) a duly executed counterpart Assignment assignment and assumption pertaining to the Leases, each in the form attached to this Agreement as Exhibit ------- G (collectively, the "Assignments of Leases"); - (vi) duly executed counterpart Lender Consent and Assumption Documents with respect to the Assumed Loans; (vii) a duly executed counterpart assignment agreement by which Seller assigns to Buyer of all the tenant security deposits held by Seller and assumption by Buyer of Seller's interest in under the Lease affecting the Property as of the Closing Date Leases (if any), substantially in the form attached hereto as Exhibit I (the "Assignment of Lease"), duly executed by Seller;------- G; - (vviii) a certificate from each Seller certifying the information required by the Code to establish that the transaction contemplated by this Agreement is exempt from the tax withholding requirements of the State of California (the "California Certificate") and the equivalent with respect to the State of Washington and the State of Nevada, if applicable; (ix) a certificate from each Seller certifying the information required by 1445 of the Internal Revenue Code and the regulations issued thereunder to establish, for the purposes of avoiding Buyer's tax withholding obligations, that Seller is not a "foreign person" as defined in 1445(f)(3) of the Internal Revenue Code 1445(f) (3) in the form attached to this Agreement as Exhibit J (the "FIRPTA Certificate") and the state law equivalent for each Property, if applicable; (x) outside of escrow, to the extent in Seller's possession or control, the originals of all Leases, Contracts and tenant files and all keys to the Properties; (xi) A certificate reconfirming the representations provided for in Section 4.1; ----------- (xii) Notices to tenants advising them of the transfer of the Properties to Buyer and directing payment of rent and other charges to Buyer or its designated representative in form attached hereto as Exhibit G; --------- (xiii) Such other instruments as Buyer may reasonably require in connection with or required to evidence the consummation of the transactions contemplated by this Agreement; (xiv) The Tenant Estoppels, or Seller's Estoppel delivered in lieu thereof, as described in Section 3.1(v); -------------- (xv) An estoppel certificate from the Landlord under the Ground Lease and from each REA party as described in Section 3.1(vi) or Seller's estoppels in lieu thereof as permitted by Section 3.1(a)(vi); (vixvi) Such notice to the duly executed estoppel certificate(sother REA parties respecting the change in ownership as may be required by the REA; (xvii) required A copy of Escrow Agent's proposed Closing Statement detailing the prorations to be made at Closing pursuant to Section 5.7 below;6.3 of this ----------- Agreement initialed by Seller; and (viixviii) a certificate from Seller based upon an updated Inquiry Memorandum and an updated response thereto Such other documents, agreements, or certificates as set forth in Exhibit D-1 attached heretoany provision of this Agreement, including without limitation, a statement for each Property providing Buyer with a stub period reconciliation of CAM charges as to the status of the Seller's warranties estimated and representations set forth in Section 4.1 (b) hereof as of a time no earlier than three (3) days paid prior to the Closing Date; provided, however, that such statement shall not be deemed to be a representation or warranty of Sellers hereunder but shall be used solely for the purposes of effectuating the closing and if this certificate discloses any new items as post-closing prorations related to the matters set forth in Section 4.1 CAM charges. (b) hereof which are adverse to Buyer's interests in regard to its contemplated purchase of the Property, Buyer shall have the option, to be exercised by written notice delivered by Buyer to Seller deposit: (i) on or before prior to the opening of business in California on the Closing Date, immediately available funds sufficient to terminate this Agreement and receive a full refund of all monies deposited by Buyer hereunder, or to waive such matters and proceed with pay the closing of the transaction contemplated herein without reduction balance of the Purchase Price, plus sufficient additional cash to pay Buyer's share of all escrow costs and in the event Buyer fails to so terminate this Agreement on or before the Closing Date, Buyer shall be deemed to have elected to close and consummate the transaction contemplated hereinclosing expenses; (viiiii) an Affidavit a duly executed counterpart for each of Title in the form attached to this Agreement as Exhibit KAssignments of Intangibles, Assignments of Leases and Assignment of Ground Lease and Lender Consent and Loan Assumption Documents; (ix) an Affidavit of Seller's Residence as respects O.C.G.A. ss. 48-7-128, or other evidence reasonably satisfactory to Buyer indicating that no withholding is required by Buyer from the Purchase Price payable to Seller at Closing; (xiii) a letter copy of Escrow Agent's proposed Closing Statement detailing the prorations to the tenant under the Lease in the form attached be made at Closing pursuant to Section 6.3 of this Agreement as Exhibit L; (xi) a counterpart Closing Statement; (xii) duplicate counterparts of State of Georgia Transfer Tax Declarations----------- Agreement, initialed by Buyer; and (xiiiiv) Such other documents, agreements or certificates as set forth in any provision of this Agreement, including without limitation an affidavit satisfactory acknowledgement of the CAM reconciliation provided by Seller in subsection 6.1(a)(xviii) above, so as to reflect Buyer's concurrence in the Title Company regarding payment of all commissions due proration calculation set forth in connection with the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien ActSubsection 6.3(c)(iii)(C).

Escrow Arrangements. An escrow for the purchase and sale contemplated by this Agreement has been opened by Buyer and Seller with Title Company under its escrow number 9726690Company. On or before the Closing Date, Seller and Buyer shall each deliver joint escrow instructions to the Title Company consistent with this Article 5 VI, and the parties shall deposit in escrow the funds and documents described below. (a) Buyer shall deposit or cause to be deposited: (i) the balance of the cash portion of the Purchase Price ("Seller's Funds"), plus sufficient cash to pay Buyer's share of all escrow costs, prorations and closing expenses as set forth in Sections 5.3 and 5.4 below; (ii) a counterpart Assignment of Lease (as defined in subparagraph (b) (iv) below), duly executed by Buyer; (iii) a counterpart General Assignment (as defined in subparagraph (b) (ii) below), duly executed by Buyer; (iv) a counterpart Closing Statement setting forth all prorations and disbursements in respect to this transaction (the "Closing Statement"); (v) duplicate counterparts of the State of Georgia Transfer Tax Declaration in the form attached hereto as Exhibit E; and (vi) an affidavit satisfactory to the Title Company regarding payment of all commissions due in connection with the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien Act. (b) Seller shall deposit: (i) a duly executed and witnessed and notarized acknowledged grant deed relating to the Real Property in the form attached to this Agreement as Exhibit F EXHIBIT D (the "Deed"); (ii) a duly executed ▇▇▇▇ of sale with respect to the Personal Property in the form attached to this Agreement as EXHIBIT E (the "▇▇▇▇ of Sale"); (iii) two duly executed counterparts of an assignment and assumption of Seller's interest in the Intangible Property in the form attached to this Agreement as Exhibit G EXHIBIT F (the "General AssignmentAssignment of Intangible Property"); (iiiiv) a two duly executed ▇▇▇▇ counterparts of sale an assignment and assumption of Leases in the form attached to this Agreement as Exhibit H (the "▇▇▇▇ of Sale"); (iv) a counterpart Assignment by Seller and assumption by Buyer of Seller's interest in the Lease affecting the Property as of the Closing Date in the form attached hereto as Exhibit I EXHIBIT G (the "Assignment of LeaseLeases"), duly executed by Seller; (v) a certificate from Seller certifying the information required by Section 1445 of the Internal Revenue Code and the regulations issued thereunder to establish, for the purposes of avoiding Buyer's tax withholding obligations, that Seller is not a "foreign person" as defined in Internal Revenue Code 1445(fSection 1445(f)(3) (3) in the form attached to this Agreement as Exhibit J (the "FIRPTA Certificate"); (vi) a California Form 590 certifying that Seller has a permanent place of business in California or is qualified to do business in California (the duly executed estoppel certificate(s) required pursuant to Section 5.7 below"Form 590"); (vii) a certificate from Seller based upon an updated Inquiry Memorandum and an updated response thereto as set forth in Exhibit D-1 attached hereto, as to the status two duly executed counterparts of the Seller's warranties and representations set forth in Section 4.1 (b) hereof as of a time no earlier than three (3) days prior to the Closing Date; and if this certificate discloses any new items as to the matters set forth in Section 4.1 (b) hereof which are adverse to Buyer's interests in regard to its contemplated purchase of the Property, Buyer shall have the option, to be exercised by written notice delivered by Buyer to Seller on or before the Closing Date, to terminate this Agreement and receive a full refund of all monies deposited by Buyer hereunder, or to waive such matters and proceed with the closing of the transaction contemplated herein without reduction of the Purchase Price, and in the event Buyer fails to so terminate this Agreement on or before the Closing Date, Buyer shall be deemed to have elected to close and consummate the transaction contemplated herein; (viii) an Affidavit of Title two processing agreements in the form attached to this Agreement as Exhibit KEXHIBIT H (the "Processing Agreements"); (viii) a certificate from Seller certifying that the representations and warranties set forth in Section 4.1 above are accurate as of the Closing Date, except as otherwise set forth in such certificate; and (ix) an Affidavit of Seller's Residence such other documents as respects O.C.G.A. ss. 48-7-128, or other evidence reasonably satisfactory to Buyer indicating that no withholding is may be required by Title Company to evidence the authority of Seller and the individuals executing the documents described herein to be executed on behalf of Seller to so execute such documents. (b) Buyer from shall deposit: (i) immediately available funds sufficient to pay the Purchase Price payable Price, plus sufficient additional cash to Seller at Closingpay Buyer's share of all escrow costs and closing expenses; (xii) a letter to two duly executed counterparts of the tenant under the Lease in the form attached to this Agreement as Exhibit LAssignment of Intangible Property; (xiiii) a counterpart Closing Statementtwo duly executed counterparts of the Assignment of Leases; (xiiiv) duplicate two duly executed counterparts of State each Processing Agreement; (v) a certificate duly executed by Buyer in favor of Georgia Transfer Tax DeclarationsSeller confirming the waivers and acknowledgments set forth in Sections 2.3(a) and (b) above (the "Buyer's Certificate"); (vi) the Note, duly executed by Buyer; and (xiiivii) an affidavit satisfactory to the Title Company regarding payment Deed of all commissions due in connection with the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien ActTrust, duly executed and acknowledged by Buyer.

Escrow Arrangements. An escrow for the purchase and sale contemplated by this Agreement has been opened by Buyer and Seller with Title Company under its escrow number 9726690Company. On or before the Closing Date, Seller and Buyer shall each deliver joint escrow instructions to the Title Company consistent with this Article 5 VI, and the parties shall deposit in escrow the funds and documents described below. (a) Buyer Seller shall deposit (or cause to be deposited: (i) the balance of the cash portion of the Purchase Price ("Seller's Funds"), plus sufficient cash to pay Buyer's share of all escrow costs, prorations and closing expenses as set forth in Sections 5.3 and 5.4 below; (ii) a counterpart Assignment of Lease (as defined in subparagraph (b) (iv) below), duly executed by Buyer; (iii) a counterpart General Assignment (as defined in subparagraph (b) (ii) below), duly executed by Buyer; (iv) a counterpart Closing Statement setting forth all prorations and disbursements in respect to this transaction (the "Closing Statement"); (v) duplicate counterparts of the State of Georgia Transfer Tax Declaration in the form attached hereto as Exhibit E; and (vi) an affidavit satisfactory to the Title Company regarding payment of all commissions due in connection with the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien Act. (b) Seller shall deposit:): (i) a duly executed and witnessed and notarized acknowledged grant deed in favor of Buyer from Seller with respect to the Real Property in the form attached to this Agreement as Exhibit F E (the "“Deed"”); (ii) a duly executed ▇▇▇▇ of sale with respect to the Personal Property in the form attached to this Agreement as Exhibit F (the “▇▇▇▇ of Sale”); (iii) a duly executed counterpart of an assignment and assumption of Seller's ’s interest in the Leases and Intangible Property in the form attached to this Agreement as Exhibit G (the "General Assignment"); (iii) a duly executed ▇▇▇▇ “Assignment of sale in the form attached to this Agreement as Exhibit H (the "▇▇▇▇ of Sale"Leases and Intangible Property”); (iv) a counterpart Assignment by Seller and assumption by Buyer of Seller's interest in the Lease affecting the Property as of the Closing Date in the form attached hereto as Exhibit I (the "Assignment of Lease"), duly executed by Seller; (v) a certificate from Seller certifying the information required by §1445 of the Internal Revenue Code and the regulations issued thereunder to establish, for the purposes of avoiding Buyer's tax withholding obligations, establish that Seller is not a "“foreign person" ” as defined in Internal Revenue Code 1445(f§ 1445(f)(3) (3) in the form attached to this Agreement as Exhibit J (the "“FIRPTA Certificate"”);; and (viv) any additional documents that may be reasonably required by the duly executed estoppel certificate(s) required pursuant to Section 5.7 below; (vii) a certificate from Seller based upon an updated Inquiry Memorandum and an updated response thereto as set forth in Exhibit D-1 attached hereto, as to Title Company for the status of the Seller's warranties and representations set forth in Section 4.1 (b) hereof as of a time no earlier than three (3) days prior to the Closing Date; and if this certificate discloses any new items as to the matters set forth in Section 4.1 (b) hereof which are adverse to Buyer's interests in regard to its contemplated purchase of the Property, Buyer shall have the option, to be exercised by written notice delivered by Buyer to Seller on or before the Closing Date, to terminate this Agreement and receive a full refund of all monies deposited by Buyer hereunder, or to waive such matters and proceed with the closing consummation of the transaction contemplated herein without reduction by this Agreement. (b) Buyer shall deposit: (i) immediately available funds in the amount of the Purchase Price, plus sufficient additional cash to pay Buyer’s share of all escrow costs and in the event Buyer fails to so terminate this Agreement on or before the Closing Date, Buyer shall be deemed to have elected to close and consummate the transaction contemplated hereinclosing expenses; (viiiii) an Affidavit a duly executed counterpart of Title in the form attached to this Agreement as Exhibit KAssignment of Leases and Intangible Property; (ixiii) an Affidavit evidence of Seller's Residence as respects O.C.G.A. ss. 48-7-128existence, or other evidence organization and authority of Buyer and the authority of the person executing documents on behalf of Buyer reasonably satisfactory to Buyer indicating that no withholding is required by Buyer from the Purchase Price payable to Seller at Closing; (x) a letter to the tenant under the Lease in the form attached to this Agreement as Exhibit L; (xi) a counterpart Closing Statement; (xii) duplicate counterparts of State of Georgia Transfer Tax DeclarationsTitle Company; and (xiiiiv) an affidavit satisfactory to any additional documents that may be reasonably required by the Title Company regarding payment for the consummation of all commissions due in connection with the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien Actby this Agreement.

Escrow Arrangements. An escrow for the purchase and sale contemplated by this Agreement has been opened by Buyer and Seller with Title Company under its escrow number 9726690Company. On or before the Closing Date, Seller and Buyer shall each deliver joint escrow instructions to the Title Company consistent with this Article 5 VI, and the parties shall deposit in escrow the funds and documents described below. (a) Buyer Seller shall deposit (or cause to be deposited: (i) the balance of the cash portion of the Purchase Price ("Seller's Funds"), plus sufficient cash to pay Buyer's share of all escrow costs, prorations and closing expenses as set forth in Sections 5.3 and 5.4 below; (ii) a counterpart Assignment of Lease (as defined in subparagraph (b) (iv) below), duly executed by Buyer; (iii) a counterpart General Assignment (as defined in subparagraph (b) (ii) below), duly executed by Buyer; (iv) a counterpart Closing Statement setting forth all prorations and disbursements in respect to this transaction (the "Closing Statement"); (v) duplicate counterparts of the State of Georgia Transfer Tax Declaration in the form attached hereto as Exhibit E; and (vi) an affidavit satisfactory to the Title Company regarding payment of all commissions due in connection with the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien Act. (b) Seller shall deposit:): (i) a duly executed and witnessed and notarized acknowledged grant deed in favor of Buyer from Seller with respect to the Real Property in the form attached to this Agreement as Exhibit F E (the "“Deed"”); (ii) a duly executed ▇▇▇▇ of sale with respect to the Personal Property in the form attached to this Agreement as Exhibit F (the “▇▇▇▇ of Sale”); (iii) a duly executed counterpart of an assignment and assumption of Seller's ’s interest in the Intangible Property in the form attached to this Agreement as Exhibit G (the "General Assignment"); (iii) a duly executed ▇▇▇▇ “Assignment of sale in the form attached to this Agreement as Exhibit H (the "▇▇▇▇ of Sale"Intangible Property”); (iv) a counterpart Assignment certificate from Seller certifying the information required by Seller and assumption by Buyer of Seller's interest in the Lease affecting the Property as §§ 18662 of the Closing Date in California Revenue and Taxation Code and the form attached hereto as Exhibit I regulations issued thereunder to establish that the transaction contemplated by this Agreement is exempt from the tax withholding requirements of such provisions (the "Assignment of Lease"“California Certificate”), duly executed by Seller;; and (v) a certificate from Seller certifying the information required by §1445 of the Internal Revenue Code and the regulations issued thereunder to establish, for the purposes of avoiding Buyer's ’s tax withholding obligations, that Seller is not a "“foreign person" ” as defined in Internal Revenue Code 1445(f§ 1445(f)(3) (3) in the form attached to this Agreement as Exhibit J (the "“FIRPTA Certificate"”);; and (vi) the duly executed estoppel certificate(s) required pursuant to Section 5.7 below; (vii) a certificate from Seller based upon an updated Inquiry Memorandum and an updated response thereto as set forth in Exhibit D-1 attached hereto, as to the status of the Seller's warranties and representations set forth in Section 4.1 (b) hereof as of a time no earlier than three (3) days prior to the Closing Date; and if this certificate discloses any new items as to the matters set forth in Section 4.1 (b) hereof which are adverse to Buyer's interests in regard to its contemplated purchase of the Property, Buyer shall have deposit: (i) immediately available funds sufficient to pay the option, to be exercised by written notice delivered by Buyer to Seller on or before the Closing Date, to terminate this Agreement and receive a full refund of all monies deposited by Buyer hereunder, or to waive such matters and proceed with the closing of the transaction contemplated herein without reduction balance of the Purchase Price, plus sufficient additional cash to pay Buyer’s share of all escrow costs and in the event Buyer fails to so terminate this Agreement on or before the Closing Date, Buyer shall be deemed to have elected to close and consummate the transaction contemplated hereinclosing expenses; (viii) an Affidavit of Title in the form attached to this Agreement as Exhibit K; (ix) an Affidavit of Seller's Residence as respects O.C.G.A. ss. 48-7-128, or other evidence reasonably satisfactory to Buyer indicating that no withholding is required by Buyer from the Purchase Price payable to Seller at Closing; (xii) a letter to duly executed counterpart of the tenant under the Lease in the form attached to this Agreement as Exhibit L; (xi) a counterpart Closing Statement; (xii) duplicate counterparts Assignment of State of Georgia Transfer Tax DeclarationsIntangible Property; and (xiiiiii) an affidavit satisfactory to a certificate duly executed by Buyer in favor of Seller confirming the Title Company regarding payment of all commissions due waivers and acknowledgments set forth in connection with the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien ActSections 2.3(a) and (b) above.

Escrow Arrangements. An escrow for the purchase and sale contemplated by this Agreement has been or will be opened by Buyer and Seller with Title Company under its escrow number 9726690Company. On or before the Closing Date, Seller and Buyer shall each deliver joint escrow instructions to the Title Company consistent with this Article 5 VI, and the parties shall deposit in escrow the funds and documents described below. (a) Buyer Seller shall deposit (or cause to be deposited: (i) the balance of the cash portion of the Purchase Price ("Seller's Funds"), plus sufficient cash to pay Buyer's share of all escrow costs, prorations and closing expenses as set forth in Sections 5.3 and 5.4 below; (ii) a counterpart Assignment of Lease (as defined in subparagraph (b) (iv) below), duly executed by Buyer; (iii) a counterpart General Assignment (as defined in subparagraph (b) (ii) below), duly executed by Buyer; (iv) a counterpart Closing Statement setting forth all prorations and disbursements in respect to this transaction (the "Closing Statement"); (v) duplicate counterparts of the State of Georgia Transfer Tax Declaration in the form attached hereto as Exhibit E; and (vi) an affidavit satisfactory to the Title Company regarding payment of all commissions due in connection with the Lease or the transaction contemplated herein in accordance with the Georgia Commercial Real Estate Broker Lien Act. (b) Seller shall deposit:): (i) a duly executed and witnessed and notarized acknowledged grant deed in favor of Buyer from Seller with respect to the Real Property in the form attached to this Agreement as Exhibit F H (the "“Deed"”); (ii) a duly executed b▇▇▇ of sale with respect to the Personal Property in the form attached to this Agreement as Exhibit I (the “B▇▇▇ of Sale”); (iii) a duly executed counterpart of an assignment and assumption of Seller's ’s interest in the Intangible Property in the form attached to this Agreement as Exhibit G J (the "General Assignment"); (iii) a duly executed ▇▇▇▇ “Assignment of sale in the form attached to this Agreement as Exhibit H (the "▇▇▇▇ of Sale"Intangible Property”); (iv) a counterpart Assignment certificate from Seller certifying the information required by Seller and assumption by Buyer of Seller's interest in the Lease affecting the Property as §§ 18662 of the Closing Date in California Revenue and Taxation Code and the form attached hereto as Exhibit I regulations issued thereunder to establish that the transaction contemplated by this Agreement is exempt from the tax withholding requirements of such provisions (the "Assignment of Lease"“California Certificate”), duly executed by Seller; (v) a certificate from Seller certifying the information required by §1445 of the Internal Revenue Code and the regulations issued thereunder to establish, for the purposes of avoiding Buyer's ’s tax withholding obligations, that Seller is not a "“foreign person" ” as defined in Internal Revenue Code 1445(f§ 1445(f)(3) (3the “FIRPTA Certificate”); (vi) if Buyer has delivered the Loan Assumption Notice of Election to Proceed: counterpart originals of the Loan Transfer Documents to be executed Seller, duly executed by Seller and acknowledged, if applicable; (vii) if Buyer has delivered the Loan Assumption Notice of Election to Proceed: counterpart originals of the Loan Transfer Documents that Lender is obligated to execute, duly executed by Lender and acknowledged; provided, however, that Seller shall endeavor to cause Lender to execute and deliver into escrow the foregoing documents, but if Lender fails to do so, it shall not be a default by Seller; and (viii) if there are any unexpired Leases in effect at the Property on the Closing Date, a duly executed counterpart of an assignment and assumption of Seller’s interest in the Leases in the form attached to this Agreement as Exhibit J K (the "FIRPTA Certificate"“Assignment of Leases”) and any other documentation required to assign Seller’s interest in any security deposit and/or letter of credit delivered by the tenant under such Leases; and (b) Buyer shall deposit: (i) a duly executed counterpart of the Assignment of Intangible Property; (ii) a duly executed counterpart of the Assignment of Leases (if applicable); (vi) the duly executed estoppel certificate(s) required pursuant to Section 5.7 below; (viiiii) a certificate from Seller based upon an updated Inquiry Memorandum and an updated response thereto as set forth in Exhibit D-1 attached hereto, as to the status of the Seller's warranties and representations set forth in Section 4.1 (b) hereof as of a time no earlier than three (3) days prior to the Closing Date; and if this certificate discloses any new items as to the matters set forth in Section 4.1 (b) hereof which are adverse to Buyer's interests in regard to its contemplated purchase of the Property, Buyer shall have the option, to be exercised by written notice delivered by Buyer to Seller on or before the Closing Date, to terminate this Agreement and receive a full refund of all monies deposited by Buyer hereunder, or to waive such matters and proceed with the closing of the transaction contemplated herein without reduction of the Purchase Price, and in the event Buyer fails to so terminate this Agreement on or before the Closing Date, Buyer shall be deemed to have elected to close and consummate the transaction contemplated herein; (viii) an Affidavit of Title in the form attached to this Agreement as Exhibit K; (ix) an Affidavit of Seller's Residence as respects O.C.G.A. ss. 48-7-128, or other evidence reasonably satisfactory to Buyer indicating that no withholding is required by Buyer from the Purchase Price payable to Seller at Closing; (x) a letter to the tenant under the Lease in the form attached to this Agreement as Exhibit L, duly executed by Buyer in favor of Seller re-making the waivers, releases, and acknowledgments set forth in Sections 2.3(a) and (b) above (the “Buyer’s Closing Certificate”); (xiiv) a counterpart If Buyer has delivered the All Cash Notice of Election to Proceed, immediately available funds sufficient to pay (a) the Purchase Price, plus (b) the Remaining Defeasance Costs, plus sufficient additional cash to pay Buyer’s share of all prorations, escrow costs and closing expenses, at least three (3) business days prior to the Closing Statement; Date, and in such event the Title Company (xiion behalf of Buyer and Seller) duplicate counterparts is authorized to utilize such amounts in order to cause the Loan to be defeased as of State of Georgia Transfer Tax Declarationsthe Closing Date; and (xiiiv) If Buyer has delivered the Loan Assumption Notice of Election to Proceed: (1) immediately available funds sufficient to pay (a) the Loan Assumption Proration Amount, plus (b) sufficient additional cash to pay Buyer’s share of all prorations, escrow costs, and closing expenses, at least one(1) business day prior to the Closing Date; (2) counterpart originals of those Loan Transfer Documents to be executed by Buyer, duly executed by Buyer and acknowledged, if applicable; and (3) an affidavit satisfactory original of the Assumption and Indemnity Agreement in the form of either (a) Exhibit B-1 attached hereto signed by Buyer, if IXYS Corporation does not assign its rights under this Agreement to another party and the Title Company regarding payment of all commissions due in connection with grantee under the Lease Deed is IXYS Corporation, or (b) Exhibit B-2 attached hereto signed by Buyer and IXYS Corporation, if IXYS Corporation assigns its rights under this Agreement to another party or the transaction contemplated herein in accordance with grantee under the Georgia Commercial Real Estate Broker Lien ActDeed is not IXYS Corporation.