PURCHASE AND SALE AGREEMENT by and among HERITAGE COMMONS III, LTD., a Texas limited partnership, HERITAGE COMMONS IV, LTD., a Texas limited partnership, and MACQUARIE CNL INCOME, LP, a Delaware limited partnership Property Name: Heritage Commons III...

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Exhibit A-1

Legal Description of HC III Real Property

Exhibit A-2

Legal Description of ▇▇ ▇▇ Real Property

Exhibit B-1

List of HC III Contracts

Exhibit B-2

List of ▇▇ ▇▇ Contracts

Exhibit C-1

List of HC III Leases

Exhibit C-2

List of ▇▇ ▇▇ Leases

Exhibit D-1

List of HC III Personal Property

Exhibit D-2

List of ▇▇ ▇▇ Personal Property

Exhibit E

Form of Deed

Exhibit F

Form of ▇▇▇▇ of Sale

Exhibit G

Form of Assignment of Intangible Property

Exhibit H

Form of Assignment of Leases

Exhibit I

Notices of Litigation, Contract Defaults Governmental Violations

Exhibit J

Form of Tenant Notification Letter

Exhibit K

Form of Tenant Estoppel

Exhibit L

Form of License

Buyer shall be “deemed to know” of the existence of a fact or circumstance to the extent that:

any Buyer’s Representative has actual knowledge of such fact or circumstance, or

such fact or circumstance is disclosed by this Agreement, the Closing Documents executed by Seller, the Documents, any Buyer’s Reports or any filing made in the Public Records of Tarrant County, Texas.

Buyer shall be “deemed to know” that any Seller’s Warranty is untrue, inaccurate or incorrect to the extent that:

any Buyer’s Representative has actual knowledge of information which is inconsistent with such Seller’s Warranty, or

this Agreement, the Closing Documents executed by Seller, the Documents, any Buyer’s Reports or any filing made in the Public Records of Tarrant County, Texas contains information which is inconsistent with such Seller’s Warranty.

the HC III Contracts; and

to the extent that the same are in effect as of the Closing Date, any licenses, permits and other written authorizations necessary for the use, operation or ownership of the HC III Real Property; and

any guaranties and warranties in effect with respect to any portion of the HC III Real Property or the HC III Personal Property as of the Closing Date.

if requested by Buyer, the exception relating to discrepancies, conflicts or shortages in area or boundary lines or any encroachment or overlapping of improvements which a survey might show shall be deleted except for “shortages in area” with the premium for such deletion to be paid for by Buyer;

the blank in the taxes exception shall show the year of the Closing; and

such other revisions as Buyer may reasonably request; provided that (i) such revisions are permissible in the State of Texas, (ii) the Title Company is willing to make such revisions, (iii) such revisions shall not cause a delay in Closing or any

additional liability or obligations for Seller, and (iv) such revisions shall be at Buyer’s sole expense.

the ▇▇ ▇▇ Contracts; and

to the extent that the same are in effect as of the Closing Date, any licenses, permits and other written authorizations necessary for the use, operation or ownership of the ▇▇ ▇▇ Real Property; and

any guaranties and warranties in effect with respect to any portion of the ▇▇ ▇▇ Real Property or the ▇▇ ▇▇ Personal Property as of the Closing Date.

if requested by Buyer, the exception relating to discrepancies, conflicts or shortages in area or boundary lines or any encroachment or overlapping of improvements which a survey might show shall be deleted except for “shortages in area” with the premium for such deletion to be paid for by Buyer;

the blank in the taxes exception shall show the year of the Closing; and

such other revisions as Buyer may reasonably request; provided that (i) such revisions are permissible in the State of Texas, (ii) the Title Company is willing to make such revisions, (iii) such revisions shall not cause a delay in Closing or any additional liability or obligations for Seller, and (iv) such revisions shall be at Buyer’s sole expense.

any condemnation or eminent domain proceedings that occurs after the Effective Date, if and only if the portion of the Property that is the subject of such proceedings has a value in excess of Five Hundred Thousand and No/100 Dollars ($500,000.00), as reasonably determined by Seller, or constitutes a material portion of the Property, as reasonably determined by Buyer; and

any casualty that occurs after the Effective Date hereof, if and only if either (i) the casualty is an uninsured casualty and Seller, in its sole and absolute discretion, does not elect to cause the damage to be repaired or restored or give Buyer a credit at Closing for such repair or restoration, or (ii) the portion of the Property that is damaged or destroyed has a cost of repair that is in excess of Five Hundred Thousand and No/100 Dollars ($500,000.00), as reasonably determined by Seller, or constitutes a material portion of the Property, as reasonably determined by Buyer.

any Title Objections to the extent (and only to the extent) that the same (i) have not been caused by any Buyer’s Representatives, and (ii) constitute any of the following:

liens evidencing monetary encumbrances (other than liens for non-delinquent general real estate taxes) (“Monetary Liens”) that are created as a result of the intentional acts or omissions of Seller or its agents and Affiliates or

liens or encumbrances other than Monetary Liens created by Seller or its agents and Affiliates after the date of this Agreement in violation of Subsection 4.2.2.

any exception to title that Seller has specifically agreed in writing to Remove pursuant to the terms of Section 4.2.1(b).

with respect to any condemnation or eminent domain proceedings with respect to any portion of the Property that occurs after the Effective Date hereof, (i) the costs, expenses and fees, including reasonable attorneys’ fees, expenses and disbursements, incurred by Seller in connection with obtaining payment of any award or proceeds in connection with any such condemnation or eminent domain proceedings, and (ii) any portion of any such award or proceeds that is allocable to loss of use of the Property prior to Closing; and

with respect to any casualty to any portion of the Property that occurs after the Effective Date hereof, (i) the costs, expenses and fees, including reasonable attorneys’ fees, expenses and disbursements, incurred by Seller in connection with the negotiation and/or settlement of any casualty claim with an insurer with respect to the Property, (ii) the proceeds of any rental loss, business interruption or similar insurance that are allocable to the period prior to the Closing Date, and (iii) the reasonable and actual costs incurred by Seller in stabilizing the Property following a casualty.

Initial ▇▇▇▇▇▇▇ Money Deposit.

Payment of Initial Deposit. Within five (5) business days after the Effective Date, and as a condition precedent to the effectiveness of this Agreement, Buyer shall deliver to Escrow Agent the Initial Deposit. The Initial Deposit shall be refundable to Buyer at all times during the Due Diligence Period and, except as otherwise provided in Section 12.2, shall become non-refundable to Buyer upon the expiration of the Due Diligence Period.

Applicable Terms; Failure to Make Initial Deposit. The Initial Deposit shall be paid to Escrow Agent in immediately available funds. The Initial Deposit shall be applied against the ▇▇ ▇▇ Purchase Price on the ▇▇ ▇▇ Closing Date and shall otherwise be held and delivered by Escrow Agent in accordance with the provisions of Article 14. Notwithstanding any provision in this Agreement to the contrary, if Buyer fails to timely make the Initial Deposit as provided herein, Seller shall have the right to terminate this Agreement by delivering written notice to Buyer at any time prior to the Escrow Agent’s receipt of the Initial Deposit, in which event the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement.

Additional ▇▇▇▇▇▇▇ Money Deposit.

Payment of Additional Deposit. Except in the event that this Agreement has been terminated by Buyer, on or before the date that is one (1) business day after the expiration of the Due Diligence Period Buyer shall deliver to Escrow Agent the Additional Deposit. Except as otherwise

provided in Section 12.2, the Additional Deposit shall become non-refundable to Buyer upon deposit with the Title Company.

Applicable Terms; Failure to Make Additional Deposit. The Additional Deposit shall be paid to Escrow Agent in immediately available funds. The Additional Deposit shall be applied against the ▇▇ ▇▇ Purchase Price on the ▇▇ ▇▇ Closing Date and shall otherwise be held and delivered by Escrow Agent in accordance with the provisions of Article 14. Notwithstanding any provision in this Agreement to the contrary, if Buyer fails to timely deliver the Additional Deposit as provided herein, this Agreement will automatically terminate as of 5:00 P.M. Central Time on the date that is one (1) business day following the expiration of the Due Diligence Period, in which event the Initial Deposit shall be delivered to Seller and the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement.

HC III Purchase Price. In consideration of the sale of the HC III Property to Buyer, Buyer shall pay to Seller an amount equal to the HC III Purchase Price, as prorated and adjusted as set forth in Article 6, Section 7.2, or as otherwise provided under this Agreement. The HC III Purchase Price shall be paid as follows: on or prior to the HC III Closing Date, Buyer shall pay to Seller the HC III Purchase Price in immediately available funds by wire transfer as more particularly set forth in Section 7.2, as prorated and adjusted as set forth in Article 6, Section 7.2, or as otherwise provided under this Agreement.

▇▇ ▇▇ Purchase Price. In consideration of the sale of the ▇▇ ▇▇ Property to Buyer, Buyer shall pay to Seller an amount equal to the ▇▇ ▇▇ Purchase Price, as prorated and adjusted as set forth in Article 6, Section 8.2, or as otherwise provided under this Agreement. The ▇▇ ▇▇ Purchase Price shall be paid as follows: on or prior to the ▇▇ ▇▇ Closing Date, Buyer shall pay to Seller the ▇▇ ▇▇ Purchase Price in immediately available funds by wire transfer as more particularly set forth in Section 8.2, as prorated and adjusted as set forth in Article 6, Section 8.2, or as otherwise provided under this Agreement.

Independent Consideration. Notwithstanding anything to the contrary, as consideration for Seller’s execution and delivery of this Agreement, Seller shall retain $100.00 of the Initial Deposit (“Independent Consideration”) even if the Initial Deposit is delivered to Buyer upon a termination of this Agreement. The Independent Consideration is in addition to and independent of any other consideration or payment set forth in this Agreement, is nonrefundable, does apply to the Purchase Price, and is fully earned and shall be delivered to Seller upon any termination of this Agreement notwithstanding any other provision of this Agreement.

Title to Real Property. Within seven (7) days after the Effective Date, Seller shall, at Seller’s expense, cause the Title Company to deliver both the HC III Title Commitment and the ▇▇ ▇▇ Title Commitment to Buyer. Within twenty (20) days after the Effective Date, Buyer shall, at Buyer’s expense, obtain and deliver both the HC III Survey and the ▇▇ ▇▇ Survey to Seller. The legal description of the HC III Real Property set forth on the HC III Survey, if different from the attached Exhibit A-1, shall automatically be substituted as a new Exhibit A-1 to this Agreement following approval of same by Seller. The legal description of the ▇▇ ▇▇ Real Property set forth on the ▇▇ ▇▇ Survey, if different from the attached Exhibit A-2, shall automatically be substituted as a new Exhibit A-2 to this Agreement following approval of same by Seller.

Title Defects.

Buyer’s Objections to Title; Seller’s Obligations and Rights.

On or before the date that is five (5) days prior to the expiration of the Due Diligence Period, Buyer shall have the right to object in writing to any title matters that appear on the Title Commitments and/or the Surveys. In addition, after the expiration of the Due Diligence Period, Buyer shall have the right to object in writing to any title matters which are not Permitted Exceptions and which adversely affect Buyer’s title to the Real Property that may first appear on any supplemental title reports or updates to the Title Commitment or Survey issued after the expiration of the Due Diligence Period, so long as such objection is made by Buyer within five (5) business days after Buyer becomes aware of the same (but, in any event, prior to the Closing Date). Unless Buyer is entitled to and timely objects to such title matters, all such title matters shall be deemed to constitute additional Permitted Exceptions.

To the extent that any Title Objections do not constitute Required Exceptions, Seller may elect (but shall not be obligated) to Remove or cause to be Removed any such Title Objections and Seller shall notify Buyer in writing within three (3) business days after receipt of Buyer’s notice of Title Objections if Seller elects to Remove the same. Failure of Seller to respond in writing within such period shall be deemed an election by Seller not to Remove such Title Objections. Any Title Objection that Seller elects in writing to Remove shall be deemed a Required Exception. If Seller elects (or is deemed to have elected) not to Remove one or more Title Objections, then, on or before the expiration of the Due Diligence Period, Buyer may, as its sole and exclusive remedy, elect in writing to either (i) terminate this Agreement, in which event the Initial Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (ii) waive such Title Objections and

proceed to Closing. Failure of Buyer to terminate this Agreement in writing prior to the expiration of the Due Diligence Period shall be deemed an election by Buyer to waive all remaining uncured Title Objections which are shown on the Surveys or the Title Commitments as such may have been updated as of the expiration of the Due Diligence Period. Any such Title Objection so waived (or deemed waived) by Buyer shall be deemed to constitute a Permitted Exception and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price.

If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, prior to or at Closing, Remove or cause to be Removed any Required Exceptions. Seller may use any portion of the Purchase Price to satisfy any Required Exceptions that exist as of the Closing Date, provided Seller shall cause the Title Company to Remove the same. If Seller is unable to Remove any Required Exceptions prior to the Closing, Buyer may, as its sole and exclusive remedy, elect at Closing to either (a) terminate this Agreement, in which event the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (b) accept such exceptions to title and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price.

No New Exceptions. From and after the Effective Date hereof, except as otherwise expressly allowed in this Agreement, Seller shall not execute any deed, easement, restriction, covenant or other matter affecting title to the Real Property unless Buyer has received a copy thereof and has approved the same in writing. If Buyer fails to object in writing to any such proposed instrument within five (5) business days after receipt of the aforementioned notice, Buyer shall be deemed to have approved the proposed instrument. Buyer’s consent shall not be unreasonably withheld, conditioned or delayed with respect to any such instrument that is proposed prior to the expiration of the Due Diligence Period. Buyer, in its sole and absolute discretion, shall be entitled to grant or withhold its consent with respect to any such instrument that is proposed between the expiration of the Due Diligence Period and the Closing.

Title Insurance. At the HC III Closing, the Title Company shall issue the HC III Owner’s Title Policy to Buyer, insuring that fee simple title to the HC III Real Property is vested in Buyer subject only to the Permitted Exceptions which are applicable to the HC III Real Property. At the ▇▇ ▇▇ Closing, the Title Company shall issue the ▇▇ ▇▇ Owner’s Title Policy to Buyer, insuring that fee simple title to the ▇▇ ▇▇ Real Property is vested in Buyer subject only to the Permitted Exceptions which are applicable to the ▇▇ ▇▇ Real Property. Buyer

shall be entitled to request that the Title Company provide such endorsements (or amendments) to the HC III Owner’s Title Policy and/or the ▇▇ ▇▇ Owner’s Title Policy as Buyer may reasonably require, provided that (a) such endorsements (or amendments) shall be at no cost to, and shall impose no additional liability on, Seller, (b) Buyer’s obligations under this Agreement shall not be conditioned upon Buyer’s ability to obtain such endorsements and, if Buyer is unable to obtain such endorsements, Buyer shall nevertheless be obligated to proceed to close the Transactions without reduction of or set off against the Purchase Price, and (c) the Closings shall not be delayed as a result of Buyer’s request.

Mineral Reservation. There shall be reserved from the conveyances hereunder for Seller and Seller’s successors and assigns, all of Seller’s interest in the water (including, without limitation, underground water from any and all depths and geological formations, surface water, diffuse surface flow and runoff, and harvested rain water), oil, gas, and other minerals that are in, on and under the Real Property and that may be produced from it; provided, however, that Seller shall not have the right of ingress and egress over the surface of the Real Property for the purpose of mining, drilling, exploring, or developing the water, oil, gas or other minerals. Notwithstanding anything to the contrary, nothing contained herein shall be construed as preventing Seller from developing or producing the water, oil, gas and other minerals in and under the Real Property by pooling or by directional or horizontal drilling under the Real Property from well sites located on tracts other than the Real Property; provided that such drilling does not adversely affect the support of the surface of the Property. Such water and mineral reservation shall be reserved in the Deeds and shall be a Permitted Exception.

Reserved Easements. Seller may, if necessary, reserve and/or grant to third parties, certain easements across portions of the Real Property for the purpose of serving land located in the vicinity of the Property (collectively, the “Reserved Easements”). The exact location and form of the Reserved Easements, if any, shall be subject to mutual agreement by Seller and Buyer during the Due Diligence Period pursuant to Section 5.4 below. Such Reserved Easements shall be Permitted Exceptions.

Property Management Agreement and Leasing Agreement. Following each of the Closings, Seller’s Affiliate, Hillwood Alliance Services, LLC (“HAS”), will jointly manage and lease the Real Property with Buyer or an Affiliate of Buyer pursuant to a “Property Management Agreement” and a “Leasing Agreement”, the forms of which shall be subject to mutual agreement by Seller and Buyer during the Due Diligence Period pursuant to Section 5.4 below. Such agreements shall be Permitted Exceptions. The forms of the Property Management Agreement and the Leasing Agreement shall include terms, fee schedules, defined roles and responsibilities for the management of the Real Property following the Closings and sharing of fees, each of which shall be consistent with the terms, conditions and fee structures typically utilized in property management and leasing agreements for comparable buildings in the Dallas/Fort

Worth market. The Property Management Agreement will have a term of three (3) years and will include a provision requiring HAS and/or Seller to keep Buyer informed concerning all material discussions with tenants in the Real Property regarding additional space within AllianceTexas and restricting HAS and/or Seller from attempting to relocate DCFS USA LLC, a Delaware limited liability company (“Daimler”) or Dyncorp International, LLC (“Dyncorp”) from the Real Property into a property owned by HAS, Seller and/or their respective Affiliates during the 10-year period following the HC III Closing, with such restriction surviving the termination of the Property Management Agreement following the HC III Closing; provided, however, that such restriction shall not apply to Daimler if the Closing of ▇▇ ▇▇ does not occur. Additionally, the Property Management Agreement will include a provision that, in the event of a default by HAS (beyond any applicable notice and cure period) under the Property Management Agreement, Buyer shall be permitted to terminate the Property Management Agreement and such termination shall also serve to terminate Seller’s Right of First Refusal set forth in the HC III Deed and the ▇▇ ▇▇ Deed.

Daimler Expansion Option. Prior to the expiration of the Due Diligence Period, Seller shall use commercially reasonable efforts to amend that certain Standard Building Lease Agreement dated January 8, 2008 by and between ▇▇ ▇▇ and Daimler (the “Daimler Lease”) to terminate Daimler’s expansion option set forth in Section 19.30 thereof (the “Daimler Lease Amendment”). In the event that Seller fails to obtain the signed Daimler Lease Amendment prior to the expiration of the Due Diligence Period, then, notwithstanding anything to the contrary, this Agreement will automatically terminate at 5:00 p.m., Central time on the last day of the Due Diligence Period. If this Agreement terminates pursuant to this section, then the Title Company shall promptly return the Initial Deposit to Buyer, and neither Seller nor Buyer shall have any liability hereunder except for those obligations which expressly survive the termination of this Agreement.

Tenant Estoppel Certificates. On or before the date that is five (5) days prior to the expiration of the Due Diligence Period, Seller shall use commercially reasonable efforts to deliver to Buyer Acceptable Estoppel Certificates executed by the tenants under the HC III Leases and the ▇▇ ▇▇ Leases dated no more than thirty (30) days prior to the expiration of the Due Diligence Period. Notwithstanding any provisions in this Agreement to the contrary, if Buyer fails to object in writing to an Acceptable Estoppel Certificate executed by any tenant within five (5) business days after the date the same has been delivered to Buyer, Buyer shall be deemed to have approved the same. The provisions of this Section 4.8 shall survive the applicable Closings. Notwithstanding anything to the contrary, any failure by Seller to deliver to Buyer the Acceptable Estoppel Certificates shall not be a default under this Agreement. In the event that Seller fails to delivery the Acceptable Estoppel Certificates to Buyer on or before the date that is five (5) days prior to the expiration of the Due Diligence Period, Buyer shall have the right to elect, as its sole and exclusive remedy, to (a) terminate this Agreement by written notice to Seller prior to the expiration of the Due Diligence Period, promptly after which the Initial Deposit shall be returned to Buyer and,

thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (b) waive such requirement. If Buyer does not terminate this Agreement prior to the expiration of the Due Diligence Period, Buyer will be deemed to have waived its right to terminate this Agreement pursuant to this Section 4.8.

Buyer’s Due Diligence.

Access to Property Documents. Within three (3) business days after the Effective Date, Seller shall cause to be made available to Buyer (at no cost to Buyer) copies of the Property Documents. Seller acknowledges and agrees that Buyer shall be entitled to conduct an audit of the Property based upon the Property Documents and that Seller shall cooperate with Buyer’s reasonable requests in connection therewith. Such information is made available without representation by Seller or recourse to Seller, and Buyer relies on such information at its own risk. Without limiting the generality of the foregoing, Buyer acknowledges that Seller has made no representations (express or implied) regarding the accuracy of such information, the qualifications of the parties preparing such information or the conclusions set forth therein.

Access to the Property. Commencing on the Effective Date hereof and continuing until the expiration of the Due Diligence Period, Seller shall allow Buyer and Buyer’s Representatives access to the Property at reasonable times in order to conduct such environmental, soil, engineering or any other studies thereon as Buyer, in its reasonable discretion, shall deem advisable; provided, however: (a) such access shall not interfere with the operation of the Property or Seller’s adjacent properties and shall be subject to the terms of the Leases; (b) Buyer shall provide at least twenty-four (24) hours notice prior to each visit to the Property by any Buyer’s Representatives, and representatives of Seller shall have the right to accompany Buyer’s Representatives during each such visit; (c) any invasive testing shall require Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; and (d) after the expiration of the Due Diligence Period Buyer’s Representatives shall not be permitted to perform any further testing or other physical evaluation of the Property without the prior written consent of Seller, which shall not be unreasonably conditioned, withheld or denied. Buyer shall deliver promptly to Seller copies of all Buyer’s Reports. Buyer shall immediately return the Property to the condition existing prior to any tests and inspections. Prior to any entry onto the Property by Buyer or any Buyer’s Representatives, Buyer or such Buyer’s Representative shall (i) obtain and deliver to Seller an insurance certificate (in form and substance reasonably acceptable to Seller) evidencing that Buyer (and any Buyer’s Representative entering the Property) have in full force and effect policies of general liability insurance which insure Buyer (and any Buyer’s Representative entering the

Property) with liability insurance limits of not less than $2,000,000 combined single limit covering liabilities for personal injury, death and property damage arising out of activities on or about the Property by Buyer and Buyer’s Representatives, which policy shall: (i) name Seller and its mortgagee (if any) as additional insureds; (ii) be underwritten by an insurance company licensed to do business in the State of Texas and having a Best’s rating of A/VII or better; (iii) include a contractual liability endorsement with respect to Buyer’s indemnification obligations hereunder; and (iv) not be cancelable or subject to amendment without at least 30 days’ advance written notice to Seller. Buyer shall use its best efforts to minimize damage to the Property and shall cause the Property to be restored to substantially the condition existing immediately prior to entry thereon by Buyer and the Buyer’s Representatives (which obligation shall survive the termination of this Agreement and shall not be subject to any limitation of remedies set forth in this Agreement.

Limit on Government Contacts. Notwithstanding any provision in this Agreement to the contrary, except in connection with the preparation of a Phase I environmental report with respect to the Property, Buyer’s Representatives shall not contact any governmental official or representative regarding hazardous materials on or the environmental condition of the Property without Seller’s prior written consent, which consent may be withheld in Seller’s sole discretion. In addition, if Seller’s consent is obtained by Buyer, Seller shall be entitled to receive at least five (5) days prior written notice of the intended contact and to have a representative present when any Buyer’s Representatives has any such contact with any governmental official or representative. Additionally, prior to each of the Closings, Buyer and Buyer’s Representatives shall not make submissions or correspond with a governmental entity regarding the applicable portion of the Property or for the purpose of seeking any governmental approval, variance or permit, including, but not limited to, preliminary or final plats, architectural or civil engineering plans, and rezoning requests (collectively, “Governmental Submissions”), without Seller’s prior written consent, which consent may be withheld in Seller’s sole discretion. During the period prior to each of the Closings, before making a Governmental Submission to any governmental entity related to the applicable portion of the Property, Buyer shall deliver a copy of the Governmental Submission to Seller (to the attention of ▇▇▇ ▇▇▇▇▇▇▇▇▇, Hillwood Development Company, LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, (telephone – ▇▇▇-▇▇▇-▇▇▇▇, email – ▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇), in addition to the individuals otherwise entitled to notices addressed to Seller under this Agreement). Buyer shall periodically inform Seller during the period prior to each of the Closings of the status of any applications for governmental approvals related to the applicable portion of the Property and must notify Seller in advance of any hearings or meetings at which such governmental approvals will be heard or considered. Seller shall cooperate with Buyer’s efforts to obtain the governmental approvals, but Seller will have no obligation to spend any money or enter into any

agreements with governmental entities regarding Seller’s other property adjacent to or near the Property.

Other Due Diligence Obligations of Buyer. All inspections by Buyer’s Representatives shall be at Buyer’s sole expense and shall be in accordance with applicable Laws, including without limitation, Laws relating to worker safety and the proper disposal of discarded materials. Buyer shall cause each of Buyer’s Representatives to be aware of the terms of this Agreement as it relates to the conduct of Buyer’s Due Diligence and the obligations of such parties hereunder.

Waiver and Release. Buyer, for itself and all of the Buyer’s Representatives, hereby waives and releases Seller and each of the Seller Parties from all claims resulting directly or indirectly from access to, entrance upon, or inspection of the Property by Buyer’s Representatives.

As-Is Sale. Buyer acknowledges and agrees as follows:

During the Due Diligence Period, Buyer will conduct such Due Diligence as Buyer has deemed or shall deem necessary or appropriate.

The Property shall be sold, and Buyer shall accept possession of the Property on the Closing Date, “AS IS, WHERE IS, WITH ALL FAULTS”, with no right of setoff or reduction in the Purchase Price.

Except for Seller’s Warranties, none of the Seller Parties have or shall be deemed to have made any verbal or written representations, warranties, promises or guarantees (whether express, implied, statutory or otherwise) to Buyer with respect to the Property, any matter set forth, contained or addressed in the Documents (including, but not limited to, the accuracy and completeness thereof) or the results of Buyer’s Due Diligence.

Buyer shall independently confirm to its satisfaction all information that it considers material to its purchase of the Property or the Transactions.

EXCEPT FOR SELLER’S WARRANTIES CONTAINED IN THIS AGREEMENT AND SELLER’S SPECIAL WARRANTY OF TITLE CONTAINED IN THE DEEDS, BUYER IS NOT RELYING ON ANY WRITTEN, ORAL, IMPLIED OR OTHER REPRESENTATIONS, STATEMENTS OR WARRANTIES BY SELLER OR ANY SELLER PARTY. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER SHALL HAVE NO LIABILITY TO BUYER, AND BUYER HEREBY RELEASES SELLER FROM ANY LIABILITY

(INCLUDING CONTRACTUAL AND/OR STATUTORY ACTIONS FOR CONTRIBUTION OR INDEMNITY), FOR, CONCERNING OR REGARDING (1) THE NATURE AND CONDITION OF THE PROPERTY, INCLUDING THE SUITABILITY THEREOF FOR ANY ACTIVITY OR USE; (2) ANY IMPROVEMENTS OR SUBSTANCES LOCATED THEREON; OR (3) THE COMPLIANCE OF THE PROPERTY WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENT OR OTHER BODY. THE FOREGOING INCLUDES A RELEASE OF SELLER FROM CLAIMS BASED ON SELLER’S NEGLIGENCE IN WHOLE OR IN PART AND CLAIMS BASED ON STRICT LIABILITY. SELLER HAS NOT MADE, DOES NOT MAKE AND EXPRESSLY DISCLAIMS, ANY WARRANTIES, REPRESENTATIONS, COVENANTS OR GUARANTEES, EXPRESSED OR IMPLIED, OR ARISING BY OPERATION OF LAW, AS TO THE MERCHANTABILITY, HABITABILITY, QUANTITY, QUALITY OR ENVIRONMENTAL CONDITION OF THE PROPERTY OR ITS SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. BUYER AFFIRMS THAT PRIOR TO THE EXPIRATION OF THE DUE DILIGENCE PERIOD, BUYER SHALL HAVE (I) INVESTIGATED AND INSPECTED THE PROPERTY TO ITS SATISFACTION AND BECOME FAMILIAR AND SATISFIED WITH THE CONDITION OF THE PROPERTY, AND (II) MADE ITS OWN DETERMINATION AS TO (A) THE MERCHANTABILITY, QUANTITY, QUALITY AND CONDITION OF THE PROPERTY, INCLUDING THE POSSIBLE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES, MATERIALS OR WASTES OR OTHER ACTUAL OR POTENTIAL ENVIRONMENTAL CONTAMINANTS, AND (B) THE PROPERTY’S SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. BUYER HEREBY ACCEPTS THE PROPERTY IN ITS PRESENT CONDITION ON AN “AS IS”, “WHERE IS” AND “WITH ALL FAULTS”, INCLUDING ENVIRONMENTAL, BASIS AND ACKNOWLEDGES THAT (I) WITHOUT THIS ACCEPTANCE, THIS SALE WOULD NOT BE MADE, AND (II) THAT SELLER SHALL BE UNDER NO OBLIGATION WHATSOEVER TO UNDERTAKE ANY REPAIR, ALTERATION, REMEDIATION OR OTHER WORK OF ANY KIND WITH RESPECT TO ANY PORTION OF THE PROPERTY. IF THE CLOSING OCCURS, BUYER AND ITS SUCCESSORS AND ASSIGNS HAVE, AND SHALL BE DEEMED TO HAVE, ASSUMED ALL RISK AND LIABILITY WITH RESPECT TO THE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES, MATERIALS OR WASTES OR OTHER ACTUAL OR POTENTIAL ENVIRONMENTAL CONTAMINANTS ON, WITHIN OR UNDER THE SURFACE OF THE PROPERTY, WHETHER KNOWN OR UNKNOWN, APPARENT, NON-APPARENT OR LATENT, AND

WHETHER EXISTING PRIOR TO, AT OR SUBSEQUENT TO TRANSFER OF THE PROPERTY TO BUYER. SELLER IS HEREBY RELEASED BY BUYER AND ITS SUCCESSORS AND ASSIGNS OF AND FROM ANY AND ALL RESPONSIBILITY, LIABILITY, OBLIGATIONS AND CLAIMS, KNOWN OR UNKNOWN, INCLUDING (1) ANY OBLIGATION TO TAKE THE PROPERTY BACK OR REDUCE THE PRICE, OR (2) ACTIONS FOR CONTRIBUTION OR INDEMNITY, THAT BUYER OR ITS SUCCESSORS AND ASSIGNS MAY HAVE AGAINST SELLER OR THAT MAY ARISE IN THE FUTURE, BASED IN WHOLE OR IN PART UPON THE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES, MATERIALS OR WASTES OR OTHER ACTUAL OR POTENTIAL ENVIRONMENTAL CONTAMINANTS ON, WITHIN OR UNDER THE SURFACE OF THE PROPERTY, INCLUDING ALL RESPONSIBILITY, LIABILITY, OBLIGATIONS AND CLAIMS THAT MAY ARISE UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT, AS AMENDED 42 U.S.C. § 9601 ET SEQ. BUYER FURTHER ACKNOWLEDGES THAT THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY EXPLAINED TO BUYER AND THAT BUYER FULLY UNDERSTANDS AND ACCEPTS THE SAME. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSINGS AND SHALL BE INCLUDED IN THE DEEDS.

Termination of Agreement During Due Diligence Period. If Buyer, in its sole and absolute discretion, is not satisfied with the results of its Due Diligence during the Due Diligence Period, Buyer may terminate this Agreement for any reason or for no reason by written notice to Seller at any time prior to the expiration of the Due Diligence Period, and, in the event of such termination, neither Seller nor Buyer shall have any liability hereunder except for those obligations which expressly survive the termination of this Agreement and the Initial Deposit shall be immediately returned to Buyer. In the event Buyer fails to terminate this Agreement prior to the expiration of the Due Diligence Period, Buyer shall be deemed to have waived its rights to terminate this Agreement in accordance with this Article 5 and, except as otherwise provided in Section 12.2, the Initial Deposit shall become non-refundable to Buyer upon the expiration of the Due Diligence Period.

Items to be Agreed upon During the Due Diligence Period.

Agreement on Development Issues. Seller and Buyer shall attempt to agree, in their respective sole and absolute discretion, upon the following items (collectively, the “Development Issues”) on or before the date that is fifteen (15) days after the Effective Date (the “Development Issues Due Date”).

the location and form of the Reserved Easements, as set forth in Section 4.5 above; and

the form of the Property Management Agreement and the Leasing Agreement, as set forth in Section 4.6 above;

Termination upon Failure to Agree on Development Issues. In the event that Seller and Buyer fail, prior to the Development Issues Due Date, to agree (either actually in writing or by being deemed to have agreed) upon the Development Issues, which agreement may be withheld by either Seller or Buyer in their respective sole and absolute discretion, then, notwithstanding anything to the contrary, this Agreement will automatically terminate at 5:00 p.m., Central time on the Development Issues Due Date. If this Agreement terminates pursuant to this section, then the Title Company shall promptly return the Initial Deposit to Buyer, and neither Seller nor Buyer shall have any liability hereunder except for those obligations which expressly survive the termination of this Agreement.

Revenues.

Revenues. Revenues from Property operations, including, without limitation, rent under the Leases, that is actually collected shall be prorated between Buyer and Seller as of 12:01 a.m. on the applicable Closing Date. Seller shall be entitled to all such revenues attributable to any period up to but not including the Closing Date and Buyer shall be entitled to all such revenues attributable to any period on and after the Closing Date. Seller shall have no obligation to collect any delinquent rent prior to Closing.

Post-Closing Collections. After the applicable Closing, Buyer shall make a good faith effort to collect any revenues not collected as of the applicable Closing Date on Seller’s behalf and to tender the same to Seller upon receipt. Buyer shall not have an exclusive right to collect the revenue due Seller and Seller hereby retains its rights to pursue claims against any party for sums due with respect to periods prior to the applicable Closing Date. The terms of this Section 6.1 shall survive the applicable Closing and not be merged therein.

Security Deposits. The amount of security deposits paid under the Leases, and not theretofore applied, together with interest thereon to the extent any interest is required by law or otherwise to be paid to such tenants, shall be credited to Buyer against the Purchase Price on the date of the applicable Closing. Buyer shall assume at the applicable Closing the obligation, if any, to pay the security and other deposits to tenants under the Leases, to the extent that such deposits are credited to Buyer at Closing.

Real Estate and Personal Property Taxes.

Proration of Ad Valorem Taxes. Buyer and Seller shall only prorate ad valorem real estate and personal property taxes for the Property that are actually due and payable during Closing Year. There shall be no proration of ad valorem real estate or personal property taxes other than as set forth hereinabove and, as between Buyer and Seller, Buyer agrees that it shall be solely responsible for all such ad valorem real estate and personal property taxes due and payable after the Closing. The proration of the ad valorem real estate and personal property taxes actually due and payable during the Closing Year shall be calculated as follows:

Seller shall be responsible for that portion of such taxes equal to (i) the total such taxes due and payable during the Closing Year, multiplied by (ii) a fraction, the numerator of which shall be the number of days in the Closing Year prior to the Closing Date, and the denominator of which shall be 365; and

Buyer shall be responsible for that portion of such taxes equal to (i) the total such taxes due and payable during the Closing Year, multiplied by (ii) a fraction, the numerator of which shall be the number of days in the Closing Year subsequent to and including the Closing Date, and the denominator of which shall be 365.

Insufficient Information. If, at Closing, the real estate and/or personal property tax rate and assessments have not been set for the taxes due and payable during the Closing Year, then the proration of such taxes shall be based upon the rate and assessments for the preceding year, and such proration shall be adjusted between Seller and Buyer after Closing upon presentation of written evidence that the actual taxes due and payable during the Closing Year differ from the amounts used at Closing and in accordance with the provisions of Section 6.7.

Special Assessments. Seller shall pay all installments of special assessments due and payable prior to the Closing Date and Buyer shall pay all installments of special assessments due and payable on and after the Closing Date.

Notice Regarding Possible Liability for Additional Taxes. If for the current ad valorem tax year the taxable value of the land that is the subject of this Contract is determined by a special appraisal method that allows for appraisal of the land at less than its market value, the person to whom the land is transferred may not be allowed to qualify the land for that special appraisal in a subsequent tax year and the land may then be appraised at its full market value. In addition, the transfer of the land or a subsequent change in the use of the land may result in the imposition of an additional tax plus interest as a penalty for the transfer or the change in the use of the land. The taxable value of the land and the applicable method of appraisal for the current tax year is public information and may be obtained from the tax appraisal district established for the county in which the land is located.

Other Property Operating Expenses.

Operating expenses for the Property shall be prorated as of 12:01 a.m. on the Closing Date. Seller shall pay all utility charges and other operating expenses attributable to the Property to, but not including the Closing Date and Buyer shall pay all utility charges and other operating expenses attributable to the Property on

or after the Closing Date. To the extent that the amount of actual consumption of any utility services is not determined prior to the Closing Date, a proration shall be made at Closing based on the last available reading and post-closing adjustments between Buyer and Seller shall be made within twenty (20) days of the date that actual consumption for such pre-closing period is determined, which obligation shall survive the Closing and not be merged therein. Seller shall not assign to Buyer any deposits which Seller has with any of the utility services or companies servicing the Property. Buyer shall arrange with such services and companies to have accounts opened in Buyer’s name beginning at 12:01 a.m. on the Closing Date.

If Seller, as landlord under the Leases, is currently collecting from tenants under the Leases additional rent to cover taxes, insurance, utilities (to the extent not paid directly by tenants), common area maintenance and other operating costs and expenses (collectively, “Operating Costs”) incurred by Seller in connection with the ownership, operation, maintenance and management of the Real Property, at the applicable Closing, Buyer shall receive a credit equal to the amount, if any, by which payments made by tenants in respect of Operating Costs for the period for which such Operating Costs were collected exceed the amount actually paid by Seller during this same period of time for Operating Cost items. Operating Costs that are not paid by tenants either directly or reimbursed under the Leases shall be prorated as set forth in Section 6.4.1 above.

Buyer shall be responsible for the payment of all Tenant Inducement Costs (as hereinafter defined) and leasing commissions which become due and payable after the applicable Closing in connection with a Lease affecting the Real Property, including, without limitation, as a result of any new Lease executed between the Effective Date and the applicable Closing Date, or any renewals, amendments or expansions of existing Leases affecting the Real Property or as a result of any options exercised by tenants after the applicable Closing Date. If, as of the applicable Closing Date, Seller shall have paid any Tenant Inducement Costs or leasing commissions for which Buyer is responsible pursuant to the foregoing provisions, Buyer shall reimburse Seller for such amount at the applicable Closing. For purposes hereof, the term “Tenant Inducement Costs” shall mean any out-of-pocket payments required under a Lease to be paid by the landlord thereunder to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement, including specifically, without limitation, tenant improvement costs, design, and refurbishment allowances. The term “Tenant Inducement Costs” shall not include loss of income resulting from any free rental period, it being agreed that Seller shall bear such loss until the applicable Closing Date and that Buyer shall bear such loss from and after the applicable Closing Date.

Closing Costs. Buyer shall pay the following costs and expenses associated with the Transactions: (a) all title premiums and charges related to extended coverage and for endorsements to the Owner’s

Title Policies other than the basic title premium, (b) the cost of the Surveys, (c) all recording charges in connection with the instrument by which Seller conveys the Property, (d) one-half of the escrow fee charged by the Title Company, (e) all sales taxes and similar charges, if any, applicable to the transfer of the Personal Property or the Intangible Property to Buyer, (f) all costs of Buyer’s Due Diligence, including fees due its consultants and attorneys, and (g) all lenders’ fees related to any financing to be obtained by Buyer. Seller shall pay the following costs and expenses associated with the Transactions: (i) the basic title premium for issuance of the Owner’s Title Policies, (ii) the commission due Seller’s Broker pursuant to a separate written agreement, (iii) one-half of the escrow fee charged by the Title Company, (iv) all fees due its attorneys, and (v) all costs incurred in connection with causing the Title Company to Remove any Required Exceptions. Except as otherwise provided herein, each party shall pay its share of all other closing costs as is normally paid by a seller or buyer, respectively, in a transaction of this character in Tarrant County, Texas as reasonably determined by the Title Company. The obligations of the parties under this Section 6.5 shall survive the Closing (and not be merged therein) or any earlier termination of this Agreement.

Apportionment Credit. In the event the apportionments to be made at the Closing result in a credit balance (a) to Buyer, such sum shall be paid at the Closing by giving Buyer a credit against the Purchase Price in the amount of such credit balance, or (b) to Seller, Buyer shall pay the amount thereof to Seller at the Closing by wire transfer of immediately available funds to the account or accounts to be designated by Seller for the payment of the Purchase Price.

Delayed Adjustment; Delivery of Operating and Other Financial Statements. If at any time following the Closing Date, the amount of an item listed in any section of this Article 6 shall prove to be incorrect (whether as a result of an error in calculation or a lack of complete and accurate information as of the Closing) or otherwise require adjustment as a result of any year-end or periodic reconciliations, the party owing money as a result of such error or adjustment shall promptly pay to the other party the sum necessary to correct such error or make such adjustment upon receipt of proof of the same, provided that such proof is received by the party from whom payment is to be made on or before one (1) year after Closing (such period being referred to herein as the “Post Closing Adjustment Period”). In order to enable Seller to determine whether any such delayed adjustment is necessary, Buyer shall provide to Seller current operating and financial statements for the Property and copies of any correspondence and statements in connection with any reconciliation promptly after the same are prepared, but, in any event, no later than the date one (1) month prior to the expiration of the Post-Closing Adjustment Period. The provisions of this Section 6.7 shall survive the Closing and not be merged therein.

HC III Closing Date. The HC III Closing shall occur on the HC III Closing Date. The parties shall endeavor to conduct an escrow-style closing through the Escrow Agent so that it will not be necessary for any party to attend the HC III Closing. If, however, either Buyer or Seller determines in good faith that such an escrow Closing is not practical, Buyer and Seller shall conduct a “pre-closing” at 10:00 a.m. Central Time on the last business day prior to the HC III Closing Date at the offices of Escrow Agent with title transfer and payment of the Purchase Price to be completed on the HC III Closing Date as set forth in Section 7.2 below. Time is of the essence with respect to the HC III Closing.

Title Transfer and Payment of HC III Purchase Price. Provided all conditions precedent to Seller’s obligations hereunder have been satisfied, Seller agrees to convey the HC III Property to Buyer upon confirmation of receipt of the HC III Purchase Price by the Escrow Agent as set forth below. Provided all conditions precedent to Buyer’s obligations hereunder have been satisfied, Buyer agrees to pay the HC III Purchase Price by timely delivering the same to the Escrow Agent on or before the HC III Closing Date at such time as will allow Buyer and Escrow Agent to meet its obligations under this Agreement; and causing the Escrow Agent to deposit the same in Seller’s designated account by 4:00 p.m. Central Time on the HC III Closing Date.

Seller’s HC III Closing Deliveries. At the HC III Closing, Seller shall deliver or cause to be delivered the following:

HC III Deed. A deed in the form of Exhibit E attached hereto and incorporated herein by this reference (“HC III Deed”) executed and acknowledged by Seller, conveying the HC III Real Property to Buyer, subject to the Permitted Exceptions affecting the HC III Real Property.

HC III ▇▇▇▇ of Sale. A ▇▇▇▇ of sale in the form of Exhibit F attached hereto and incorporated herein by this reference (“HC III ▇▇▇▇ of Sale”) executed by Seller, conveying all of Seller’s right, title and interest in and to the HC III Personal Property to Buyer, subject to the Permitted Exceptions affecting the HC III Personal Property.

HC III Assignment of Intangible Property. An assignment and assumption of intangible property in the form of Exhibit G attached hereto and incorporated herein by this reference (“HC III Assignment of Intangible Property”) executed by Seller, conveying all of Seller’s right, title and interest in and to the HC III Intangible Property to Buyer, subject to the Permitted Exceptions affecting the HC III Intangible Property.

HC III Assignment of Leases. An assignment and assumption of leases in the form of Exhibit H attached hereto and incorporated herein by this reference (“HC III Assignment of Leases”), executed by Seller, assigning

all of Seller’s right, title and interest as landlord under the Leases affecting the HC III Real Property to Buyer.

HC III Tenant Notification Letters. A letter in the form of Exhibit J attached hereto and incorporated herein by this reference (the “HC III Tenant Notification Letter”), executed by Seller, for the tenant pursuant to each Lease affecting the HC III Real Property.

HC III Reserved Easements. An easement agreement reserving in favor of Seller (to the extent not included in the HC III Deed) and/or granting to third parties certain easements across portions of the HC III Real Property.

HC III Property Management Agreement. A Property Management Agreement covering the HC III Property, executed by Seller or an Affiliate of Seller.

HC III Leasing Agreement. A Leasing Agreement covering the HC III Property, executed by Seller or an Affiliate of Seller.

HC III License. A license permitting the use of the names “Alliance”, “AllianceTexas”, and the associated registered logos or marks of such names in the form of Exhibit L attached hereto and incorporated herein by this reference (the “HC III License”) in connection with the HC III Property, executed by Seller or an Affiliate of Seller.

Closing Protection Letter. An “insured closing services letter” from the Title Company; provided that (i) such letter is available from the Title Company, (ii) any inability to deliver such letter shall not cause a delay in Closing or any additional liability or obligations for Seller, and (iii) such letter shall be at Buyer’s sole expense.

HC III Keys and Original Documents. Keys to all locks on the HC III Real Property in Seller’s possession and originals or, if originals are not available, copies, of all of the Property Documents related to the HC III Property, to the extent not previously delivered to Buyer.

Buyer’s HC III Closing Deliveries. At the HC III Closing, Buyer shall deliver or cause to be delivered the following:

HC III Purchase Price. The HC III Purchase Price, as adjusted for apportionments and other adjustments required under this Agreement, plus any other amounts required to be paid by Buyer at the HC III Closing.

HC III ▇▇▇▇ of Sale. The HC III ▇▇▇▇ of Sale executed by Buyer.

HC III Assignment of Intangible Property. The HC III Assignment of Intangible Property executed by Buyer.

HC III Assignment of Leases. The HC III Assignment of Leases executed by Buyer.

HC III Tenant Notification Letters. The HC III Tenant Notification Letters executed by Buyer.

HC III Property Management Agreement. A Property Management Agreement covering the HC III Property, executed by Buyer.

HC III Leasing Agreement. A Leasing Agreement covering the HC III Property, executed by Buyer.

HC III License. The HC III License, executed by Buyer.

▇▇ ▇▇ Closing Date. The ▇▇ ▇▇ Closing shall occur on the ▇▇ ▇▇ Closing Date. The parties shall endeavor to conduct an escrow-style closing through the Escrow Agent so that it will not be necessary for any party to attend the ▇▇ ▇▇ Closing. If, however, either Buyer or Seller determines in good faith that such an escrow Closing is not practical, Buyer and Seller shall conduct a “pre-closing” at 10:00 a.m. Central Time on the last business day prior to the ▇▇ ▇▇ Closing Date at the offices of Escrow Agent with title transfer and payment of the Purchase Price to be completed on the ▇▇ ▇▇ Closing Date as set forth in Section 8.2 below. Time is of the essence with respect to the ▇▇ ▇▇ Closing.

Title Transfer and Payment of ▇▇ ▇▇ Purchase Price. Provided all conditions precedent to Seller’s obligations hereunder have been satisfied, Seller agrees to convey the ▇▇ ▇▇ Property to Buyer upon confirmation of receipt of the ▇▇ ▇▇ Purchase Price by the Escrow Agent as set forth below. Provided all conditions

precedent to Buyer’s obligations hereunder have been satisfied, Buyer agrees to pay the ▇▇ ▇▇ Purchase Price by timely delivering the same to the Escrow Agent on or before the ▇▇ ▇▇ Closing Date at such time as will allow Buyer and Escrow Agent to meet its obligations under this Agreement; and causing the Escrow Agent to deposit the same in Seller’s designated account by 4:00 p.m. Central Time on the ▇▇ ▇▇ Closing Date.

Seller’s ▇▇ ▇▇ Closing Deliveries. At the ▇▇ ▇▇ Closing, Seller shall deliver or cause to be delivered the following:

▇▇ ▇▇ Deed. A deed in the form of Exhibit E attached hereto and incorporated herein by this reference (“▇▇ ▇▇ Deed”) executed and acknowledged by Seller, conveying the ▇▇ ▇▇ Real Property to Buyer, subject to the Permitted Exceptions affecting the ▇▇ ▇▇ Real Property.

▇▇ ▇▇ ▇▇▇▇ of Sale. A ▇▇▇▇ of sale in the form of Exhibit F attached hereto and incorporated herein by this reference (“▇▇ ▇▇ ▇▇▇▇ of Sale”) executed by Seller, conveying all of Seller’s right, title and interest in and to the ▇▇ ▇▇ Personal Property to Buyer, subject to the Permitted Exceptions affecting the ▇▇ ▇▇ Personal Property.

▇▇ ▇▇ Assignment of Intangible Property. An assignment and assumption of intangible property in the form of Exhibit G attached hereto and incorporated herein by this reference (“▇▇ ▇▇ Assignment of Intangible Property”) executed by Seller, conveying all of Seller’s right, title and interest in and to the ▇▇ ▇▇ Intangible Property to Buyer, subject to the Permitted Exceptions affecting the ▇▇ ▇▇ Intangible Property.

▇▇ ▇▇ Assignment of Leases. An assignment and assumption of leases in the form of Exhibit H attached hereto and incorporated herein by this reference (“▇▇ ▇▇ Assignment of Leases”), executed by Seller, assigning all of Seller’s right, title and interest as landlord under the Leases affecting the ▇▇ ▇▇ Real Property to Buyer.

▇▇ ▇▇ Tenant Notification Letters. A letter in the form of Exhibit J attached hereto and incorporated herein by this reference (the “▇▇ ▇▇ Tenant Notification Letter”), executed by Seller, for the tenant pursuant to each Lease affecting the ▇▇ ▇▇ Real Property.

▇▇ ▇▇ Reserved Easements. An easement agreement reserving in favor of Seller (to the extent not included in the ▇▇ ▇▇ Deed) and/or granting to third parties certain easements across portions of the ▇▇ ▇▇ Real Property.

▇▇ ▇▇ Property Management Agreement. A Property Management Agreement covering the ▇▇ ▇▇ Property, executed by Seller or an Affiliate of Seller.

▇▇ ▇▇ Leasing Agreement. A Leasing Agreement covering the ▇▇ ▇▇ Property, executed by Seller or an Affiliate of Seller.

▇▇ ▇▇ License. A license permitting the use of the names “Alliance”, “AllianceTexas”, and the associated registered logos or marks of such names in the form of Exhibit L attached hereto and incorporated herein by this reference (the “▇▇ ▇▇ License”) in connection with the ▇▇ ▇▇ Property, executed by Seller or an Affiliate of Seller.

▇▇ ▇▇ Daimler Lease Amendment. If obtained by Seller pursuant to Section 4.7 above, the Daimler Lease Amendment, executed by ▇▇ ▇▇ and Daimler.

Closing Protection Letter. An “insured closing services letter” from the Title Company; provided that (i) such letter is available from the Title Company, (ii) any inability to deliver such letter shall not cause a delay in Closing or any additional liability or obligations for Seller, and (iii) such letter shall be at Buyer’s sole expense.

▇▇ ▇▇ Keys and Original Documents. Keys to all locks on the ▇▇ ▇▇ Real Property in Seller’s possession and originals or, if originals are not available, copies, of all of the Property Documents related to the ▇▇ ▇▇ Property, to the extent not previously delivered to Buyer.

Buyer’s ▇▇ ▇▇ Closing Deliveries. At the ▇▇ ▇▇ Closing, Buyer shall deliver or cause to be delivered the following:

▇▇ ▇▇ Purchase Price. The ▇▇ ▇▇ Purchase Price, as adjusted for apportionments and other adjustments required under this Agreement, plus any other amounts required to be paid by Buyer at the ▇▇ ▇▇ Closing.

▇▇ ▇▇ ▇▇▇▇ of Sale. The ▇▇ ▇▇ ▇▇▇▇ of Sale executed by Buyer.

▇▇ ▇▇ Assignment of Intangible Property. The ▇▇ ▇▇ Assignment of Intangible Property executed by Buyer.

▇▇ ▇▇ Assignment of Leases. The ▇▇ ▇▇ Assignment of Leases executed by Buyer.

▇▇ ▇▇ Tenant Notification Letters. The ▇▇ ▇▇ Tenant Notification Letters executed by Buyer.

▇▇ ▇▇ Property Management Agreement. A Property Management Agreement covering the ▇▇ ▇▇ Property, executed by Buyer.

▇▇ ▇▇ Leasing Agreement. A Leasing Agreement covering the ▇▇ ▇▇ Property, executed by Buyer.

▇▇ ▇▇ License. The ▇▇ ▇▇ License, executed by Buyer.

Buyer’s Option to Extend ▇▇ ▇▇ Closing Date. If Buyer is not then in default under this Agreement, then Buyer shall have the right to extend the ▇▇ ▇▇ Closing Date for a single period of sixty (60) additional days past the original ▇▇ ▇▇ Closing Date by taking the following actions prior to the date that is one hundred (100) days after the expiration of the Due Diligence Period: (i) delivering to Seller written notice of Buyer’s election to exercise such extension option, and (ii) delivering to the Title Company, in immediately available funds, an additional $500,000.00 (the “Extension Fee”). Notwithstanding anything to the contrary, the Extension Fee shall be non-refundable to Buyer immediately upon deposit with the Title Company, but shall be credited against the ▇▇ ▇▇ Purchase Price; provided however, that in the event Seller is in default and Buyer exercises its right to terminate pursuant to Section 12.2 of this Agreement, the Extension Fee shall be returned to Buyer. Notwithstanding anything to the contrary, in the event that Seller becomes entitled to the Deposit pursuant to the terms of this Agreement, Seller shall also be entitled to receive the Extension Fee.

Conditions to Seller’s Obligations. Seller’s obligation to close both the HC III or the ▇▇ ▇▇ portions of the Transactions is conditioned on all of the following, any or all of which may be waived by Seller by an express written waiver, at its sole option:

Representations True. All representations and warranties made by Buyer in this Agreement shall be true and correct in all material respects on and as of each Closing Date, as if made on and as of such date except to the extent they expressly relate to an earlier date; and

Buyer’s Deliveries Complete. Buyer shall have delivered the funds required hereunder and all of the documents to be executed by Buyer as set forth above with regard to each Closing, and shall have performed all

other covenants, undertakings and obligations, and complied with all conditions required by this Agreement, to be performed or complied with by Buyer at or prior to such Closing.

Conditions to Buyer’s Obligations. Buyer’s obligation to close the Transactions is conditioned on all of the following, any or all of which may be expressly waived by Buyer in writing, at its sole option:

Representations True. Subject to the provisions of Section 10.3, all representations and warranties made by Seller in this Agreement, as the same may be amended as provided in Section 10.3, shall be true and correct in all material respects on and as of each Closing Date, as if made on and as of such date except to the extent that they expressly relate to an earlier date;

Title Conditions Satisfied. At the time of the applicable Closing, title to the Property shall be as provided in Article 4 of this Agreement;

Seller’s Deliveries Complete. Seller shall have delivered all of the documents and other items required as set forth above with regard to each Closing and shall have performed all other covenants, undertakings and obligations, and complied with all conditions required by this Agreement, to be performed or complied with by Seller at or prior to such Closing; and

Tenant Estoppel Certificate. Prior to the ▇▇ ▇▇ Closing Date, Seller shall have delivered to Buyer updated Acceptable Estoppel Certificates executed by the tenants under the ▇▇ ▇▇ Leases dated no more than forty five (45) days prior to the ▇▇ ▇▇ Closing Date. Notwithstanding any provisions in this Agreement to the contrary, if Buyer fails to object in writing to any such updated Acceptable Estoppel Certificate executed by any tenant within five (5) business days after the date the same has been delivered to Buyer, Buyer shall be deemed to have approved the same. The provisions of this Section 9.2(d) shall survive the ▇▇ ▇▇ Closing.

Failure of Conditions Set Forth in Section 9.2(d). Seller shall use commercially reasonable efforts to cause the condition set forth in Section 9.2(d) to be fulfilled prior to the ▇▇ ▇▇ Closing. Seller shall only be in default under Section 9.2(d) of this Agreement if Seller fails to use commercially reasonable efforts to cause the condition set forth in Section 9.2(d) to be fulfilled prior to the ▇▇ ▇▇ Closing.

Waiver of Failure of Conditions Precedent. At any time or times on or before the date specified for the satisfaction of any condition, Seller or Buyer may elect in writing to waive the benefit of any such condition set forth in Sections 9.1 or 9.2. By closing either the HC III or the ▇▇ ▇▇ portion of the Transactions, Seller and Buyer shall be conclusively deemed to have waived the benefit

of any remaining unfulfilled conditions set forth in Sections 9.1 or 9.2 related to the HC III Property or the ▇▇ ▇▇ Property, as applicable. Notwithstanding anything to the contrary, including, without limitation, Article 12 of this Agreement, if all of the conditions set forth in Section 9.2 are neither waived nor fulfilled on or before the HC III Closing Date or the ▇▇ ▇▇ Closing Date, as applicable, then Buyer shall have the right, to elect, as its sole and exclusive remedy, to (a) terminate this Agreement by written notice to Seller, promptly after which the Deposit shall be returned to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (b) waive the condition and proceed to close the HC III or ▇▇ ▇▇ portion of the Transactions, as applicable. Notwithstanding the foregoing, in the event any of the conditions set forth in Section 9.2 or 9.3 are not fulfilled as a result of a default by either party hereto, the provisions of Article 12 shall apply.

Approvals not a Condition to Buyer’s Performance. Subject to Buyer’s right to terminate this Agreement prior to the expiration of the Due Diligence Period in accordance with the terms of Article 5, Buyer acknowledges and agrees that its obligation to perform under this Agreement is not contingent upon Buyer’s ability to obtain any (a) governmental or quasi-governmental approval of changes or modifications in use or zoning, or (b) modification of any existing land use restriction, or (c) consents to assignments of any service contracts, management agreements or other agreements which Buyer requests, or (d) endorsements to the Owner’s Title Policy.

Buyer’s Representations. Buyer represents and warrants to, and covenants with, Seller as follows:

Buyer’s Authorization. Buyer (a) is duly organized (or formed), validly existing and in good standing under the Laws of the State of Delaware, (b) is authorized to consummate the Transactions and fulfill all of its obligations hereunder and under all Closing Documents to be executed by Buyer, and (c) has all necessary power to execute and deliver this Agreement and all Closing Documents to be executed by Buyer, and to perform all of Buyer’s obligations hereunder and thereunder. This Agreement and all Closing Documents to be executed by Buyer have been duly authorized by all requisite partnership, corporate or other required action on the part of Buyer and are the valid and legally binding obligation of Buyer, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all Closing Documents to be executed by Buyer, nor the performance of the obligations of Buyer hereunder or thereunder will result in the violation of any Law or any provision of the organizational documents of Buyer or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Buyer is bound.

Buyer’s Financial Condition. No petition has been filed by or against Buyer under the Federal Bankruptcy Code or any similar State or Federal Law.

Patriot Act Compliance. Buyer is not (i) acting, directly or indirectly for, or on behalf of, any person, group, entity or nation named by any Executive Order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or other banned or blocked person, entity, or nation pursuant to any Law that is enforced or administered by the Office of Foreign Assets Control, and is not engaging in these Transactions, directly or indirectly, on behalf of, or instigating or facilitating these Transactions, directly or indirectly, on behalf of, any such person, group, entity or nation, nor (ii) engaged in any dealings or transactions, directly or indirectly, in contravention of any United States, international or other applicable money laundering regulations or conventions, including, without limitation, the United States Bank Secrecy Act, the United States Money Laundering Control Act of 1986, the United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, Trading with the Enemy Act (50 U.S.C. § 1 et seq., as amended), or any foreign asset control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto.

Seller’s Representations. Seller represents and warrants to Buyer as follows:

Seller’s Authorization. Seller (a) is duly organized (or formed), validly existing and in good standing under the Laws of the State of Texas, is authorized to consummate the Transactions and fulfill all of its obligations hereunder and under all Closing Documents to be executed by Seller, and (b) has all necessary power to execute and deliver this Agreement and all Closing Documents to be executed by Seller, and to perform all of Seller’s obligations hereunder and thereunder. This Agreement and all Closing Documents to be executed by Seller have been duly authorized by all requisite partnership, corporate or other required action on the part of Seller and are the valid and legally binding obligation of Seller, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all Closing Documents to be executed by Seller, nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any

Law or any provision of the organizational documents of Seller or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller is bound.

Seller’s Financial Condition. No petition has been filed by, nor to Seller’s knowledge by any third party against, Seller under the Federal Bankruptcy Code or any similar State or Federal Law.

Seller’s Knowledge Representations. To Seller’s knowledge:

Except as listed in Exhibit I attached hereto and incorporated herein by this reference, Seller has not received any written notice of any current or pending litigation against Seller which would, in the reasonable judgment of Seller, if determined adversely to Seller, materially adversely affect the Property.

As of the date of this Agreement, Seller has not entered into any contracts, subcontracts, leases or agreements affecting the Property which will be binding upon Buyer after the Closing other than (i) the Contracts listed in Exhibits B-1 and B-2 attached hereto, (ii) the Leases listed in Exhibits C-1 and C-2 attached hereto, (iii) liens, encumbrances, covenants, conditions, restrictions, easements and other matters of record, and (iv) the Permitted Exceptions.

Except for defaults cured on or before the Effective Date hereof, Seller has not received any written notice of default under the terms of any of the Contracts or Leases except as listed in Exhibit I attached hereto.

Except for violations cured or remedied on or before the Effective Date hereof and except as listed in Exhibit I attached hereto, as of the Effective Date of this Agreement, Seller has not received any written notice from any governmental authority of any violation of any zoning Law applicable to the Property. Seller has not received any written notices from any governmental or regulatory authority of any proposed or pending amendment to the zoning classification of the Property or any part thereof.

Seller has received no written notice of any pending or threatened condemnation or eminent domain proceedings relating to the Property.

Except for violations cured or remedied on or before the Effective Date hereof and except as listed in Exhibit I attached hereto, as of the Effective Date of this Agreement, Seller has not received any written notices from any governmental or regulatory authority of any defects or inadequacies applicable to the Property or violations of any environmental Law. Seller has received no written notice that (i) any governmental licenses, permits

or approvals held by Seller pertaining to and required for the ownership or operation of the Property, as presently operated, have been or are about to be revoked or will not be renewed; or (ii) either Seller or the Property does not comply with the terms of any such licenses, permits or approvals.

Except for violations cured or remedied on or before the Effective Date hereof and except as listed in Exhibit I attached hereto, as of the Effective Date of this Agreement, Seller has not received from any third party (including any federal, state or municipal governmental agency) any written request for information, notices of claim, demand letters or other notification concerning hazardous substances, materials or wastes at, on or under the Property or that Seller is or may be potentially responsible for the removal and/or clean up of any hazardous substances, materials or wastes at, on or under the Property.

Except for Confidential Materials and such other information that Seller is allowed to redact or otherwise withhold pursuant to the definition of the term Property Documents set forth in Article 1 above, Seller has not altered any of the Property Documents prior to delivering the same to Buyer.

Patriot Act Compliance. Seller is not (i) acting, directly or indirectly for, or on behalf of, any person, group, entity or nation named by any Executive Order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or other banned or blocked person, entity, or nation pursuant to any Law that is enforced or administered by the Office of Foreign Assets Control, and is not engaging in these Transactions, directly or indirectly, on behalf of, or instigating or facilitating these Transactions, directly or indirectly, on behalf of, any such person, group, entity or nation, nor (ii) engaged in any dealings or transactions, directly or indirectly, in contravention of any United States, international or other applicable money laundering regulations or conventions, including, without limitation, the United States Bank Secrecy Act, the United States Money Laundering Control Act of 1986, the United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, Trading with the Enemy Act (50 U.S.C. § 1 et seq., as amended), or any foreign asset control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto.

General Provisions.

Seller’s Warranties Deemed Modified. To the extent that Buyer knows or is deemed to know prior to the expiration of the Due Diligence Period that Seller’s Warranties are inaccurate, untrue or incorrect in any way, such representations and warranties shall be deemed modified to reflect Buyer’s knowledge or deemed knowledge, as the case may be.

Breach of Seller’s Warranties prior to the HC III Closing.

If at or prior to the HC III Closing, any Buyer’s Representative obtains actual knowledge that any of Seller’s Warranties are untrue, inaccurate or incorrect in any material respect, Buyer shall give Seller written notice thereof within five (5) business days of obtaining such knowledge (but, in any event, prior to the HC III Closing). If at or prior to the HC III Closing, Seller obtains actual knowledge that any of Seller’s Warranties are untrue, inaccurate or incorrect in any material respect, Seller shall give Buyer written notice thereof within five (5) business days of obtaining such knowledge (but, in any event, prior to the HC III Closing). In either such event, Seller shall have the right to cure such misrepresentation or breach.

If any misrepresentation or breach of any of Seller’s Warranties is first discovered by Buyer after the expiration of the Due Diligence Period but prior to HC III Closing and Seller either does not elect to or is not able to so cure any such misrepresentation or breach, then Buyer, as its sole and exclusive remedy for any and all such misrepresentations or breaches, shall have the following rights:

If any of Seller’s Warranties are, in the aggregate, untrue, inaccurate or incorrect in any material respect, then Buyer may elect either (A) to waive such misrepresentations or breaches and consummate the HC III portion of the Transactions without any reduction of or credit against the HC III Purchase Price, or (B) to terminate this Agreement by written notice given to Seller prior to or on the HC III Closing Date, in which event this Agreement shall be terminated, the Deposit shall be returned to Buyer and, thereafter, neither party shall have any further rights or obligations hereunder except as provided in any section hereof that by its terms expressly provides that it survives any termination of this Agreement.

If any of Seller’s Warranties are untrue, inaccurate or incorrect but are not, in the aggregate, untrue, inaccurate or incorrect in any material respect, Buyer shall be deemed to waive such misrepresentation or breach of warranty, and Buyer shall be required to consummate the HC III portion of the Transactions

without any reduction of or credit against the HC III Purchase Price.

The untruth, inaccuracy or incorrectness of Seller’s Warranties shall be deemed material for purposes of this Agreement only if Buyer’s aggregate damages resulting from the untruth, inaccuracy or incorrectness of Seller’s Warranties are reasonably estimated to exceed One Hundred Thousand and No/100 Dollars ($100,000.00).

Breach of Seller’s Warranties prior to the ▇▇ ▇▇ Closing.

If, after the HC III Closing, but at or prior to the ▇▇ ▇▇ Closing, any Buyer’s Representative obtains actual knowledge that any of Seller’s Warranties are untrue, inaccurate or incorrect in any material respect, Buyer shall give Seller written notice thereof within five (5) business days of obtaining such knowledge (but, in any event, prior to the ▇▇ ▇▇ Closing). If, after the HC III Closing, but at or prior to the ▇▇ ▇▇ Closing, Seller obtains actual knowledge that any of Seller’s Warranties are untrue, inaccurate or incorrect in any material respect, Seller shall give Buyer written notice thereof within five (5) business days of obtaining such knowledge (but, in any event, prior to the ▇▇ ▇▇ Closing). In either such event, Seller shall have the right to cure such misrepresentation or breach.

If any misrepresentation or breach of any of Seller’s Warranties is first discovered by Buyer after the HC III Closing but prior to ▇▇ ▇▇ Closing and Seller either does not elect to or is not able to so cure any such misrepresentation or breach, then Buyer, as its sole and exclusive remedy for any and all such misrepresentations or breaches, shall have the following rights:

If any of Seller’s Warranties are, in the aggregate, untrue, inaccurate or incorrect in any material respect, then Buyer may elect either (A) to waive such misrepresentations or breaches and consummate the ▇▇ ▇▇ portion of the Transactions without any reduction of or credit against the ▇▇ ▇▇ Purchase Price, or (B) to terminate this Agreement by written notice given to Seller prior to or on the ▇▇ ▇▇ Closing Date, in which event this Agreement shall be terminated, the Deposit shall be returned to Buyer and, thereafter, neither party shall have any further rights or obligations hereunder except as provided in any section hereof that by its terms expressly provides that it survives any termination of this Agreement.

If any of Seller’s Warranties are untrue, inaccurate or incorrect but are not, in the aggregate, untrue, inaccurate or incorrect in any material respect, Buyer shall be deemed to waive such misrepresentation or breach of warranty, and Buyer shall be required to consummate the ▇▇ ▇▇ portion of the Transactions

without any reduction of or credit against the ▇▇ ▇▇ Purchase Price.

Survival; Limitation on Seller’s Liability. Seller’s Warranties related to the HC III Property shall survive the HC III Closing and not be merged therein for a period of one (1) year and Seller shall only be liable to Buyer hereunder for a breach of a Seller’s Warranty related to the HC III Property with respect to which a claim is made by Buyer against Seller on or before the date that is one (1) year after the date of the HC III Closing. Seller’s Warranties related to the ▇▇ ▇▇ Property shall survive the ▇▇ ▇▇ Closing and not be merged therein for a period of one (1) year and Seller shall only be liable to Buyer hereunder for a breach of a Seller’s Warranty related to the ▇▇ ▇▇ Property with respect to which a claim is made by Buyer against Seller on or before the date that is one (1) year after the date of the ▇▇ ▇▇ Closing. Anything in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller for breaches of Seller’s Warranties shall be limited as set forth in Section 15.13 hereof. Notwithstanding the foregoing, however, if the HC III Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity, under this Agreement or otherwise to make a claim against Seller for damages that Buyer may incur, or to rescind this Agreement and the HC III portion of the Transactions, as the result of any of Seller’s Warranties related to the HC III Property being untrue, inaccurate or incorrect if (a) Buyer knew or is deemed to know that such representation or warranty was untrue, inaccurate or incorrect at the time of the HC III Closing, or (b) Buyer’s damages as a result of such representations or warranties being untrue, inaccurate or incorrect are reasonably estimated to aggregate less than One Hundred Thousand and No/100 Dollars ($100,000.00). Notwithstanding the foregoing, however, if the ▇▇ ▇▇ Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity, under this Agreement or otherwise to make a claim against Seller for damages that Buyer may incur, or to rescind this Agreement and the ▇▇ ▇▇ portion of the Transactions, as the result of any of Seller’s Warranties related to the ▇▇ ▇▇ Property being untrue, inaccurate or incorrect if (a) Buyer knew or is deemed to know that such representation or warranty was untrue, inaccurate or incorrect at the time of the ▇▇ ▇▇ Closing, or (b) Buyer’s damages as a result of such representations or warranties being untrue, inaccurate or incorrect are reasonably estimated to aggregate less than One Hundred Thousand and No/100 Dollars ($100,000.00).

Buyer’s Covenants. Buyer hereby covenants as follows:

Confidentiality. Buyer acknowledges that any information heretofore or hereafter furnished to Buyer with respect to the Property has been and will be so furnished on the condition that Buyer maintains the confidentiality thereof. Accordingly, Buyer shall hold, and shall cause Buyer’s Representatives to hold, in strict confidence, and Buyer shall not disclose, and shall prohibit Buyer’s Representatives from disclosing, to any other person without the prior written consent of Seller: (a) the terms of this Agreement, and (b) any of the information related to the Property delivered to or for the benefit of Buyer whether by any Buyer’s Representatives or by any of the Seller Parties, including, but not limited to, any information heretofore or hereafter obtained by any Buyer’s Representatives in connection with its Due Diligence. Buyer’s obligation under clause (a) of the immediately preceding sentence shall survive the Closing for a period of two (2) years. In the event the Closing does not occur or this Agreement is terminated, Buyer shall promptly return to Seller or destroy all copies of documents containing any of such information without retaining any copy thereof or extract therefrom. Seller acknowledges that Buyer is a publicly traded entity and, as such, Buyer has obligations to make certain disclosures in order to comply with applicable Laws. Notwithstanding anything to the contrary hereinabove set forth, Buyer may disclose such information (i) on a need-to-know basis to Buyer’s Representatives, its employees, members of professional firms serving it or potential lenders, (ii) as any governmental agency may require in order to comply with applicable Laws or a court order, and (iii) to the extent that such information is a matter of public record. The provisions of this Subsection 11.1.1 shall survive any termination of this Agreement for a period of two (2) years.

Buyer’s Indemnity. Buyer hereby agrees to indemnify, defend, and hold each of the Seller Parties free and harmless from and against any and all Liabilities (including reasonable attorneys’ fees, expenses and disbursements) arising out of or resulting from (a) the breach of the terms of Subsection 11.1.1 or (b) the entry on the Real Property and/or the conduct of any Due Diligence by any Buyer’s Representatives at any time prior to the ▇▇ ▇▇ Closing; provided, however, that Buyer’s obligations under this clause (b) shall not apply to the mere discovery of a pre-existing environmental or physical condition at the Property. The provisions of this section shall survive the Closings (and not be merged therein) or any termination of this Agreement.

Seller’s Covenants. Seller hereby covenants as follows:

Contracts and Leases. Without Buyer’s prior consent, which consent shall not be unreasonably withheld, conditioned or delayed, between the Effective Date hereof and the HC III Closing Date or the ▇▇ ▇▇ Closing Date, as applicable, Seller shall not extend, renew, replace or otherwise modify any Contract or Lease or enter into any new service contract, lease or agreement unless such Contract, service contract, lease or

agreement (as so extended, renewed, replaced or modified) can be terminated by the owner of the Property without penalty on not more than thirty (30) days’ notice. Seller shall furnish Buyer with a written notice of the proposed transaction which shall contain information that Seller believes is reasonably necessary to enable Buyer to make informed decisions with respect to the advisability of the proposed transaction. If Buyer fails to object in writing to the terms set forth in Seller’s notice within five (5) business days after receipt thereof, Buyer shall be deemed to have approved the proposed transaction. Buyer’s consent shall not be unreasonably withheld, conditioned or delayed with respect to any such transaction that is proposed prior to the expiration of the Due Diligence Period. Buyer, in its sole and absolute discretion, shall be entitled to grant or withhold its consent with respect to any such transaction that is proposed between the expiration of the Due Diligence Period and the HC III Closing or the ▇▇ ▇▇ Closing, as applicable.

Maintenance of Property. Except to the extent Seller is relieved of such obligations by Article 13, between the Effective Date hereof and the HC III Closing Date or the ▇▇ ▇▇ Closing Date, as applicable, Seller shall maintain and keep the Property in a manner consistent with Seller’s past practices with respect to the Property; provided, however, that, subject to Buyer’s right to terminate this Agreement prior to the expiration of the Due Diligence Period in accordance with the terms of Article 5, Buyer hereby agrees that, except for breaches of this Section 11.2.2, Buyer, shall accept the Property subject to, and Seller shall have no obligation to cure, (a) any violations of Laws, or (b) any physical conditions which would give rise to violations of Laws, whether the same now exist or arise prior to the HC III Closing or the ▇▇ ▇▇ Closing, as applicable. Between the Effective Date hereof and the HC III Closing Date or the ▇▇ ▇▇ Closing Date, as applicable, Seller will advise Buyer of any written notice Seller receives after the Effective Date hereof from any governmental authority of the violation of any Laws regulating the condition or use of the HC III Property or the ▇▇ ▇▇ Property, as applicable.

Mutual Covenants.

Publicity. Seller and Buyer each hereby covenant and agree that (a) prior to the ▇▇ ▇▇ Closing neither Seller nor Buyer shall issue any Release (as hereinafter defined) with respect to the Transactions without the prior consent of the other, except to the extent required by applicable Law, and (b) after the ▇▇ ▇▇ Closing, any Release issued by either Seller or Buyer shall be subject to the review and approval of both parties (which approval shall not be unreasonably withheld, conditioned or delayed), except to the extent required by applicable Law. Seller acknowledges that Buyer is a publicly traded entity and, as such, Buyer has obligations to make certain public statements in order to comply with applicable Laws. If either Seller or Buyer is required by applicable Law to issue a Release, such party shall, at

least two (2) business days prior to the issuance of the same, deliver a copy of the proposed Release to the other party for its review. Seller and Buyer acknowledge and agree that the delivery of the Release to the other party as required pursuant to the foregoing sentence shall not imply that the approval of the Release by the receiving party is a condition precedent to the issuance thereof. As used herein, the term “Release” shall mean any press release or public statement with respect to the Transactions or this Agreement.

Brokers. Seller and Buyer expressly acknowledge that Seller’s Broker has acted as the exclusive broker with respect to the Transactions and with respect to this Agreement. Seller shall pay any brokerage commission due to Seller’s Broker in accordance with the separate agreement between Seller and Seller’s Broker. Seller agrees to hold Buyer harmless and indemnify Buyer from and against any and all Liabilities (including reasonable attorneys’ fees, expenses and disbursements) suffered or incurred by Buyer as a result of any claims by Seller’s Broker or any other party claiming to have represented Seller as broker in connection with the Transactions. Buyer agrees to hold Seller harmless and indemnify Seller from and against any and all Liabilities (including reasonable attorneys’ fees, expenses and disbursements) suffered or incurred by Seller as a result of any claims by any party claiming to have represented Buyer as broker in connection with the Transactions.

Tax Protests; Tax Refunds and Credits. Seller shall have the right to continue and to control the progress of and to make all decisions with respect to any contest of the real estate taxes and personal property taxes for the Property due and payable during the Closing Year and all prior years. Buyer shall have the right to control the progress of and to make all decisions with respect to any tax contest of the real estate taxes and personal property taxes for the Property due and payable during all years subsequent to the Closing Year. All real estate and personal property tax refunds and credits received after Closing with respect to the Property shall be applied in the following order of priority: first, to pay the costs and expenses (including reasonable attorneys’ fees, expenses and disbursements) incurred in connection with obtaining such tax refund or credit; and second, apportioned between Buyer and Seller as follows:

with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during the Closing Year (regardless of the year for which such taxes are assessed), such refunds and credits shall be apportioned between Buyer and Seller in the manner provided in Section 6.3;

with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during any period prior to the

Closing Year (regardless of the year for which such taxes are assessed), Seller shall be entitled to the entire refunds and credits; and

with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during any period after the Closing Year (regardless of the year for which such taxes are assessed), Buyer shall be entitled to the entire refunds and credits.

Survival. The provisions of this Section 11.3 shall survive the Closings (and not be merged therein) or earlier termination of this Agreement.

Buyer Defaults and Seller Remedies.

If, on or before the HC III Closing Date, (i) Buyer is in default of any of its obligations hereunder, or (ii) any of Buyer’s representations or warranties are, in the aggregate, untrue, inaccurate or incorrect in any material respect, or (iii) the HC III Closing otherwise fails to occur by reason of Buyer’s failure or refusal to perform its obligations hereunder in a prompt and timely manner, and any such circumstance described in any of clauses (i), (ii) or (iii) continues for ten (10) days after written notice from Seller to Buyer, which written notice shall detail such default, untruth or failure, as applicable, then Seller may elect to (a) terminate this Agreement by written notice to Buyer, promptly after which the Deposit shall be paid to Seller as liquidated damages and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (b) waive the condition and proceed to close the HC III portion of the Transactions.

If, after the HC III Closing Date, but on or before the ▇▇ ▇▇ Closing Date, (i) Buyer is in default of any of its obligations hereunder, or (ii) any of Buyer’s representations or warranties are, in the aggregate, untrue, inaccurate or incorrect in any material respect, or (iii) the ▇▇ ▇▇ Closing otherwise fails to occur by reason of Buyer’s failure or refusal to perform its obligations hereunder in a prompt and timely manner, and any such circumstance described in any of clauses (i), (ii) or (iii) continues for ten (10) days after written notice from Seller to Buyer, which written notice shall detail such default, untruth or failure, as applicable, then Seller may elect to (a) terminate this Agreement by written notice to Buyer, promptly after which the Deposit shall be paid to Seller as liquidated damages and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement or which expressly survived the HC III Closing, or (b) waive the condition and proceed to close the ▇▇ ▇▇ portion of the Transactions.

Seller Defaults and Buyer Remedies.

If, on or before the HC III Closing Date, (i) Seller is in default of any of its obligations hereunder, or (ii) any of Seller’s Warranties are, in the aggregate, untrue, inaccurate or incorrect in any material respect, or (iii) the HC III Closing otherwise fails to occur by reason of Seller’s failure or refusal to perform its obligations hereunder in a prompt and timely manner, and any such circumstance described in any of clauses (i), (ii) or (iii) continues for ten (10) days after written notice from Buyer to Seller, which written notice shall detail such default, untruth or failure, as applicable, then Buyer shall have the right, to elect, as its sole and exclusive remedy, to (a) terminate this Agreement by written notice to Seller, promptly after which the Deposit shall be returned to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (b) waive the condition and proceed to close the HC III portion of the Transactions, or (c) seek specific performance of this Agreement by Seller. As a condition precedent to Buyer exercising any right it may have to bring an action for specific performance hereunder, Buyer must commence such an action within ninety (90) days after the occurrence of Seller’s default. Buyer agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall be deemed a waiver by it of its right to commence an action for specific performance as well as a waiver by it of any right it may have to file or record a notice of lis pendens or notice of pendency of action or similar notice against any portion of the Property.

If, after the HC III Closing, but at or before the ▇▇ ▇▇ Closing, (i) Seller is in default of any of its obligations hereunder, or (ii) any of Seller’s Warranties are, in the aggregate, untrue, inaccurate or incorrect in any material respect, or (iii) the ▇▇ ▇▇ Closing otherwise fails to occur by reason of Seller’s failure or refusal to perform its obligations hereunder in a prompt and timely manner, and any such circumstance described in any of clauses (i), (ii) or (iii) continues for ten (10) days after written notice from Buyer to Seller, which written notice shall detail such default, untruth or failure, as applicable, then Buyer shall have the right, to elect, as its sole and exclusive remedy, to (a) terminate this Agreement by written notice to Seller, promptly after which the Deposit shall be returned to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement or which expressly survived the HC III Closing, or (b) waive the condition and proceed to close the ▇▇ ▇▇ portion of the Transactions, or (c) seek specific performance of this Agreement by Seller. As a condition precedent to Buyer exercising any right it may have to bring an action for specific performance hereunder, Buyer must commence such an action within ninety (90) days after the occurrence of Seller’s default. Buyer agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall be deemed a waiver by it of its right to commence an action for specific performance as well as a waiver by it of any right it may have to file or record a notice of lis pendens or notice of pendency of action or similar notice against any portion of the Property.

Right to Terminate. If, after the Effective Date hereof, (a) any portion of the Property is taken by condemnation or eminent domain (or is the subject of a pending taking which has not yet been consummated), or (b) any portion of the Property is damaged or destroyed (excluding routine wear and tear), Seller shall notify Buyer in writing of such fact promptly after obtaining knowledge thereof. If the Property is the subject of a Major Casualty/Condemnation that occurs after the Effective Date hereof, Buyer shall have the right to terminate this Agreement by giving written notice to Seller no later than ten (10) business days after the giving of Seller’s notice, and the applicable Closing Date shall be extended, if necessary, to provide sufficient time for Buyer to make such election. The failure by Buyer to so elect in writing to terminate this Agreement within such ten (10) business day period shall be deemed an election not to terminate this Agreement. If this Agreement is terminated pursuant to this Section 13.1, the Deposit shall be returned to Buyer and, thereafter, this Agreement shall terminate and neither party to this Agreement shall have any further rights or obligations hereunder other than any arising under any section herein which expressly provides that it shall survive the termination of this Agreement.

Allocation of Proceeds and Awards. If a condemnation or casualty occurs after the Effective Date hereof and this Agreement is not terminated as permitted pursuant to the terms of Section 13.1, then this Agreement shall remain in full force and effect, Buyer shall acquire the remainder of the Property upon the terms and conditions set forth herein and at the applicable Closing:

if the awards or proceeds, as the case may be, have been paid to Seller prior to the applicable Closing, Buyer shall receive a credit at the applicable Closing equal to (i) the amount of any such award or proceeds on account of such condemnation or casualty, plus (ii) if a casualty has occurred and such casualty is an insured casualty, an amount equal to Seller’s deductible with respect to such casualty, less (iii) an amount equal to the Seller-Allocated Amounts; and

to the extent that such award or proceeds have not been paid to Seller prior to the applicable Closing, (i) if a casualty has occurred and such casualty is an insured casualty, Buyer shall receive a credit at the applicable Closing equal to Seller’s deductible with respect to such casualty, less an amount equal to the Seller-Allocated Amounts, and (ii) Seller shall assign to Buyer at the applicable Closing (without recourse to Seller) the rights of Seller to, and Buyer shall be entitled to receive and retain, such awards or proceeds; provided, however, that within five (5) business days after receipt of such awards or proceeds, Buyer shall pay to Seller an amount equal to the Seller-Allocated Amounts not previously paid to Seller.

Insurance. Seller shall maintain the property insurance coverage currently in effect for the Property, or comparable coverage, through the earlier of any termination of this Agreement or the applicable Closing Date.

Waiver. The provisions of this Article 13 supersede the provisions of any applicable Laws with respect to the subject matter of this Article 13.

The Escrow Agent shall invest the Escrow Deposits in government insured non-interest bearing instruments reasonably satisfactory to both Buyer and Seller, shall not commingle the Escrow Deposits with any funds of the Escrow Agent or others, and shall promptly provide Buyer and Seller with confirmation of the investments made.

If the ▇▇ ▇▇ Closing occurs, the Escrow Agent shall deliver the Escrow Deposits to, or upon the instructions of, Seller on the ▇▇ ▇▇ Closing Date.

If for any reason the ▇▇ ▇▇ Closing does not occur, the Escrow Agent shall deliver the Escrow Deposits to Seller or Buyer only upon receipt of a written demand therefor from such party, subject to the following provisions of this Subsection (c). If for any reason the ▇▇ ▇▇ Closing does not occur and either party makes a written demand upon the Escrow Agent for payment of the Escrow Deposits, the Escrow Agent shall give written notice to the other party of such demand. If the Escrow Agent does not receive a written objection from the other party to the proposed payment within ten (10) days after the giving of such notice, the Escrow Agent is hereby authorized to make such payment. If the Escrow Agent does receive such written objection within such period, the Escrow Agent shall continue to hold such amount until otherwise directed by written instructions signed by Seller and Buyer or a final judgment of a court.

The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the Escrow Agent shall not be deemed to be the agent of either of the parties, and that the Escrow Agent shall not be liable to either of the parties for any action or omission on its part taken or made in good faith, and not in disregard of this Agreement, but shall be liable for its negligent acts and for any Liabilities (including reasonable attorneys’ fees, expenses and disbursements) incurred by Seller or Buyer resulting from the Escrow Agent’s mistake of law respecting the Escrow Agent’s scope or nature of

its duties. Seller and Buyer shall jointly and severally indemnify and hold the Escrow Agent harmless from and against all Liabilities (including reasonable attorneys’ fees, expenses and disbursements) incurred in connection with the performance of the Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or made by the Escrow Agent in bad faith, in disregard of this Agreement or involving negligence on the part of the Escrow Agent.

The Escrow Agent has executed this Agreement in the place indicated on the signature page hereof in order to confirm that the Escrow Agent has received and shall hold the Escrow Deposits in escrow, and shall disburse the Escrow Deposits pursuant to the provisions of this Article 14.

Buyer’s Assignment. Buyer may assign its rights and obligations under this Agreement in whole or in part to one or more Affiliates of Buyer without the written consent of Seller. Except as otherwise provided, Buyer shall not assign this Agreement or its rights hereunder to any individual or entity without the prior written consent of Seller, which consent Seller may grant or withhold in its sole and absolute discretion, and any such assignment shall be null and void ab initio. In the event of any permitted assignment by Buyer, any assignee shall assume any and all obligations and liabilities of Buyer under this Agreement but, notwithstanding such assumption, Buyer shall continue to be liable hereunder.

Designation Agreement. Section 6045(e) of the United States Internal Revenue Code and the regulations promulgated thereunder (herein collectively called the “Reporting Requirements”) require an information return to be made to the United States Internal Revenue Service, and a statement to be furnished to Seller, in connection with the Transactions. Escrow Agent is either (x) the person responsible for closing the Transactions (as described in the Reporting Requirements) or (y) the disbursing title or escrow company that is most significant in terms of gross proceeds disbursed in connection with the Transactions (as described in the Reporting Requirements). Accordingly:

Escrow Agent is hereby designated as the “Reporting Person” (as defined in the Reporting Requirements) for the Transactions. Escrow Agent shall perform all duties that are required by the Reporting Requirements to be performed by the Reporting Person for the Transactions.

Seller and Buyer shall furnish to Escrow Agent, in a timely manner, any information requested by Escrow Agent and necessary for Escrow Agent to perform its duties as Reporting Person for the Transactions.

Each of the parties hereto shall retain this Agreement for a period of four (4) years following the calendar year during which Closing occurs.

Survival/Merger. Except for the provisions of this Agreement which are explicitly stated to survive the ▇▇ ▇▇ Closing, (a) none of the terms of this Agreement shall survive the Closing, and (b) the delivery of the ▇▇ ▇▇ Purchase Price, the ▇▇ ▇▇ Deed and the other ▇▇ ▇▇ Closing Documents and the acceptance thereof shall effect a merger, and be deemed the full performance and discharge of every obligation on the part of Buyer and Seller to be performed hereunder.

Integration; Waiver. This Agreement, together with the Exhibits hereto, embodies and constitutes the entire understanding between the parties with respect to the Transactions and all prior agreements, understandings, representations and statements, oral or written, are merged into this Agreement. Neither this Agreement nor any provision hereof may be waived, modified, amended, discharged or terminated except by an instrument signed by the party against whom the enforcement of such waiver, modification, amendment, discharge or termination is sought, and then only to the extent set forth in such instrument. No waiver by either party hereto of any failure or refusal by the other party to comply with its obligations hereunder shall be deemed a waiver of any other or subsequent failure or refusal to so comply.

Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State in which the Property is located.

Captions Not Binding; Exhibits. The captions in this Agreement are inserted for reference only and in no way define, describe or limit the scope or intent of this Agreement or of any of the provisions hereof. All Exhibits attached hereto shall be incorporated by reference as if set out herein in full.

Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

Severability. If any term or provision of this Agreement or the application thereof to any persons or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby,

and each term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.

Notices. Any notice, demand or other communication required to be given or to be served upon any party hereunder shall be void and of no effect unless given in accordance with the provisions of this section. All notices, demands or other communications must be in writing and delivered to the person to whom it is directed, either (i) via hand-delivery to the recipient at the address specified below, or (ii) via United States Postal Service certified mail, return receipt requested, postage prepaid and addressed to the recipient as specified below, or (iii) via reputable overnight delivery service, postage prepaid and addressed to the recipient as specified below, or (iv) via facsimile transmission to the party at the telecopy number set forth below, provided that such transmission is followed with a copy sent by overnight delivery. Any notice, demand or other communication shall be deemed to have been given and received (a) three (3) days following deposit with the United States Postal Service as certified mail, return receipt requested, postage prepaid and addressed to the recipient as specified below, (b) one (1) day following deposit with a reputable overnight delivery service, postage prepaid and addressed to the recipient as specified below, or (c) if delivered by any other method, upon receipt.

Seller:

Heritage Commons III, Ltd.

Heritage Commons IV, Ltd.

c/o Hillwood Development Company, LLC

▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇

Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

Email: ▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇

Hillwood Development Company, LLC

▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

Attn: ▇▇▇ ▇▇▇▇

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇

Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

Email: ▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇

▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP

▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇

▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

Attn: ▇▇▇▇ Key

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇

Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

Email: ▇▇▇▇.▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇

Buyer:

Macquarie CNL Income, LP

CNL Center at City Commons

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇

Attn: ▇▇▇▇ ▇▇▇▇▇

Attn: ▇▇▇▇ ▇▇▇▇▇

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇

Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

Email: ▇▇▇▇.▇▇▇▇▇@▇▇▇.▇▇▇

Email: ▇▇▇▇.▇▇▇▇▇@▇▇▇.▇▇▇

Macquarie CNL Income, LP

CNL Center at City Commons

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇

Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Senior Vice President, Legal

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇

Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

Email: ▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇.▇▇▇

Lowndes, Drosdick, Doster, ▇▇▇▇▇▇ & ▇▇▇▇, P.A.

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇

Phone: (▇▇▇) ▇▇▇-▇▇▇▇

Fax: (▇▇▇) ▇▇▇-▇▇▇▇

Email: ▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇

Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which counterparts taken together shall constitute one and the same agreement.

No Recordation. Seller and Buyer each agrees that neither this Agreement nor any memorandum or notice hereof shall be recorded and Buyer agrees (a) not to file any notice of pendency or other instrument (other than a judgment) against the Property or any portion thereof in connection herewith and (b) to indemnify Seller against all Liabilities (including reasonable attorneys’ fees, expenses and disbursements) incurred by Seller by reason of the filing by Buyer of such notice of pendency or other instrument. Notwithstanding the

foregoing, if the same is permitted pursuant to applicable Laws, Buyer shall be entitled to record a notice of lis pendens if Buyer is entitled to seek (and is actually seeking) specific performance of this Agreement by Seller in accordance with the terms of Section 12.2 hereof or in such other applicable circumstances in which Buyer is seeking to enforce its rights hereunder.

Construction. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement, any amendment or modification hereof or any of the Closing Documents.

Maximum Aggregate Liability. Notwithstanding any provision to the contrary contained in this Agreement or the Closing Documents, the maximum aggregate liability of the Seller Parties, and the maximum aggregate amount which may be awarded to and collected by Buyer, in connection with the Transactions, the Property, under this Agreement and under all Closing Documents (including, without limitation, in connection with the breach of any of Seller’s Warranties for which a claim is timely made by Buyer) shall not exceed One Million and No/100 Dollars ($1,000,000.00). The provisions of this section shall survive the Closings (and not be merged therein) or any earlier termination of this Agreement.

Time of Essence. Time is of the essence with respect to this Agreement.

JURISDICTION. WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDINGS RELATING TO THE TRANSACTIONS, THIS AGREEMENT, THE PROPERTY OR THE RELATIONSHIP OF BUYER AND SELLER HEREUNDER (“PROCEEDINGS”) EACH PARTY IRREVOCABLY (A) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE COUNTY OF TARRANT, STATE OF TEXAS AND THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS, AND (B) WAIVES ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE LAYING OF VENUE OF ANY PROCEEDINGS BROUGHT IN ANY SUCH COURT, WAIVES ANY CLAIM THAT SUCH PROCEEDINGS HAVE BEEN BROUGHT IN AN INCONVENIENT FORUM AND FURTHER WAIVES THE RIGHT TO OBJECT, WITH RESPECT TO SUCH PROCEEDINGS, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH PARTY. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING (AND NOT BE MERGED THEREIN) OR ANY EARLIER TERMINATION OF THIS AGREEMENT.

WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES TRIAL BY JURY IN ANY PROCEEDINGS BROUGHT BY THE OTHER PARTY IN CONNECTION WITH ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE TRANSACTIONS, THIS AGREEMENT, THE PROPERTY OR THE RELATIONSHIP OF BUYER AND SELLER HEREUNDER. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING (AND NOT BE MERGED THEREIN) OR ANY EARLIER TERMINATION OF THIS AGREEMENT.

Facsimile Signatures. Signatures to this Agreement transmitted by telecopy shall be valid and effective to bind the party so signing. Each party agrees to promptly deliver an execution original to this Agreement with its actual signature to the other party, but a failure to do so shall not affect the enforceability of this Agreement, it being expressly agreed that each party to this Agreement shall be bound by its own telecopied signature and shall accept the telecopied signature of the other party to this Agreement.

Flood Plain. Seller makes no representation or warranty, express or implied, regarding the location of any 100 year flood plain or U.S. jurisdictional waters or the impact of a 100 year flood plain or U.S. jurisdictional waters on the Real Property. Any costs or expenses associated with the revision of the 100 year flood plain or revision of the 100 year flood plain map or in connection with U.S. jurisdictional waters, including without limitation (a) administrative and filing expenses for obtaining a conditional letter of map revision or letter of map revision or in dealing with or complying with any directives or requirements of the U.S. Army Corps of Engineers, and (b) costs of construction to revise the 100 year flood plain or in connection with development or construction within or near any U.S. jurisdictional waters, shall be borne solely and exclusively by Buyer, and Seller shall have no liability therefor.

Multiple Sellers. Buyer acknowledges that the Property may be owned by both HC III and ▇▇ ▇▇. Notwithstanding anything to the contrary, HC III and ▇▇ ▇▇ shall each only be liable for those representations, warranties, covenants, costs and other obligations of Seller under this Agreement which relate to the portion of the Property that is owned by such party (and not those representations, warranties, covenants, costs and other obligations of Seller under this Agreement which relate to the portions of the Property which are not owned by such party). Notwithstanding anything to the contrary, (i) the representations, warranties, covenants and other obligations of Buyer under this Agreement are made for the benefit of both HC III and ▇▇ ▇▇, and HC III and ▇▇ ▇▇ shall have the right to enforce Seller’s rights and pursue Seller’s remedies under this Agreement either jointly or severally to the extent of their respective interests hereunder, and (ii) the water and mineral reservations contemplated in this Agreement shall inure only to the benefit of the party who currently owns the applicable portion of the Property. Buyer may rely upon any notice or demand given by or on behalf of either HC III or ▇▇ ▇▇ and may presume any such notice or demand to be binding on both HC III and ▇▇ ▇▇.

Multiple Buyers. Seller acknowledges that the Property may be acquired by multiple Affiliates of Buyer. Notwithstanding anything to the contrary, to the extent this Agreement is assigned to one or more of Buyer’s Affiliates pursuant to Section 15.1 hereof, Buyer’s Affiliates shall only be liable for those representations, warranties, covenants, costs and other obligations of Buyer under this Agreement which relate to the portion of the Property that is to be acquired by such party (and not those representations, warranties, covenants, costs and other obligations of Buyer under this Agreement which relate to the portions of the Property which are not owned by such party). Notwithstanding anything to the contrary, the representations, warranties, covenants and other obligations of Seller under this Agreement are made for the benefit of Buyer and Buyer’s Affiliates (to the extent this Agreement is assigned pursuant to Section 15.1 hereof), and Buyer’s Affiliates shall have the right to enforce Buyer’s rights and pursue Buyer’s remedies under this Agreement either jointly or severally to the extent of their respective interests hereunder. Seller may rely upon any notice or demand given by or on behalf of either Buyer or Buyer’s Affiliates and may presume any such notice or demand to be binding on both Buyer and Buyer’s Affiliates.

Agreement on Development Issues. Seller and Buyer shall attempt to agree, in their respective sole and absolute discretion, upon the following items (collectively, the “Development Issues”) on or before 5:00 p.m Central Time on Wednesday, May 18, 2011 (the “Development Issues Due Date”):

the location and form of the Reserved Easements, as set forth in Section 4.5 above; and

the form of the Property Management Agreement and the Leasing Agreement, as set forth in Section 4.6 above;

Agreement on Development Issues. Seller and Buyer shall attempt to agree, in their respective sole and absolute discretion, upon the following items (collectively, the “Development Issues”) on or before 5:00 p.m Central Time on Monday, May 23, 2011 (the “Development Issues Due Date”):

the location and form of the Reserved Easements, as set forth in Section 4.5 above; and

the form of the Property Management Agreement and the Leasing Agreement, as set forth in Section 4.6 above;