THIRD AMENDMENT TO REAL ESTATE CONTRACT
THIRD AMENDMENT TO REAL ESTATE CONTRACT
This Third Amendment to Real Estate Contract (this “Amendment”) entered into as of this 7th day of July, 2025 (the “Amendment Effective Date”), by and between AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP, a Minnesota limited
partnership, as to an undivided sixty-five percent (65%) tenant-in-common interest, and AEI INCOME & GROWTH FUND 25 LLC, a Delaware limited liability company, as to an undivided thirty-five percent (35%) tenant-in-common interest (together, the “Seller”), and GH WILLOWBROOK, LLC, an Illinois limited liability company (“Purchaser”).
WHEREAS, Seller and Purchaser entered into that certain Real Estate Contract dated effective May 12, 2025 (the “Contract”), pursuant to which Seller agreed to sell to Purchaser and Purchaser agreed to purchase from Seller, under the terms and conditions thereof, all of Seller’s right, title and interest in and to that certain property located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, and Sellers’ interest in Lease as described therein (the “Property”); and
WHEREAS, Seller and Purchaser desire to amend the Contract, as more particularly set forth in this Amendment.
NOW, THEREFORE, in consideration of the premises and the agreements set forth in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows:
1.
Recitals; Definitions. The foregoing recitals are hereby incorporated by this reference. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Contract.
2.
Extension of Due Diligence Period; Limited Remaining Diligence; Closing Date Extension. The Contract is hereby amended as follows: (a) to reflect that Seller is hereby granting Purchaser a limited extension of the deadline for Purchaser’s Objection Notice under Section 3.1 of the Contract and the deadline for Purchaser’s Due Diligence Period under Section 1.5 of the Contract, both of which shall now expire at 5:00 p.m. central time on July 15, 2025, and (b) the Closing Date shall be July 22, 2025, unless Purchaser and Seller otherwise agree to an earlier Closing Date in accordance with the Contract. For avoidance of doubt, Purchaser waives all objections to the property condition, lease, and title but reserves objections as to Section 3.1 of the Contract for the limited purpose of objections to the Survey which Purchaser ordered from CBRE and title objections related solely to that updated Survey and/or any property located improvements depicted on Seller’s existing building plans in relation to differences noted on the Survey including encroachments, differing property boundaries, easement locations, and setbacks.
3.
Full Force and Effect. Except as expressly amended by this Amendment, the Contract shall continue in full force and effect.
4.
Counterparts/Electronic Signatures. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument. This Amendment may be delivered
by facsimile or e-mail transmission.
5.
Provisions Binding. All rights and liabilities given to or imposed upon Seller and Purchaser in the Contract, as modified by this Amendment, shall extend to, be binding upon, and inure to the benefit of Seller and Purchaser and their respective successors and assigns.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ have executed this Third Amendment to Real Estate Contract effective as of the date first set forth above.
SELLER:
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
a Minnesota limited partnership
as to an undivided sixty-five percent (65%) tenant-in-common interest
By:
AEI FUND MANAGEMENT XXI, INC.
a Minnesota corporation Its:
General Partner
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title:
President
AEI INCOME & GROWTH FUND 25 LLC
a Delaware limited liability company
as to an undivided thirty-five percent (35%) tenant-in-common interest
By:
AEI FUND MANAGEMENT XXI, INC.
a Minnesota corporation
Its:
Manager
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title:
President
PURCHASER:
GH WILLOWBROOK LLC
an Illinois limited liability company
By:
/s/ R ▇▇▇▇▇ ▇▇▇▇▇▇
Name: R. ▇▇▇▇▇ ▇▇▇▇▇▇
Its:
Manager