PURCHASE AND SALE AGREEMENT BETWEEN FUND II AND FUND II-OW, a Georgia general partnership, AS SELLER AND KMBA, LLC, a North Carolina limited liability company, AS PURCHASER 1000 Louis Rose Place Charlotte, North Carolina March 20, 2009

Exhibit 10(ll)

PURCHASE AND SALE AGREEMENT

BETWEEN

FUND II AND FUND II-OW, a Georgia general partnership,

AS SELLER

AND

KMBA, LLC, a North Carolina limited liability company,

AS PURCHASER

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▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇

March 20, 2009

TABLE OF CONTENTS


		Page
ARTICLE 1. DEFINITIONS		1
ARTICLE 2. PURCHASE AND SALE		6
2.1.	Agreement to Sell and Purchase the Property.	6
2.2.	Permitted Exceptions.	6
2.3.	▇▇▇▇▇▇▇ Money.	6
2.4.	Purchase Price.	6
2.5.	Independent Contract Consideration.	7
2.6.	Closing.	7
ARTICLE 3. PURCHASER’S INSPECTION AND REVIEW RIGHTS		7
3.1.	Due Diligence Inspections.	7
3.2.	Deliveries by Seller to Purchaser; Purchaser’s Access to Property Records of Seller.	8
3.3.	Condition of the Property.	9
3.4.	Title and Survey.	10
3.5.	Service Contracts.	11
3.6.	Reserved.	11
3.7.	Confidentiality.	11
ARTICLE 4. REPRESENTATIONS, WARRANTIES AND OTHER AGREEMENTS		12
4.1.	Representations and Warranties of Seller.	12
4.2.	Knowledge Defined.	14
4.3.	Covenants and Agreements of Seller.	15
4.4.	Representations and Warranties of Purchaser.	15
ARTICLE 5. CLOSING DELIVERIES, CLOSING COSTS AND PRORATIONS		16
5.1.	Seller’s Closing Deliveries.	16
5.2.	Purchaser’s Closing Deliveries.	18
5.3.	Closing Costs.	18
5.4.	Prorations and Credits.	18
ARTICLE 6. CONDITIONS TO CLOSING		19
6.1.	Conditions Precedent to Purchaser’s Obligations.	19
6.2.	Conditions Precedent to Seller’s Obligations.	20
ARTICLE 7. CASUALTY AND CONDEMNATION		20
7.1.	Casualty.	20
7.2.	Condemnation.	21
ARTICLE 8. DEFAULT AND REMEDIES		22
8.1.	Purchaser’s Default.	22
8.2.	Seller’s Default.	22
ARTICLE 9. ASSIGNMENT		23
9.1.	Assignment.	23
ARTICLE 10. BROKERAGE COMMISSIONS		23
10.1.	Broker.	23


ARTICLE 11. INDEMNIFICATION		24
11.1.	Indemnification by Seller.	24
11.2.	Indemnification by Purchaser.	24
11.3.	Limitations on Indemnification.	24
11.4.	Survival.	25
11.5.	Indemnification as Sole Remedy.	25
ARTICLE 12. MISCELLANEOUS		25
12.1.	Notices.	25
12.2.	Possession.	26
12.3.	Time Periods.	26
12.4.	Publicity.	26
12.5.	Discharge of Obligations.	27
12.6.	Severability.	27
12.7.	Construction.	27
12.8.	Sale Notification Letters.	27
12.9.	Access to Records Following Closing.	27
12.10.	Submission to Jurisdiction.	27
12.11.	General Provisions.	28
12.12.	Like-Kind Exchange.	28
12.13.	Attorney’s Fees.	29
12.14.	Counterparts.	29
12.15.	Effective Agreement.	29

SCHEDULE OF EXHIBITS


Exhibit “A”		Description of Land

Exhibit “B”		List of Personal Property

Exhibit “B-1”		List of Property Excluded from Personal Property

Exhibit “C”		Form of Escrow Agreement

Exhibit “D”		Existing Survey

Exhibit “E”		Permitted Exceptions

Exhibit “F”		List of Service Contracts

Exhibit “G”		List of Exceptions (Representations and Warranties)

Schedule of Exhibits

SCHEDULE OF CLOSING DOCUMENTS


Schedule 1		Form of ▇▇▇▇ of Sale to Personal Property

Schedule 2		Form of Assignment and Assumption of Service Contracts

Schedule 3		Form of General Assignment of Seller’s Interest in Intangible Property

Schedule 4		Form of Seller’s Affidavit (for Purchaser’s Title Insurance Purposes)

Schedule 5		Form of Seller’s Certificate (as to Seller’s Representations and Warranties)

Schedule 6		Form of Seller’s FIRPTA Certificate

Schedule 7		Form of Purchaser’s Certificate (as to Purchaser’s Representations and Warranties)

Schedule of Closing Documents

PURCHASE AND SALE AGREEMENT

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THIS PURCHASE AND SALE AGREEMENT (the “Agreement”), made and entered into as of the 20th day of March, 2009 between FUND II AND FUND II-OW, a Georgia general partnership (“Seller”), and KMBA, LLC, a North Carolina limited liability company (together with its permitted successors and assigns, “Purchaser”).

W I T N E S S E T H:

WHEREAS, Seller desires to sell its fee simple estate in certain improved real property commonly known as ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, located in Charlotte, Mecklenburg County, North Carolina, together with certain related personal and intangible property, and Purchaser desires to purchase such real, personal and intangible property; and

WHEREAS, the parties hereto desire to provide for said sale and purchase on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, for and in consideration of the premises, the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby covenant and agree as follows:

ARTICLE 1.

DEFINITIONS

For purposes of this Agreement, each of the following capitalized terms will have the meaning ascribed to such terms as set forth below:

“Assignment and Assumption of Service Contracts” means the form of assignment and assumption of the Service Contracts to be executed and delivered by Purchaser and Seller as to the Service Contracts at the Closing in the form attached hereto as SCHEDULE 2.

“Basket Limitation” means an amount equal to Fifteen Thousand and No/100 Dollars ($15,000.00 U.S.).

“▇▇▇▇ of Sale” means the form of ▇▇▇▇ of Sale to the Personal Property to be executed and delivered to Purchaser by Seller at the Closing in the form attached hereto as SCHEDULE 1.

“Broker” means either Seller’s Broker or Purchaser’s Broker or both, as may be indicated by the context.

“Business Day” means any day other than a Saturday, Sunday or other day on which banking institutions in the States of Georgia or New York are authorized by law or executive action to close.

“Cap Limitation” means an amount equal to one percent (1%) of the Purchase Price.

“Closing” means the consummation of the purchase and sale of the Property pursuant to the terms of this Agreement.

“Closing Date” has the meaning ascribed thereto in Section 2.6 hereof.

“Closing Documents” means any certificate, instrument or other document delivered pursuant to this Agreement.

“Declaration” has the meaning ascribed thereto in EXHIBIT “E” attached hereto and made a part hereof.

“Due Diligence Material” has the meaning ascribed thereto in Section 3.7 hereof.

“▇▇▇▇▇▇▇ Money” means the Initial ▇▇▇▇▇▇▇ Money together with all interest which accrues thereon as provided in Section 2.3(c) hereof and in the Escrow Agreement.

“Effective Date” means the date upon which each of Seller and Purchaser have delivered an executed counterpart of this Agreement to the other, which date will be inserted in the space provided on the cover page and page 1 hereof. For purposes of determining the Effective Date, a facsimile or other electronic signature will be deemed an original signature.

“Environmental Law” means any law, ordinance, rule, regulation, order, judgment, injunction or decree now or hereafter relating to pollution or substances or materials which are considered to be hazardous or toxic, including, without limitation, the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Comprehensive Environmental Response, Compensation and Liability Act (codified in various sections of 26 U.S.C., 33 U.S.C., 42 U.S.C. and 42 U.S.C. § 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. § 1801 et seq.), the Clean Water Act (33 U.S.C. § 1251 et seq.), the Safe Drinking Water Act (21 U.S.C. § 349, 42 U.S.C. § 201 et seq. and § 300 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2061 et seq.), the Emergency Planning and Community Right to Know Act (42 U.S.C. § 1100 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Occupational Safety & Health Act (29 U.S.C. § 655 et seq.), and any state and local environmental laws, all amendments and supplements to any of the foregoing and all regulations and publications promulgated or issued pursuant thereto.

“Escrow Agent” means the Title Company, at its office at 4170 Ashford Dunwoody Road, Suite 460, in ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.

“Escrow Agreement” means that certain Escrow Agreement in the form attached hereto as EXHIBIT “C” entered into in conjunction with the execution and delivery of this Agreement by Seller, Purchaser and Escrow Agent with respect to the ▇▇▇▇▇▇▇ Money.

“Existing Survey” means that certain survey with respect to the Land and the Improvements, more particularly described on EXHIBIT “D” attached hereto and made a part hereof.

“FIRPTA Certificate” means the form of FIRPTA Certificate to be executed and delivered to Purchaser at Closing substantially in the form attached hereto as SCHEDULE 6.

“First Title Notice” has the meaning ascribed thereto in Section 3.4 hereof.

“General Assignment” means an assignment by Seller of its interest in intangible property owned by Seller (being Seller’s interest in the Intangible Property) and being conveyed as a part of the Property, to be executed by Seller at Closing, substantially in the form attached hereto as SCHEDULE 3 and made a part hereto, with such changes thereto as may be agreed upon by Seller and Purchaser to convey the Intangible Property.

“Hazardous Substances” means any and all pollutants, contaminants, toxic or hazardous wastes or any other substances that might pose a hazard to health or safety, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage or filtration of which is now or hereafter restricted, prohibited or penalized under any Environmental Law (including, without limitation, lead paint, asbestos, urea formaldehyde foam insulation, petroleum and polychlorinated biphenyls).

“Improvements” means all buildings, structures and improvements now or on the Closing Date situated on the Land, including without limitation, all parking areas and facilities, improvements and fixtures located on the Land.

“Initial ▇▇▇▇▇▇▇ Money” means the sum of One Hundred Thousand and No/100 Dollars ($100,000.00 U.S.).

“Inspection Period” means the period expiring at 5:00 P.M. local Charlotte, North Carolina time on March 20, 2009.

“Intangible Property” means all intangible property, if any, owned by Seller and related to the Land and Improvements, including, without limitation, the rights and interests, if any, in and to the following (to the extent assignable): (i) all assignable plans and specifications and other architectural and engineering drawings for the Land and Improvements; (ii) all assignable warranties or guaranties given or made in respect of the Improvements or Personal Property; (iii) all transferable consents, authorizations, variances or waivers, licenses, permits and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or Improvements; and (iv) all of the right, title and interest of Seller in and to all assignable Service Contracts that Purchaser agrees to assume (or is deemed to have agreed to assume).

“Kings III Agreement” has the meaning ascribed thereto in EXHIBIT “F” attached hereto and made a part hereof.

“Land” means that certain tract or parcel of real property located in Mecklenburg County, North Carolina, which is more particularly described on EXHIBIT “A” attached hereto, together with all rights, privileges and easements appurtenant to said real property, and all right, title and interest, if any, of Seller in and to any land lying in the bed of any street, road, alley or right-of-way, open or closed, adjacent to or abutting the Land.

“Leasing Agreement” has the meaning ascribed thereto in Section 4.1(g) hereof.

“Losses” has the meaning ascribed thereto in Section 11.1 hereof.

“Monetary Objection” or “Monetary Objections” means (a) any mortgage, deed to secure debt, deed of trust or similar security instrument encumbering all or any part of the Property,

(b) any mechanic’s, materialman’s or similar lien (unless resulting from any act or omission of Purchaser or any of its agents, contractors, representatives or employees or any tenant of the Property), (c) the lien of ad valorem real or personal property taxes, assessments and governmental charges affecting all or any portion of the Property which are delinquent, (d) any judgment of record against the Property in the county or other applicable jurisdiction in which the Property is located, (e) any other lien or other encumbrance affecting title to the Property which can be removed according to its terms by payment of a liquidated sum of money, excluding any such other liens or encumbrances which are identified in clauses (a)-(d) in the definition of “Permitted Exceptions”, and (f) Post Effective Date Encumbrances.

“Other Notices of Sale” has the meaning ascribed thereto in Section 5.1(m) hereof.

“Permitted Exceptions” means (a) liens for taxes, assessments and governmental charges not yet due and payable or due and payable but not yet delinquent with respect to the Land and Improvements, (b) such state of facts as would be disclosed by a current survey of the Land, (c) the matters set forth on EXHIBIT “E” attached hereto and made part hereof or otherwise disclosed in the Title Commitment issued with respect to the Land and Improvements, and (d) such other easements, restrictions and encumbrances with respect to the Land and Improvements that do not constitute Monetary Objections, and that are approved (or are deemed approved) by Purchaser in accordance with the provisions of Section 3.4 hereof.

“Personal Property” means all furniture (including common area furnishings and interior landscaping items), carpeting, draperies, appliances, personal property (excluding any computer software which either is licensed to Seller or which Seller deems proprietary [a listing of such excluded computer software being set forth on EXHIBIT “B-1” attached hereto and made a part hereof]), machinery, apparatus and equipment owned by Seller and currently used exclusively in the operation, repair and maintenance of the Land and Improvements and situated thereon, including, without limitation, those specific items of personal property (if any) more particularly described on EXHIBIT “B” attached hereto and made a part hereof; provided, however, the property described on EXHIBIT “B-1” attached hereto and made a part hereof is expressly excluded from the definition of Personal Property. The Personal Property does not include any property owned by tenants, contractors or licensees, and will be conveyed to Purchaser subject to depletions, replacements and additions in the ordinary course of Seller’s business.

“Post Effective Date Encumbrances” means all encumbrances to title to the Property, other than the matters identified in clauses (a)-(e) of the definition of “Monetary Objections” which first encumber title to the Property by act or omission of Seller or any of Seller-Related Entities, which act or omission was committed or accrued, after the Effective Date and in violation or breach of this Agreement by Seller or any Seller-Related Entity.

“Property” means the Land, the Improvements, the Personal Property and the Intangible Property.

“Property Management Agreement” has the meaning ascribed thereto in Section 4.1(h) hereof.

“Purchase Price” means the amount specified in Section 2.4 hereof.

“Purchaser-Related Entities” has the meaning ascribed thereto in Section 11.1 hereof.

“Purchaser-Waived Breach” has the meaning ascribed thereto in Section 11.3 hereof.

“Purchaser’s Broker” means ▇▇▇▇▇▇ Advisory Group, Inc., a North Carolina corporation, d/b/a ▇▇▇▇▇▇-▇▇▇▇▇▇▇ Advisory Group.

“Purchaser’s Certificate” has the meaning ascribed thereto in Section 5.2(b) hereof.

“Purchaser’s Counsel” means ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.A., ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq.

“Purchaser’s Title Commitment” has the meaning ascribed thereto in Section 3.4 hereof.

“Real Estate Transfer Taxes” means the transfer tax, excise tax, documentary stamp tax or similar tax (however denominated) which may be imposed by the state, county and/or municipality in which the Property is located and be payable in connection with the conveyance of the Property by Seller to Purchaser hereunder.

“Seller-Related Entities” has the meaning ascribed thereto in Section 11.2 hereof.

“Seller’s Affidavit” has the meaning ascribed thereto in Section 5.1(f) hereof.

“Seller’s Broker” means ▇. ▇. ▇▇▇▇▇▇▇ & Co., Inc., a North Carolina corporation, d/b/a Colliers ▇▇▇▇▇▇▇.

“Seller’s Certificate” means the form of certificate to be executed and delivered by Seller to Purchaser at the Closing with respect to the truth and accuracy of Seller’s warranties and representations contained in Section 4.1 hereof (modified and updated as the circumstances require), in the form attached hereto as SCHEDULE 5.

“Seller’s Counsel” means ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, Bank of America Plaza, Suite 5200, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇.

“Seller’s Title Commitment” has the meaning ascribed thereto in Section 3.4 hereof.

“Service Contracts” means all those certain contracts and agreements (including all equipment leases) more particularly described as Service Contracts on EXHIBIT “F” attached hereto and made a part hereof relating to the repair, maintenance or operation of the Land, Improvements or Personal Property which will extend beyond the Closing Date.

“Special Warranty Deed” has the meaning ascribed thereto in Section 5.1(a) hereof.

“Subsequent Title Notice” has the meaning ascribed thereto in Section 3.4 hereof.

“Taxes” has the meaning ascribed thereto in Section 5.4(a) hereof.

“Tenant Inducement Costs” means any out-of-pocket payments required under any 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, but without limitation, tenant improvement costs, lease buyout payments, and moving, design, refurbishment and club membership allowances and costs. The term “Tenant Inducement Costs” does not include loss of income resulting from any free rental period, it being understood and agreed that Seller will bear the loss resulting from any free rental period until the Closing Date and that Purchaser will bear such loss from and after the Closing Date.

“Title Company” means Chicago Title Insurance Company.

“Title Commitment” has the meaning ascribed thereto in Section 3.4 hereof.

ARTICLE 2.

PURCHASE AND SALE

2.1. Agreement to Sell and Purchase the Property. Subject to and in accordance with the terms and provisions of this Agreement, Seller agrees to sell and Purchaser agrees to purchase, the Property.

2.2. Permitted Exceptions. The Property will be conveyed subject to the matters which are, or are deemed to be, Permitted Exceptions.

2.3. ▇▇▇▇▇▇▇ Money.

(a) Concurrently with its execution and delivery of this Agreement to Seller, Purchaser shall deliver the Initial ▇▇▇▇▇▇▇ Money to Escrow Agent by federal wire transfer, payable to Escrow Agent, which Initial ▇▇▇▇▇▇▇ Money will be held and released by Escrow Agent in accordance with the terms of the Escrow Agreement.

(b) The parties hereto mutually acknowledge and agree that time is of the essence in respect of Purchaser’s timely deposit of the Initial ▇▇▇▇▇▇▇ Money with Escrow Agent, and that if Purchaser fails to timely deposit the Initial ▇▇▇▇▇▇▇ Money with Escrow Agent, this Agreement will terminate, and neither party hereto will have any further rights or obligations hereunder, except those provisions of this Agreement which by their express terms survive the termination of this Agreement.

(c) The ▇▇▇▇▇▇▇ Money will be applied to the Purchase Price at the Closing and will otherwise be held, refunded, or disbursed in accordance with the terms of the Escrow Agreement and this Agreement. Interest and other income from time to time earned on the Initial ▇▇▇▇▇▇▇ Money will be earned for the account of Purchaser, and will be a part of the ▇▇▇▇▇▇▇ Money.

2.4. Purchase Price. Subject to adjustment and credits as otherwise specified in this Section 2.4 and elsewhere in this Agreement, the purchase price (the “Purchase Price”) to be paid by Purchaser to Seller for the Property is the sum of TWO MILLION ONE HUNDRED AND TWENTY-TWO THOUSAND AND NO/100 DOLLARS ($2,122,000.00 U.S.). The Purchase Price will be paid by Purchaser to Seller at the Closing as follows:

(a) The ▇▇▇▇▇▇▇ Money will be paid by Escrow Agent to Seller at Closing; and

(b) At Closing, the balance of the Purchase Price, after applying, as partial payment of the Purchase Price the ▇▇▇▇▇▇▇ Money paid by Escrow Agent to Seller, and subject to prorations and other adjustments specified in this Agreement, will be paid by Purchaser in immediately available funds to the Title Company, for further delivery to an account or accounts designated by Seller. If the Closing occurs, but the amount due from Purchaser pursuant to this

Agreement is not received by Seller on or before the later of 3:00 p.m. local Atlanta, Georgia time or in sufficient time for reinvestment by Seller in Atlanta, Georgia, on the Closing Date or in sufficient time for any lenders to receive the amount required for payoff of any loans on the Closing Date, then Purchaser shall reimburse Seller for loss of interest due to the inability to reinvest Seller’s funds on the Closing Date or the inability of Seller to pay off any loan payable to its lender on the Closing Date, calculated at the rate of eight percent (8%) per annum (calculated on a per diem basis, using a 365-day year). The provisions of the preceding sentence of this Section 2.4(b) will survive the Closing.

2.5. Independent Contract Consideration. In addition to, and not in lieu of, the delivery to Escrow Agent of the Initial ▇▇▇▇▇▇▇ Money, concurrently with Purchaser’s execution and delivery of this Agreement to Seller, Purchaser has paid to Seller Purchaser’s check, payable to the order of Seller, in the amount of One Hundred and No/100 Dollars ($100.00). Seller and Purchaser hereby mutually acknowledge and agree that said sum represents adequate bargained for consideration for Seller’s execution and delivery of this Agreement and Purchaser’s right to inspect the Property pursuant to Article 3. Said sum is in addition to and independent of any other consideration or payment provided for in this Agreement and is nonrefundable in all events.

2.6. Closing. The consummation of the sale by Seller and purchase by Purchaser of the Property (the “Closing”) will be held on or before May 19, 2009. The Closing will take place at an office in the metropolitan Atlanta, Georgia, area, and at such specific place, time and Business Day (the “Closing Date”) as may be designated by Purchaser in a written notice to Seller not less than three (3) Business Days prior to Closing. If Purchaser fails to give such notice of the Closing Date, the Closing will be at the offices of the Title Company, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. on May 19, 2009. It is contemplated that the transaction will be closed with the concurrent delivery of the documents of title and the payment of the Purchase Price. Notwithstanding the foregoing, there will be no requirement that Seller and Purchaser physically meet for the Closing, and all documents and funds to be delivered at the Closing will be delivered to the Title Company unless the parties hereto mutually agree otherwise. Seller and Purchaser agree to use reasonable efforts to complete all requirements for the Closing prior to the Closing Date.

ARTICLE 3.

PURCHASER’S INSPECTION AND REVIEW RIGHTS

3.1. Due Diligence Inspections.

(a) From and after the Effective Date until the Closing Date or earlier termination of this Agreement, Seller shall permit Purchaser and its authorized representatives to inspect the Property, to perform due diligence and environmental investigations, to examine the records of Seller with respect to the Property, and make copies thereof, at such times during normal business hours as Purchaser or its representatives may request. All such inspections must be nondestructive in nature, and specifically may not include any physically intrusive testing. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection of the Property will be solely Purchaser’s expense. Seller reserves the right to have a representative present at the time of making any such inspection. Purchaser shall notify Seller not less than two (2) Business Days in advance of making any such inspection.

(b) If the Closing is not consummated hereunder, Purchaser shall promptly deliver to Seller copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections; provided, however, that delivery of such copies and information will be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. This Section 3.1(b) will survive the termination of this Agreement.

(c) To the extent that Purchaser or any of its representatives, agents or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s fees actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage to the extent arising from any act or omission of Seller during any such inspection. Said indemnification will not extend to pre-existing conditions merely discovered by Purchaser. Said indemnification agreement will survive the Closing, or earlier termination of this Agreement, until the expiration of any applicable statute of limitations. Purchaser shall maintain and shall ensure that Purchaser’s consultants and contractors maintain commercial general liability insurance in an amount not less than $1,000,000, combined single limit, and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf. Purchaser agrees to provide to Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or its consultants or contractors, as the case may be, pursuant to this Section 3.1.

3.2. Deliveries by Seller to Purchaser; Purchaser’s Access to Property Records of Seller.

(a) Seller and Purchaser acknowledge that all of the following either have been delivered or made available to Purchaser (and Purchaser further acknowledges that no additional items are required to be delivered by Seller to Purchaser except as may be expressly set forth in other provisions of this Agreement):

(i)

Copies of current property tax bills with respect to the Property.

(ii)

Copies of operating statements for the past twelve (12) months with respect to the Property.

(iii)

Copies of all Service Contracts.

(iv)

A copy of the Existing Survey.

(v)

Copies of certificates of occupancy with respect to the Property which are in Seller’s possession.

(b) From the Effective Date until the Closing Date, or earlier termination of this Agreement, Seller shall allow Purchaser and Purchaser’s representatives, on reasonable

advance notice and during normal business hours, to have access to Seller’s existing non-confidential books, records and files relating to the Property, at the office of Broker, or at the office of Seller at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, for the purpose of inspecting and (at Purchaser’s expense) copying the same, including, without limitation, the materials listed below (to the extent any or all of the same are in the possession of Seller), subject, however, to the limitations of any confidentiality or nondisclosure agreement to which Seller may be bound, and provided that Seller will not be required to deliver or make available to Purchaser any appraisals, property condition reports, environmental reports, strategic plans for the Property, internal analyses, information regarding the marketing for sale of the Property, submissions relating to Seller’s obtaining of corporate or partnership authorization, attorney and accountant work product, attorney-client privileged documents, or other information in the possession or control of Seller which Seller reasonably deems confidential or proprietary. Purchaser acknowledges and agrees, however, that Seller makes no representation or warranty of any nature whatsoever, express or implied, with respect to the ownership, enforceability, accuracy, adequacy or completeness or otherwise of any of such records, evaluations, data, investigations, reports or other materials. If the Closing contemplated hereunder fails to take place for any reason, Purchaser shall promptly return (or certify as having destroyed) all copies of materials copied from the books, records and files of Seller relating to the Property. It is understood and agreed that Seller does not have any obligation to obtain, commission or prepare any such books, records, files, reports or studies not now in the possession or control of Seller. Subject to the foregoing, Seller agrees to make available to Purchaser for inspection and copying, without limitation, the following books, records and files relating to the Property, all to the extent the same are in the possession of Seller:

(i)

Plans. All available construction plans and specifications in the possession of Seller relating to the development, condition, repair and maintenance of the Land, the Improvements and the Personal Property;

(ii)

Permits; Licenses. Copies of any permits, licenses, or other similar documents in the possession of Seller relating to the use, occupancy or operation of the Property; and

(iii)

Operating Costs and Expenses. All available records of any operating costs and expenses for the Property in the possession of Seller.

3.3. Condition of the Property.

(a) Seller recommends that Purchaser employ one or more independent zoning consultants and engineering and/or environmental professionals to review zoning and to perform engineering, environmental and physical assessments on Purchaser’s behalf in respect of the Property and the condition thereof. Purchaser and Seller mutually acknowledge and agree that the Property is being sold in an “AS IS” condition and “WITH ALL FAULTS,” known or unknown, contingent or existing. Purchaser has the sole responsibility to fully inspect the Property, to investigate all matters relevant thereto, including, without limitation, the condition of the Property, and to reach its own, independent evaluation of any risks (environmental or otherwise) or rewards associated with the ownership, leasing, management and operation of the Property. Effective as of the Closing and except as expressly set forth in this Agreement,

Purchaser hereby waives and releases Seller and its officers, directors, shareholders, members, partners, agents, affiliates, employees and successors and assigns from and against any and all claims, obligations and liabilities arising out of or in connection with the Property.

(b) To the fullest extent permitted by law, Purchaser does hereby unconditionally waive and release Seller and its officers, directors, shareholders, members, partners, agents, affiliates and employees from any present or future claims and liabilities of any nature arising from or relating to the presence or alleged presence of Hazardous Substances in, on, at, from, under or about the Property or any adjacent property, including, without limitation, any claims under or on account of any Environmental Law, regardless of whether such Hazardous Substances are located in, on, at, from, under or about the Property or any adjacent property prior to or after the date hereof (collectively, “Environmental Liabilities”); provided, however, that the foregoing release as it applies to Seller, its officers, directors, shareholders, members, partners, agents, affiliates and employees, will not release Seller from any Environmental Liabilities of Seller relating to any Hazardous Substances which may be placed, located or released on the Property by Seller after the date of Closing. In addition, Purchaser does hereby covenant and agree to defend, indemnify, and hold harmless Seller, and Seller’s officers, directors, shareholders, members, partners, agents, affiliates and employees from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature, known or unknown, existing and future, including any action or proceeding brought or threatened, or ordered by governmental authorities, relating to any Hazardous Substances which may be placed, located or released on the Property after the date of Closing. The terms and provisions of this Section 3.3 will survive the Closing hereunder until the expiration of any applicable statute of limitations.

3.4. Title and Survey. Purchaser has the right, but not the obligation, to order at Purchaser’s expense from the Title Company, a title commitment with respect to the Property (“Title Commitment”). Purchaser shall direct the Title Company to send a copy of the Title Commitment to Seller. Purchaser will pay any cost for any update of the Existing Survey or revisions thereto. Purchaser likewise will make a copy of any update of the Existing Survey (or any other survey of the Property obtained by Purchaser) available to Seller prior to Closing. Purchaser will have until 5:00 P.M. local Charlotte, North Carolina time on April 7, 2009 to give written notice (the “First Title Notice”) to Seller of such objections as Purchaser may have to any exceptions to title disclosed in the Title Commitment or in the Existing Survey or otherwise in Purchaser’s examination of title. From time to time at any time after the First Title Notice and prior to the Closing Date, Purchaser may give written notice (a “Subsequent Title Notice”) to Seller of exceptions to title first appearing of record with respect to the Property after the effective date of the most recent previous Title Commitment or title examination or matters of survey which would not have been disclosed by an accurate updated ALTA survey prior to the Effective Date. Seller will have the right, but not the obligation (except as to Monetary Objections), to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects. Within five (5) Business Days after receipt of the First Title Notice, Seller shall give written notice to Purchaser informing the Purchaser of the election of Seller with respect to the objections in the First Title Notice. Within five (5) Business Days after receipt of any Subsequent Title Notice, Seller shall give written notice to Purchaser informing the Purchaser of the election of Seller with respect to the objections in such Subsequent Title Notice. If Seller fails to give written notice of election within such five (5) Business Day period, Seller will be deemed to have elected not to attempt to cure the objections (other than Monetary Objections) set forth in the First Title Notice or such Subsequent Title Notice, whichever is

applicable. If Seller elects to attempt to cure any objections, Seller will be entitled to one or more reasonable adjournments of the Closing of up to but not beyond the thirtieth (30^th) day following the Closing Date to attempt such cure, but, except for Monetary Objections, Seller will not be obligated to expend any sums, commence any suits or take any other action to effect such cure. Except as to Monetary Objections, if Seller elects, or is deemed to have elected, not to cure any exceptions to title to which Purchaser has objected or if, after electing to attempt to cure, Seller determines that it is unwilling or unable to remove, satisfy or otherwise cure any such exceptions, Purchaser’s sole remedy hereunder in such event will be either (i) to accept title to the Property subject to such exceptions as if Purchaser had not objected thereto and without reduction of the Purchase Price, or (ii) to terminate this Agreement within three (3) Business Days after receipt of written notice from Seller either of the election of Seller not to attempt to cure any objection or of the determination of Seller, having previously elected to attempt to cure, that Seller is unable or unwilling to do so (or three (3) Business Days after Seller is deemed hereunder to have elected not to attempt to cure such objections), and upon any such termination under this clause (ii) Escrow Agent shall return the ▇▇▇▇▇▇▇ Money to Purchaser. Notwithstanding anything to the contrary contained elsewhere in this Agreement, Seller is obligated to cure or satisfy all Monetary Objections at or prior to Closing, and Seller may use the proceeds of the Purchase Price at Closing for such purpose.

3.5. Service Contracts. Purchaser does hereby notify Seller that subject to the terms of this Section 3.5, Purchaser desires to assume the Kings III Agreement and that it desires to have the Service Contracts listed in EXHIBIT “F” attached hereto and made a part hereof, specifically excluding the Kings III Agreement, terminated by Seller at Closing. At Closing, Seller shall assign to Purchaser, and Purchaser shall assume, the Kings III Agreement. Prior to Closing, Seller agrees to give written notice to the service providers of termination of the remaining Service Contracts listed on EXHIBIT “F” attached hereto and made a part hereof as of the Closing Date, but such terminations will be effective only in the event of the closing of the purchase and sale of the Property between Seller and Purchaser.

3.6. Reserved.

3.7. Confidentiality. All information acquired by Purchaser or any of its designated representatives (including by way of example, but not in limitation, the officers, directors, shareholders, members and employees of Purchaser, and Purchaser’s engineers, consultants, counsel and potential lenders, and the officers, directors, shareholders, members and employees of each of them) with respect to the Property, whether delivered by Seller or any representatives of Seller or obtained by Purchaser as a result of its inspection and investigation of the Property, examination of the books, records and files of Seller in respect of the Property, or otherwise (collectively, the “Due Diligence Material”) will be used solely for the purpose of determining whether the Property is suitable for Purchaser’s acquisition and ownership thereof and for no other purpose whatsoever. Prior to Closing, the terms and conditions which are contained in this Agreement and all Due Diligence Material which is not published as public knowledge or which is not generally available in the public domain must be kept in strict confidence by Purchaser and may not be disclosed to any individual or entity other than to those authorized representatives of Purchaser and Purchaser’s prospective and actual counsel, accountants, professionals, consultants, attorneys and lenders, who need to know the information for the purpose of assisting Purchaser in evaluating the Property for Purchaser’s potential acquisition thereof; provided, however, that Purchaser will have the right to disclose any such information if required by applicable law or as may be necessary in connection with any court action or proceeding with

respect to this Agreement. Purchaser shall and hereby agrees to indemnify and hold Seller harmless from and against any and all loss, liability, cost, damage or expense that Seller may suffer or incur (including, without limitation, reasonable attorneys’ fees actually incurred) as a result of the unpermitted disclosure of any of the Due Diligence Material to any individual or entity other than an appropriate representative of Purchaser and Purchaser’s prospective and actual counsel, accountants, professionals, consultants, attorneys and lenders, and/or the use of any Due Diligence Material for any purpose other than as herein contemplated and permitted. The foregoing indemnity will not extend to disclosure of any Due Diligence Material (i) as may be required by applicable law to be disclosed, or (ii) that is or becomes public knowledge other than by virtue of a breach of Purchaser’s covenant under this Section 3.7. If Purchaser or Seller elects to terminate this Agreement pursuant to any provision hereof permitting such termination, or if the Closing contemplated hereunder fails to occur for any reason, Purchaser will promptly return to Seller all Due Diligence Material in the possession of Purchaser and any of its representatives, and destroy all copies, notes or abstracts or extracts thereof, as well as all copies of any analyses, compilations, studies or other documents prepared by Purchaser or for its use (whether in written or electronic form) containing or reflecting any Due Diligence Material. In the event of a breach or threatened breach by Purchaser or any of its representatives of this Section 3.7, Seller will be entitled, in addition to other available remedies, to an injunction restraining Purchaser or its representatives from disclosing, in whole or in part, any of the Due Diligence Material and any of the terms and conditions of this Agreement. Nothing contained herein may be construed as prohibiting or limiting Seller from pursuing any other available remedy, in law or in equity, for such breach or threatened breach. The provisions of this Section will survive any termination of this Agreement.

ARTICLE 4.

REPRESENTATIONS, WARRANTIES AND OTHER AGREEMENTS

4.1. Representations and Warranties of Seller. Seller hereby makes the following representations and warranties to Purchaser:

(a) Organization. Seller is a general partnership under the laws of the State of Georgia, whose general partners are ▇▇▇▇▇ Real Estate Fund II, a Georgia limited partnership, and ▇▇▇▇▇ Real Estate Fund II-OW, a Georgia limited partnership.

(b) Action of Seller, Etc. Seller has taken all necessary action to authorize the execution, delivery and performance of this Agreement, upon the execution and delivery of any document to be delivered by Seller on or prior to the Closing, this Agreement and such document will constitute the valid and binding obligation and agreement of Seller, enforceable against Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

(c) No Violations of Agreements. Neither the execution, delivery or performance of this Agreement by Seller, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon the Property or any portion thereof pursuant to the terms of any indenture, deed to secure debt, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which Seller is bound.

(d) Litigation. Except as disclosed on EXHIBIT “G” attached hereto and made a part hereof, Seller has not received written notice and Seller has no knowledge of any pending or threatened suit, action or proceeding, which (i) if determined adversely to Seller, materially and adversely affects the use or value of the Property, (ii) questions the validity of this Agreement or any action taken or to be taken pursuant hereto, (iii) involves condemnation or eminent domain proceedings involving the Property, or any portion thereof, or (iv) relates to the revocation or modification of any license, permit or other approval (including zoning and entitlements approvals) related to the development, ownership, use or operation of the Property for its current use.

(e) Leases. Seller has not entered into any contract or agreement with respect to the occupancy of the Property or any portion or portions thereof which will be binding on Purchaser or the Property after the Closing.

(f) Right of First Offer or Right of First Refusal. No person or entity has any right or option (including any right of first refusal or right of first offer) to purchase all or any part of the Property or any interest therein.

(g) Leasing Commissions. Except for the existing leasing agreement between Seller and ▇.▇. ▇▇▇▇▇▇▇ & Co., Inc., d/b/a Colliers ▇▇▇▇▇▇▇ (the “Leasing Agreement”), which will be cancelled by Seller as of the Closing Date, there are no lease brokerage agreements, leasing commission agreements or other agreements providing for payments of any amounts for leasing activities or procuring tenants with respect to the Property or any portion or portions thereof.

(h) Management Agreement. Except for the existing management agreement between Seller and ▇.▇. ▇▇▇▇▇▇▇ & Co., Inc., d/b/a Colliers ▇▇▇▇▇▇▇ (the “Property Management Agreement”), which will be cancelled by Seller as of the Closing Date, there is no agreement currently in effect relating to the management of the Property by any third-party management company.

(i) Taxes and Assessments. Except as may be set forth on EXHIBIT “G” attached hereto and made a part hereof, Seller has not filed, and has not retained anyone to file, notices of protests against, or to commence action to review, real property tax assessments against the Property.

(j) Compliance with Laws. To Seller’s knowledge, and except as set forth on EXHIBIT “G”, Seller has no knowledge of any violations of law (including any Environmental Law), municipal or county ordinances, or other legal requirements with respect to the Property where such violations remain outstanding.

(k) Other Agreements. Except for the Service Contracts, the Leasing Agreement, the Property Management Agreement, and the Permitted Exceptions with respect to the Property, there are no leases, management agreements, brokerage agreements, leasing agreements or other agreements or instruments in force or effect that grant to any person or any entity (other than Seller) any right, title, interest or benefit in and to all or any part of the Property or any rights relating to the use, operation, management, maintenance or repair of all or any part of the Property which will survive the Closing or be binding upon Purchaser other than those which Purchaser has agreed in writing to assume prior to the expiration of the Inspection Period (or is deemed to have agreed to assume) or which are terminable upon thirty (30) days notice without payment of premium or penalty.

(l) Seller Not a Foreign Person. Seller is not a “foreign person” which would subject Purchaser to the withholding tax provisions of Section 1445 of the Internal Revenue Code of 1986, as amended.

(m) Employees. Seller has no employees to whom by virtue of such employment Purchaser will have any obligation after the Closing.

Except as otherwise expressly provided in this Agreement or in any documents to be executed and delivered by Seller to Purchaser at the Closing, Seller has not made, and Purchaser has not relied on, any information, promise, representation or warranty, express or implied, regarding the Property, whether made by Seller, on behalf of Seller, or otherwise, including, without limitation, the physical condition of the Property, title to or the boundaries of the Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, past or future economic performance of the Property, and any other information pertaining to the Property or the market and physical environments in which the Property is located. Purchaser acknowledges (i) that Purchaser has entered into this Agreement with the intention of making and relying upon its own investigation or that of Purchaser’s own consultants and representatives with respect to the physical, environmental, economic and legal condition of the Property and (ii) that Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be executed and delivered by Seller to Purchaser at the Closing, made (or purported to be made) by Seller or anyone acting or claiming to act on behalf of Seller. Purchaser will inspect the Property and become fully familiar with the physical condition thereof and, subject to the terms and conditions of this Agreement, will purchase the Property in its “as is” condition, “with all faults,” on the Closing Date. The provisions of this paragraph will survive the Closing until the expiration of any applicable statute of limitations.

The representations and warranties made in this Agreement by Seller will be continuing and will be deemed remade by Seller as of the Closing Date, with the same force and effect as if made on, and as of, such date, subject to Seller’s right to update such representations and warranties by written notice to Purchaser and in Seller’s Certificate to be delivered pursuant to Section 5.1(g) hereof.

4.2. Knowledge Defined. All references in this Agreement to the “knowledge of Seller” or “to Seller’s knowledge”, and any and all other similar references to the knowledge of Seller (e.g., “Seller has no knowledge”), will refer only to the actual knowledge of ▇▇▇▇▇▇ ▇▇▇▇▇▇, Managing Director of ▇▇▇▇▇ Real Estate Funds, and ▇▇▇▇▇ ▇▇▇▇▇, Senior Vice President of ▇▇▇▇▇ Real Estate Funds, who has been actively involved in the management of Seller’s business in respect of the Property in the capacity as Asset Manager for Seller. The terms “knowledge of Seller” or “to Seller’s knowledge”, and any and all other similar references to the knowledge of Seller (e.g., “Seller has no knowledge”), may not be construed, by imputation or otherwise, to refer to the knowledge of any affiliate of Seller, or to any other partner, member, beneficial owner, officer, director, agent, manager, representative or employee of Seller, or any

of their respective affiliates, or to impose on ▇▇▇▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇ any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains. There will be no personal liability on the part of ▇▇▇▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇ arising out of any representations or warranties made herein or otherwise.

4.3. Covenants and Agreements of Seller.

(a) Leasing Arrangements. During the pendency of this Agreement, Seller will not enter into any lease affecting the Property without Purchaser’s prior written consent in each instance. At Closing, Purchaser shall reimburse Seller for any Tenant Inducement Costs, leasing commissions or other expenses, including reasonable attorneys’ fees, actually incurred by Seller pursuant to any new lease approved by Purchaser hereunder.

(b) New Contracts. During the pendency of this Agreement, Seller will not enter into any contract, or modify, amend, renew or extend any existing contract, that will be an obligation affecting the Property or any part thereof subsequent to the Closing without Purchaser’s prior written consent in each instance (which Purchaser agrees not to withhold or delay unreasonably), except contracts entered into in the ordinary course of business that are terminable without cause (and without penalty or premium) on thirty (30) days (or less) notice, provided, however, that Purchaser will not be required to incur any cost under any such contracts, and in any event such contracts will be terminated at Closing (and any liens recorded pursuant to such contracts will be removed).

(c) Operation of Property. During the pendency of this Agreement, Seller shall continue to operate the Property in a good and businesslike fashion consistent with Seller’s past practices.

(d) Insurance. During the pendency of this Agreement, Seller shall, at Seller’s expense, continue to maintain, or cause to be maintained, insurance policies covering the full replacement value of the Improvements, such policies being subject to a deductible of not less than One Hundred Thousand and No/100 Dollars ($100,000.00).

(e) Termination of Existing Property Management Agreement and Existing Leasing Agreement. Prior to Closing, Seller agrees to give written notice to the property manager of termination of the Property Management Agreement as of the Closing Date, and Seller agrees to give written notice to the property leasing agent of termination of the Leasing Agreement as of the Closing Date, such terminations to be effective only in the event of the closing of the purchase and sale of the Property between Seller and Purchaser.

4.4. Representations and Warranties of Purchaser.

(a) Action of Purchaser, Etc. This Agreement constitutes, and upon the execution and delivery of any document to be delivered by Purchaser on or prior to the Closing, such document will constitute, the valid and binding obligation and agreement of Purchaser, enforceable against Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

(b) No Violations of Agreements. Neither the execution, delivery or performance of this Agreement by Purchaser, nor compliance with the terms and provisions

hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under the terms of any indenture, deed to secure debt, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which Purchaser is bound.

(c) Litigation. To Purchaser’s knowledge, Purchaser has received no written notice that any action or proceeding is pending or threatened, which questions the validity of this Agreement or any action taken or to be taken pursuant hereto.

The representations and warranties made in this Agreement by Purchaser will be continuing and will be deemed remade by Purchaser as of the Closing Date, with the same force and effect as if made on, and as of, such date, subject to Purchaser’s right to update such representations and warranties by written notice to Seller and in Purchaser’s Certificate to be delivered pursuant to Section 5.2(b) hereof.

ARTICLE 5.

CLOSING DELIVERIES, CLOSING COSTS AND PRORATIONS

5.1. Seller’s Closing Deliveries. For and in consideration of, and as a condition precedent to Purchaser’s delivery to Seller of the Purchase Price, Seller shall obtain or execute and deliver to Purchaser at Closing the following documents, all of which must be duly executed, acknowledged and notarized where required:

(a) Special Warranty Deed. A special warranty deed in the form customarily used in the jurisdiction in which the Property is located pursuant to which a grantor warrants title only as to parties claiming by, through or under the grantor but not otherwise, from Seller with respect to the Land and Improvements owned by Seller (the “Special Warranty Deed”), subject only to the Permitted Exceptions, and executed and acknowledged by Seller. The legal description of the Land set forth in the Special Warranty Deed will be based upon and conform to the applicable legal description attached hereto as EXHIBIT “A”. If and to the extent that any of the Permitted Exceptions requires the recitation or incorporation in any deed of any provisions of such Permitted Exception, the Special Warranty Deed may conform to such requirements;

(b) Quitclaim Deed. Upon request, Seller shall deliver a quitclaim deed in the form customarily used in the jurisdiction in which the Property is located to convey the Property by reference to the metes and bounds legal description of the Property as reflected on the Existing Survey obtained by Seller and provided to Purchaser;

(d) Assignment and Assumption of Service Contracts. Two (2) counterparts of the Assignment and Assumption of Service Contracts with respect to the Property;

(e) General Assignment. The General Assignment with respect to the Intangible Property;

(f) Seller’s Affidavit. An owner’s affidavit from Seller substantially in the form attached hereto as SCHEDULE 4 (“Seller’s Affidavit”), stating that there are no known boundary disputes with respect to the Property, that there are no parties in possession of the Property other than Seller, that any improvements or repairs made by, or for the account of, or at

the instance of Seller to or with respect to the Property within one hundred twenty (120) days (or such longer period as may be required by the Title Company to comply with the lien laws of the applicable jurisdiction in which the Property is situated) prior to the Closing have been paid for in full (or that adequate provision has been made therefor to the reasonable satisfaction of the Title Company), and including such other matters as may be reasonably requested by the Title Company;

(g) Seller’s Certificate. The Seller’s Certificate evidencing the reaffirmation of the truth and accuracy in all material respects of such Seller’s representations and warranties set forth in Section 4.1 hereof, with such modifications thereto as may be appropriate in light of any change in circumstance since the Effective Date;

(h) FIRPTA Certificate. The FIRPTA Certificate;

(i) Evidence of Authority. Such documentation as may reasonably be required by Purchaser’s title insurer to establish that this Agreement, the transactions contemplated herein, and the execution and delivery of the documents required hereunder, are duly authorized, executed and delivered on behalf of Seller;

(j) Settlement Statement. A settlement statement setting forth the amounts paid by or on behalf of and/or credited to each of Purchaser and Seller pursuant to this Agreement;

(k) Surveys and Plans. Such surveys, site plans, plans and specifications, and other matters relating to the Property as are in the possession of Seller to the extent not theretofore delivered to Purchaser;

(l) Certificates of Occupancy. To the extent the same are in the possession of Seller, original or photocopies of certificates of occupancy for all space within the improvements located on the Property;

(m) Notices of Sale to Service Contractors and Declarant or Association. Seller will join with Purchaser in executing notices, in form and content reasonably satisfactory to Seller and Purchaser (the “Other Notices of Sale”), which Purchaser shall send to each service provider under the Service Contracts and to the declarant or the association under the Declaration (as the case may be) informing such service provider or the declarant or the association (as the case may be) of the sale of the Property and of the assignment to and assumption by Purchaser of Seller’s obligations under the Service Contracts arising after the Closing Date and directing that all future statements or invoices for services under such Service Contracts and/or Declaration for periods after the Closing be directed to Purchaser as set forth in said notices;

(n) Keys. All of the keys to any door or lock on the Property in the possession of Seller; and

(o) Other Documents. Such other documents as are reasonably requested by the Title Company or Purchaser’s title insurer to effectuate the purposes and intent of this Agreement.

5.2. Purchaser’s Closing Deliveries. Purchaser shall obtain or execute and deliver to Seller at Closing the following documents, all of which must be duly executed, acknowledged and notarized where required:

(a) Assignment and Assumption of Service Contracts. Two (2) counterparts of the Assignment and Assumption of Service Contracts, executed and acknowledged by Purchaser;

(b) Purchaser’s Certificate. A certificate in the form attached hereto as SCHEDULE 7 (“Purchaser’s Certificate”), evidencing the reaffirmation of the truth and accuracy in all material respects of Purchaser’s representations and warranties contained in Section 4.4 hereof, with such modifications thereto as may be appropriate in light of any change in circumstances since the Effective Date;

(c) Notices of Sale to Service Contractors and Declarant or Association. The Other Notices of Sale to service providers and to the declarant or the association under the Declaration;

(d) Settlement Statement. A settlement statement setting forth the amounts paid by or on behalf of and/or credited to each of Purchaser and Seller pursuant to this Agreement;

(e) Evidence of Authority. Such documentation as Seller may reasonably require to establish that this Agreement, the transaction contemplated herein, and the execution and delivery of the documents required hereunder, are duly authorized, executed and delivered; and

(f) Other Documents. Such other documents as are reasonably requested by the Title Company or Seller’s Counsel to effectuate the purposes and intent of this Agreement.

5.3. Closing Costs. Seller shall pay the attorneys’ fees of Seller, one-half of any escrow closing fees charged by the Title Company, and all other costs and expenses incurred by Seller in closing and consummating the purchase and sale of the Property pursuant hereto. Purchaser shall pay the cost of any owner’s title insurance premiums and title examination fees (including but not limited to the costs of issuing the Title Commitment, the costs of any updates to the Title Commitment, the costs of any endorsements to the Title Commitment, and the costs of any title insurance policies issued pursuant to the Title Commitment), any cost for any update of the Existing Survey or revisions thereto, all other recording fees on all instruments to be recorded in connection with this transaction, the attorneys’ fees of Purchaser, one-half of any escrow closing fees charged by the Title Company, and all other costs and expenses incurred by Purchaser in the performance of Purchaser’s due diligence inspection of the Property and in closing and consummating the purchase and sale of the Property pursuant hereto. The Real Estate Transfer Taxes (if any) imposed by the jurisdiction in which the Property is located will be paid by Seller.

5.4. Prorations and Credits. The following items in this Section 5.4 will be adjusted and prorated between Seller and Purchaser as of 11:59 P.M. on the day preceding the Closing, based upon the actual number of days in the applicable month or year:

(a) Taxes. All general real estate taxes imposed by any governmental authority (“Taxes”) for the year in which the Closing occurs will be prorated between Purchaser and Seller with respect to the Property as of the Closing. If the Closing occurs prior to the receipt by Seller of the tax ▇▇▇▇ for the Property for the calendar year or other applicable tax period in which the Closing occurs, Taxes with respect to the Property will be prorated for such calendar year or other applicable tax period based upon the prior year’s tax ▇▇▇▇.

(b) Reproration of Taxes. After receipt of final ▇▇▇▇ for Taxes, Purchaser shall prepare and present to Seller a calculation of the reproration of such Taxes based upon the actual amount of such items charged to or received by the parties for the year or other applicable fiscal period. Purchaser and Seller shall make the appropriate adjusting payment between them within thirty (30) days after presentment to Seller of Purchaser’s calculation and appropriate back-up information. Purchaser shall provide Seller with appropriate backup materials related to the calculation, and Seller may inspect Purchaser’s books and records related to the Property to confirm the calculation. The provisions of this Section 5.4(b) will survive the Closing for a period of one hundred eighty (180) days after the Closing Date.

(c) Operating Expenses. Personal property taxes, installment payments of special assessment liens, vault charges, sewer charges, utility charges, and normally prorated operating expenses actually paid or payable by Seller as of the Closing Date with respect to the Property (including amounts payable under the Service Contracts and the Declaration) will be prorated as of the Closing Date and adjusted against the Purchase Price, provided that within ninety (90) days after the Closing, Purchaser and Seller will make a further adjustment for such taxes, charges and expenses which may have accrued or been incurred prior to the Closing Date, but not collected or paid at that date. The provisions of this Section 5.4(c) will survive the Closing for a period of one hundred eighty (180) days after the Closing Date.

ARTICLE 6.

CONDITIONS TO CLOSING

6.1. Conditions Precedent to Purchaser’s Obligations. Subject to the last paragraph of this Section 6.1, the obligations of Purchaser hereunder to consummate the transaction contemplated hereunder are in all respects conditioned upon the satisfaction of each of the following conditions prior to or simultaneously with the Closing, any of which may be waived by Purchaser in its sole discretion by written notice to Seller at or prior to the Closing Date:

(a) Covenants. Seller has performed, in all material respects, all covenants, agreements and undertakings of Seller contained in this Agreement; and

(b) Representations and Warranties. All representations and warranties of Seller as set forth in this Agreement are true and correct in all material respects as of the date of this Agreement and as of Closing, provided that solely for purposes of this subparagraph such warranties and representations will be deemed to be given without being limited to Seller’s knowledge and without modification (by update or otherwise, as provided in Section 5.1(g) hereof).

In the event any condition in this Section 6.1 has not been satisfied (or otherwise waived in writing by Purchaser) prior to or on the Closing Date (as the same may be extended or postponed as provided in this Agreement), Purchaser will have the right to terminate this Agreement by

written notice to Seller given prior to the Closing, whereupon (i) Escrow Agent shall return the ▇▇▇▇▇▇▇ Money to Purchaser; and (ii) except for those provisions of this Agreement which by their express terms survive the termination of this Agreement, no party hereto will have any other or further rights or obligations under this Agreement.

6.2. Conditions Precedent to Seller’s Obligations. The obligations of Seller hereunder to consummate the transactions contemplated hereunder will in all respects be conditioned upon the satisfaction of each of the following conditions prior to or simultaneously with the Closing (or at such earlier time as may be provided below), any of which may be waived by Seller in Seller’s sole discretion by written notice to Purchaser at or prior to the Closing Date:

(a) Payment of Purchase Price. Purchaser has paid and Seller has received the Purchase Price, as adjusted pursuant to the terms and conditions of this Agreement, which Purchase Price will be payable in the amount and in the manner provided for in this Agreement;

(b) Covenants. Purchaser has performed, in all material respects, all covenants, agreements and undertakings of Purchaser contained in this Agreement; and

(c) Representations and Warranties. All representations and warranties of Purchaser as set forth in this Agreement are true and correct in all material respects as of the date of this Agreement and as of Closing, provided that solely for purposes of this subparagraph such warranties and representations will be deemed to be given without being limited to Purchaser’s knowledge and without modification (by update or otherwise, as provided in Section 5.2(b) hereof).

ARTICLE 7.

CASUALTY AND CONDEMNATION

7.1. Casualty. Risk of loss up to and including the Closing Date will be borne by Seller. In the event of any immaterial damage or destruction to the Property or any portion thereof, Seller and Purchaser shall proceed to close under this Agreement, and Purchaser will receive (and Seller will assign to Purchaser at the Closing Seller’s rights under insurance proceeds to receive) any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts reasonably expended for restoration or collection of proceeds), and assume responsibility for such repair, and Purchaser will receive a credit at Closing against the Purchase Price for any deductible amount under said insurance policies. For purposes of this Agreement, the term “immaterial damage or destruction” means such instances of damage or destruction of the subject Property: (i) which can be repaired or restored at a cost equal to or less than One Hundred Fifty Thousand and No/100 Dollars ($150,000.00); and (ii) which can be restored and repaired within one hundred eighty (180) days from the date of such damage or destruction.

In the event of any material damage or destruction to the Property or any portion thereof, Purchaser may, at its option, by notice to Seller given within the earlier of twenty (20) days after Purchaser is notified by Seller of such damage or destruction, or the Closing Date, but in no event less than ten (10) days after Purchaser is notified by Seller of such damage or destruction (and if necessary the Closing Date will be extended to give Purchaser the full 10-day period to make such election): (i) terminate this Agreement, whereupon Escrow Agent shall immediately

return the ▇▇▇▇▇▇▇ Money to Purchaser, or (ii) proceed to close under this Agreement, receive (and Seller will assign to Purchaser at the Closing the rights of Seller under insurance policies to receive) any insurance proceeds (including any rent loss insurance applicable to the period on or after the Closing Date) due Seller as a result of such damage or destruction (less any amounts reasonably expended for restoration or collection of proceeds) and assume responsibility for such repair, and Purchaser will receive a credit at Closing for any deductible amount under said insurance policies. If Purchaser fails to deliver to Seller notice of its election within the period set forth above, Purchaser will conclusively be deemed to have elected to proceed with the Closing as provided in clause (ii) of the preceding sentence. If Purchaser elects clause (ii) above, Seller will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. For purposes of this Agreement “material damage or destruction” means all instances of damage or destruction that are not immaterial, as defined herein.

7.2. Condemnation. If, prior to the Closing, all or any part of the Property is subjected to a bona fide threat of condemnation by a body having the power of eminent domain or is taken by eminent domain or condemnation (or sale in lieu thereof), or if Seller has received written notice that any condemnation action or proceeding with respect to the Property is contemplated by a body having the power of eminent domain (collectively, a “Taking”), Seller shall give Purchaser immediate written notice of such Taking. In the event of any immaterial Taking with respect to the Property or any portion thereof, Seller and Purchaser shall proceed to close under this Agreement. For purposes of this Agreement, the term “immaterial Taking” means such instances of Taking of the Property: (i) which do not result in a taking of any portion of the building structure of the building occupied by tenants on the Property; and (ii) which do not result in a decrease in the number of parking spaces at the Property (taking into account the number of additional parking spaces that can be provided within one hundred eighty (180) days of such Taking).

In the event of any material Taking of the Property or any portion thereof, Purchaser may, at its option, by written notice to Seller given within thirty (30) days after receipt of such notice from Seller, elect to terminate this Agreement, or Purchaser may choose to proceed to close. If Purchaser chooses to terminate this Agreement in accordance with this Section 7.2, then the ▇▇▇▇▇▇▇ Money will be returned immediately to Purchaser by Escrow Agent and the rights, duties, obligations, and liabilities of the parties hereunder will immediately terminate and be of no further force and effect, except for those provisions of this Agreement which by their express terms survive the termination of this Agreement. For purposes of this Agreement “material Taking “ means all instances of a Taking that are not immaterial, as defined herein.

If Purchaser does not elect to, or has no right to, terminate this Agreement in accordance herewith on account of a Taking, this Agreement will remain in full force and effect and the sale of the Property contemplated by this Agreement, less any interest taken by eminent domain or condemnation, or sale in lieu thereof, will be effected with no further adjustment and without reduction of the Purchase Price, and at the Closing, Seller shall assign, transfer, and set over to Purchaser all of the right, title, and interest of Seller in and to any awards applicable to the Property that have been or that may thereafter be made for such Taking. At such time as all or a part of the Property is subjected to a bona fide threat of condemnation and Purchaser has not elected to terminate this Agreement as provided in this Section 7.2, and provided that the Inspection Period has expired, (i) Purchaser will thereafter be permitted to participate in the proceedings as if Purchaser were a party to the action, and (ii) Seller may not settle or agree to any award or payment pursuant to condemnation, eminent domain, or sale in lieu thereof without obtaining Purchaser’s prior written consent thereto in each case.

ARTICLE 8.

DEFAULT AND REMEDIES

8.1. Purchaser’s Default. If Purchaser fails to consummate this transaction for any reason other than the default of Seller, failure of a condition to Purchaser’s obligation to close, or the exercise by Purchaser of an express right of termination granted herein, Seller will be entitled, as its sole remedy hereunder, to terminate this Agreement and to receive and retain the ▇▇▇▇▇▇▇ Money as full liquidated damages for such default of Purchaser, the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchaser’s default, and that said ▇▇▇▇▇▇▇ Money is a reasonable estimate of the probable loss of Seller in the event of default by Purchaser. The retention by Seller of said ▇▇▇▇▇▇▇ Money is intended not as a penalty, but as full liquidated damages. The right to retain the ▇▇▇▇▇▇▇ Money as full liquidated damages is the sole and exclusive remedy of Seller in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that Seller will not) ▇▇▇ the Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the ▇▇▇▇▇▇▇ Money. The foregoing liquidated damages provision will not apply to or limit Purchaser’s liability for Purchaser’s obligations under Sections 3.1(b), 3.1(c), 3.7 and 10.1 of this Agreement or for Purchaser’s obligation to pay to Seller all attorneys’ fees and costs of Seller to enforce the provisions of this Section 8.1. Purchaser hereby waives and releases any right to (and hereby covenants that it will not) ▇▇▇ Seller or seek or claim a refund of said ▇▇▇▇▇▇▇ Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds the actual damages of Seller or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages.

8.2. Seller’s Default. If Seller fails to perform any of its obligations under this Agreement for any reason other than Purchaser’s default or the permitted termination of this Agreement by Seller or Purchaser as expressly provided herein, Purchaser will be entitled, as its sole remedy, either (a) to receive the return of the ▇▇▇▇▇▇▇ Money from Escrow Agent, which return will operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) to enforce specific performance of the obligation of Seller to execute and deliver the documents required to convey the Property to Purchaser in accordance with this Agreement; it being specifically understood and agreed that the remedy of specific performance will not be available to enforce any other obligation of Seller hereunder. Notwithstanding the foregoing, if after the Effective Date, Seller has conveyed title to the Property to another party or intentionally and knowingly taken any other action to defeat the remedy of specific performance, Purchaser will be entitled to seek actual damages from Seller not to exceed the Cap Limitation. Except as expressly provided to the contrary in this Section 8.2, Purchaser expressly waives its rights to seek damages in the event of the default of Seller hereunder. Purchaser will be deemed to have elected to terminate this Agreement and to receive a return of the ▇▇▇▇▇▇▇ Money from Escrow Agent if Purchaser fails to file suit for specific performance against Seller in a court having jurisdiction on or before sixty (60) days following the date upon which the Closing was to have occurred.

ARTICLE 9.

ASSIGNMENT

9.1. Assignment. Subject to the next following sentence, this Agreement and all rights and obligations hereunder are not assignable by any party without the written consent of the other. Notwithstanding the foregoing to the contrary, this Agreement and all of Purchaser’s rights hereunder may be transferred and assigned to any entity controlled by Purchaser. Any assignee or transferee under any such assignment or transfer by Purchaser as to which the written consent of Seller has been given or as to which the consent of Seller is not required hereunder must expressly assume all of Purchaser’s duties, liabilities and obligations under this Agreement (whether arising or accruing prior to or after the assignment or transfer) by written instrument delivered to Seller as a condition to the effectiveness of such assignment or transfer. No assignment or transfer will relieve the original Purchaser of any duties or obligations hereunder, and the written assignment and assumption agreement must expressly so provide. For purposes of this Section 9.1, the term “control” means the ownership of at least fifty percent (50%) of the applicable entity. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns. This Agreement is not intended and may not be construed to create any rights in or to be enforceable in any part by any other persons or entities.

ARTICLE 10.

BROKERAGE COMMISSIONS

10.1. Broker. Upon the Closing, and only in the event the Closing occurs, (a) Seller shall pay a brokerage commission to Seller’s Broker, pursuant to and in accordance with Seller’s Exclusive Right to Market Agreement with Seller’s Broker, and (b) Seller shall cause Seller’s Broker to pay from the proceeds of its commission a brokerage commission to Purchaser’s Broker in accordance with Seller’s Exclusive Right to Market Agreement with Seller’s Broker. Seller’s Broker is representing Seller in this transaction; and Purchaser’s Broker is representing Purchaser in this transaction. Each Broker has joined in the execution of this Agreement for the purpose of acknowledging and agreeing that no real estate commission will be earned by it or due it if the transaction contemplated herein does not close for any reason whatsoever. Purchaser’s Broker acknowledges that it has received and reviewed a copy of Seller’s Exclusive Right to Market Agreement with Seller’s Broker, and Purchaser’s Broker acknowledges that upon the payment by Seller to Seller’s Broker of the commission payable under Seller’s Exclusive Right to Market Agreement with Seller’s Broker, Purchaser’s Broker will look solely to Seller’s Broker, and not to Seller or Purchaser, for the payment of a commission. Seller’s Broker and Purchaser’s Broker acknowledge and agree that the commission payable by Seller to Seller’s Broker will be shared as follows: three percent (3%) of the Purchase Price to Seller’s Broker and three percent (3%) of the Purchase Price to Purchaser’s Broker. Seller’s Broker acknowledges and agrees that it will look solely to Seller, and not to Purchaser, for the payment of a commission. In addition, each Broker (upon receipt of its brokerage commission) agrees to execute and deliver to Seller and Purchaser at the Closing a release and waiver of any claim such Broker may have against Seller, Purchaser or the Property. Each Broker shall and does hereby indemnify and hold Purchaser and Seller harmless from and against any and all liability, loss, cost, damage, and expense, including reasonable attorneys’ fees actually incurred and costs of litigation, Purchaser or Seller suffer or incur because of any claim by any agent, salesman, or broker, whether or not meritorious, for any fee, commission or other compensation with regard to this Agreement or the sale and purchase of the Property contemplated hereby, and arising out of any acts or agreements of such Broker. Seller shall and does hereby indemnify and hold Purchaser harmless from and against any and all liability, loss, cost, damage, and expense, including reasonable attorneys’ fees actually incurred and costs of litigation, Purchaser suffers or

incurs because of any claim by any agent, salesman, or broker, whether or not meritorious, for any fee, commission or other compensation with regard to this Agreement or the sale and purchase of the Property contemplated hereby, and arising out of any acts or agreements of Seller, including any claim asserted by Seller’s Broker. Likewise, Purchaser shall and does hereby indemnify and hold Seller free and harmless from and against any and all liability, loss, cost, damage, and expense, including reasonable attorneys’ fees actually incurred and costs of litigation, Seller suffers or incurs because of any claim by any agent, salesman, or broker, whether or not meritorious, for any fee, commission or other compensation with respect to this Agreement or the sale and purchase of the Property contemplated hereby and arising out of the acts or agreements of Purchaser, including any claim asserted by Purchaser’s Broker unless such claim arises out of (i) the failure by Seller to pay the commission payable to Seller’s Broker under Seller’s Exclusive Right to Market Agreement with Seller’s Broker or (ii) the failure by Seller’s Broker to pay to the Purchaser’s Broker its proportionate share of the commission paid by Seller to Seller’s Broker. This Section 10.1 will survive the Closing until the expiration of any applicable statute of limitations and will survive any earlier termination of this Agreement.

ARTICLE 11.

INDEMNIFICATION

11.1. Indemnification by Seller. Following the Closing and subject to Sections 11.3 and 11.4, Seller shall indemnify and hold Purchaser, its affiliates, members and partners, and the partners, shareholders, members, officers, directors, employees, representatives and agents of each of the foregoing (collectively, “Purchaser-Related Entities”) harmless from and against any and all costs, fees, expenses, damages, deficiencies, interest and penalties (including, without limitation, reasonable attorneys’ fees and disbursements) suffered or incurred by any such indemnified party in connection with any and all losses, liabilities, claims, damages and expenses (“Losses”), arising out of, or in any way relating to, (a) any breach of any representation or warranty of Seller contained in this Agreement or in any Closing Document, and (b) any breach of any covenant of Seller contained in this Agreement which survives the Closing or in any Closing Document.

11.2. Indemnification by Purchaser. Following the Closing and subject to Sections 11.3 and 11.4, Purchaser (and Purchaser’s permitted assignees to whom any rights of Purchaser are assigned pursuant to Section 9.1 hereof) shall indemnify and hold Seller, its affiliates, members and partners, and the partners, shareholders, members, officers, directors, employees, representatives and agents of each of the foregoing (collectively, “Seller-Related Entities”) harmless from any and all Losses arising out of, or in any way relating to, (a) any breach of any representation or warranty by Purchaser contained in this Agreement or in any Closing Document, and (b) any breach of any covenant of Purchaser contained in this Agreement which survives the Closing or in any Closing Documents.

11.3. Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 11.1, (a) Seller will not be required to indemnify Purchaser or any Purchaser-Related Entities under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by Seller under Section 11.1 above exceeds the Basket Limitation and, in such event, Seller will be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event will the liability of Seller with respect to the indemnification provided for in Section 11.1 above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge of any inaccuracy or breach of any

representation, warranty or covenant of Seller contained in this Agreement (a “Purchaser-Waived Breach”) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities will be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 11 for, or any other claim or cause of action under this Agreement, at law or in equity on account of any such Purchaser-Waived Breach, and (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation will not apply with respect to Losses suffered or incurred as a result of breaches of any covenant or agreement of Seller set forth in Section 5.3, Section 5.4 or Section 10.1 of this Agreement.

11.4. Survival. The representations, warranties and covenants contained in this Agreement and the Closing Documents will survive until the date which is one hundred eighty (180) days after the Closing, unless a longer or shorter survival period is expressly provided for in this Agreement, or unless prior to the date which is one hundred eighty (180) days after the Closing, Purchaser or Seller, as the case may be, delivers written notice to the other party of such alleged breach specifying with reasonable detail the nature of such alleged breach and files an action with respect thereto within sixty (60) days after the giving of such notice.

11.5. Indemnification as Sole Remedy. If the Closing has occurred, the sole and exclusive remedy available to a party in the event of a breach by the other party to this Agreement of any representation, warranty, or covenant or other provision of this Agreement or any Closing Document which survives the Closing will be the indemnifications provided for under Section 3.1(c), Section 3.3(b), Section 10.1, and this Article 11.

ARTICLE 12.

MISCELLANEOUS

12.1. Notices. Wherever any notice or other communication is required or permitted hereunder, such notice or other communication must be in writing and must be delivered by overnight courier, hand, facsimile or electronic transmission, or sent by U.S. registered or certified mail, return receipt requested, postage prepaid, to the addresses or facsimile numbers set out below or at such other addresses as are specified by written notice delivered in accordance herewith:


PURCHASER:		KMBA, LLC
		▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
		▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
		Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
		Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
		Email: ▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇

with a copy to:		▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, PA
		▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
		▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
		Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq.
		Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
		Email: ▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇


SELLER:		c/▇ ▇▇▇▇▇ Real Estate Funds, Inc.
		▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
		▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Attention: ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
		Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
		Email: ▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇

with a copy to:		▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP
		Suite 5200
		▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
		▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
		Attn: ▇. ▇▇▇▇▇▇▇▇▇ (“▇▇▇▇”) ▇▇▇▇▇▇▇▇, Esq.
		Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
		Email: ▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

Any notice or other communication (i) mailed as hereinabove provided will be deemed effectively given or received on the third (3^rd) Business Day following the postmark date of such notice or other communication, (ii) sent by overnight courier or by hand will be deemed effectively given or received upon receipt, and (iii) sent by facsimile or other electronic transmission will be deemed effectively given or received on the day of such electronic transmission of such notice or other communication and confirmation of such transmission if transmitted and confirmed prior to 5:00 p.m. local Charlotte, North Carolina, time on a Business Day and otherwise will be deemed effectively given or received on the first Business Day after the day of transmission of such notice and confirmation of such transmission. Refusal to accept delivery will be deemed delivered.

12.2. Possession. Full and exclusive possession of the Property, subject to the Permitted Exceptions, will be delivered by Seller to Purchaser on the Closing Date.

12.3. Time Periods. If the time period by which any right, option, or election provided under this Agreement must be exercised, or by which any act required hereunder must be performed, or by which the Closing must be held, expires on a Saturday, Sunday, or holiday, then such time period will be automatically extended through the close of business on the next regularly scheduled Business Day.

12.4. Publicity. The parties agree that, prior to Closing, and except for disclosures required by law or governmental regulations applicable to such party, no party may, with respect to this Agreement and the transactions contemplated hereby, contact or conduct negotiations with public officials, make any public announcements or issue press releases regarding this Agreement or the transactions contemplated hereby to any third party without the prior written consent of the other party hereto. Seller and Purchaser will each have the right to approve the press release of the other party issued in connection with the Closing, which approval may not be unreasonably withheld or delayed. No party may record this Agreement or any notice hereof; and neither party may file a copy of this Agreement with the Securities and Exchange Commission until the filing of their respective Quarterly Reports on Form 10-Q for the current quarter, except for any recording or filing otherwise required under the United States securities laws or as may be required by the SEC; provided, however, that (i) in the event Purchaser is so required, it must provide Seller reasonable advance notice of any such required filing, and (ii) any such required filing will exclude all schedules and exhibits to this Agreement.

12.5. Discharge of Obligations. The acceptance by Purchaser of the Special Warranty Deed hereunder will be deemed to constitute the full performance and discharge of each and every warranty and representation made by Seller and Purchaser herein and every agreement and obligation on the part of Seller and Purchaser to be performed pursuant to the terms of this Agreement, except those warranties, representations, covenants and agreements which are specifically provided in this Agreement to survive Closing.

12.6. Severability. This Agreement is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations. If any provision of this Agreement, or the application thereof to any person or circumstance, is, for any reason and to any extent invalid or unenforceable, the remainder of this Agreement and the application of such provision to other persons or circumstances will not be affected thereby but rather will be enforced to the greatest extent permitted by law.

12.7. Construction. This Agreement is not to be construed more strictly against one party than against the other merely by virtue of the fact that this Agreement may have been prepared by counsel for one of the parties, it being mutually acknowledged and agreed that Seller and Purchaser and their respective counsel have contributed substantially and materially to the preparation and negotiation of this Agreement. Accordingly, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party may not be employed in the interpretation of this Agreement or any exhibits or amendments hereto.

12.8. Sale Notification Letters. Promptly following the Closing, Purchaser shall deliver the Other Notices of Sale to the declarant or the association under the Declaration and to each service provider, the obligations under whose respective Service Contracts Purchaser has assumed at Closing. The provisions of this Section will survive the Closing.

12.9. Access to Records Following Closing. Purchaser agrees that for a period of eighteen (18) months following the Closing, Seller will have the right during regular business hours, on five (5) days’ written notice to Purchaser, and at Seller’s cost, to examine and review at Purchaser’s office (or, at Purchaser’s election, at the Property), the books and records of Seller relating to the ownership and operation of the Property which were delivered by Seller to Purchaser at the Closing. Likewise, Seller agrees that for a period of eighteen (18) months following the Closing, Purchaser will have the right during regular business hours, on five (5) days’ written notice to Seller, and at Purchaser’s cost, to examine and review at Seller’s office, all books, records and files, if any, retained by Seller relating to the ownership and operation by Seller prior to the Closing of the Property. The provisions of this Section will survive the Closing for a period of eighteen (18) months after the Closing Date.

12.10. Submission to Jurisdiction. Each of Purchaser and Seller irrevocably submits to the exclusive jurisdiction of (a) the Superior Court of Mecklenburg County, North Carolina located in Charlotte, North Carolina, and (b) the United States District Court for the Western District of North Carolina for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of Purchaser and Seller further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth above will be effective service of process for any action, suit or proceeding in Georgia with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence.

12.11. General Provisions. No failure of either party to exercise any power given hereunder or to insist upon strict compliance with any obligation specified herein, and no custom or practice at variance with the terms hereof, will constitute a waiver of either party’s right to demand exact compliance with the terms hereof. This Agreement contains the entire agreement of the parties hereto, and no representations, inducements, promises, or agreements, oral or otherwise, between the parties not embodied herein will be of any force or effect. Any amendment to this Agreement will not be binding upon Seller or Purchaser unless such amendment is in writing and executed by Seller and Purchaser. Subject to the provisions of Section 9.1 hereof, the provisions of this Agreement will inure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors, and permitted assigns. Time is of the essence in this Agreement. The headings inserted at the beginning of each paragraph are for convenience only, and do not add to or subtract from the meaning of the contents of each paragraph. This Agreement is to be construed, interpreted and enforced under the laws of the State of North Carolina. Except as otherwise provided herein, all rights, powers, and privileges conferred hereunder upon the parties will be cumulative but not restrictive to those given by law. All personal pronouns used in this Agreement, whether used in the masculine, feminine, or neuter gender will include all genders, and all references herein to the singular will include the plural and vice versa.

12.12. Like-Kind Exchange. The parties hereto may desire, and each party is willing to cooperate (subject to the limitations set forth below), to effectuate the sale of the Property by means of an exchange of “like-kind” property which will qualify as such under Section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. Each party expressly reserves the right to assign its rights, but not its obligations, hereunder to a qualified intermediary as provided in I.R.C. Reg. 1.1031(k)-1(g)(4) on or before the date of Closing. Upon written notice from either party (a “Requesting Party”) to the other, the party to whom such notice is given (the “Other Party”) agrees to cooperate with the Requesting Party to effect one or more like-kind exchanges with respect to the Property, provided that such cooperation will be subject to the following conditions: (a) such exchange may not delay the Closing and will occur either simultaneously with the Closing or the purchase money proceeds payable to Seller must be paid, upon Seller’s prior written direction to Purchaser, to a third party escrow agent or intermediary such that Purchaser is not required to participate in any subsequent closing, (b) the Other Party will not be obligated to spend any sums or incur any expenses in excess of the sums and expenses which would have been spent or incurred by the Other Party if there had been no exchange, (c) Purchaser will not be obligated to acquire or accept title to any property other than the Property, and (d) Seller will not be obligated to acquire or accept title to any property. The Other Party makes no representation or warranty that the conveyance of the Property or any property made pursuant to this Section 12.12 will qualify for a like-kind exchange. Once Purchaser has paid the purchase money proceeds as directed by Seller, or Seller has conveyed the Property as directed by Purchaser, it will have no further obligation hereunder with respect to such “like-kind” exchange. The Requesting Party hereby indemnifies and holds the Other Party harmless from and against any costs, liabilities and expenses incurred or suffered by the Other Party in connection with the “like-kind” exchange or exchanges described herein with respect to the Property, which indemnity will survive the Closing until the expiration of any applicable statute of limitations.

12.13. Attorney’s Fees. If Purchaser or Seller bring an action at law or equity against the other in order to enforce the provisions of this Agreement or as a result of an alleged default under this Agreement, the prevailing party in such action will be entitled to recover court costs and reasonable attorney’s fees actually incurred from the other.

12.14. Counterparts. This Agreement may be executed in one or more counterparts, each of which when taken together constitutes one and the same original. To facilitate the execution and delivery of this Agreement, the parties may execute and exchange counterparts of the signature pages by facsimile, and the signature page of either party to any counterpart may be appended to any other counterpart.

12.15. Effective Agreement. The submission of this Agreement for examination is not intended to, nor will it, constitute an offer to sell, or a reservation of, or option or proposal of any kind for the purchase of the Property. In no event will any draft of this Agreement create any obligation or liability, it being understood that this Agreement will be effective and binding only when a counterpart of this Agreement has been executed and delivered by each party hereto.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day, month and year first above written.


SELLER:

FUND II AND FUND II-OW, a Georgia general partnership, by its only two general partners

By;	▇▇▇▇▇ Real Estate Fund II,
	a Georgia limited partnership,
	by its only two general partners

	By:	▇▇▇▇▇ Capital, Inc., a Georgia corporation, a general partner

		By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
		Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
		Title: Senior Vice President

	By:	/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
		▇▇▇ ▇. ▇▇▇▇▇, III, a general partner by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as attorney in fact

By;	▇▇▇▇▇ Real Estate Fund II-OW, a Georgia limited partnership, by its only two general partners

	By:	▇▇▇▇▇ Capital, Inc., a Georgia corporation, a general partner

		By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
		Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
		Title: Senior Vice President

	By:	/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
		▇▇▇ ▇. ▇▇▇▇▇, III, a general partner
		by and through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
		as attorney in fact

[Signatures continued on following page]

[Signatures continued from previous page]


				PURCHASER:

				KMBA, LLC, a North Carolina limited liability company

				By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
				Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
				Title: Principal

IN WITNESS WHEREOF, the undersigned Seller’s Broker and Purchaser’s Broker have each joined in the execution and delivery hereof solely for the purpose of evidencing its rights and obligations under the provisions of Section 10.1 hereof.


				SELLER’S BROKER:

				▇.▇. ▇▇▇▇▇▇▇ & CO., INC.,
				a North Carolina corporation, d/b/a Colliers ▇▇▇▇▇▇▇

Date of Execution:
				By: /s/ ▇▇▇▇ Grow
				Name: ▇▇▇▇ Grow
March 20, 2009				Title: VP/Principal

				PURCHASER’S BROKER:

				▇▇▇▇▇▇ ADVISORY GROUP, INC.,
				a North Carolina corporation,
				d/b/a ▇▇▇▇▇▇-▇▇▇▇▇▇▇ Advisory Group

Date of Execution:
				By:/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
				Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
March 20, 2009				Title: President

PURCHASE AND SALE AGREEMENT BETWEEN FUND II AND FUND II-OW, a Georgia general partnership, AS SELLER AND KMBA, LLC, a North Carolina limited liability company, AS PURCHASER 1000 Louis Rose Place Charlotte, North Carolina March 20, 2009

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