exhibit103florissantpsas






                     PURCHASE AND SALE AGREEMENT                        (FLORISSANT MARKETPLACE)        THIS  PURCHASE    AND   SALE  AGREEMENT      (“Agreement”) is dated as of  September 20, 2018 (the “Effective Date”), by and between TNP SRT PORTFOLIO II, LLC, a Delaware limited liability company (“Seller”), and POLIMENI INTERNATIONAL LLC, a  New York limited liability company (“Buyer”).                                       Recitals        A.    Buyer desires to acquire the Property from Seller and Seller desires to sell the  Property to Buyer, upon the terms and subject to the conditions set forth in this Agreement.        NOW,  THEREFORE,    in consideration of the premises, the mutual representations,  warranties, covenants and agreements hereinafter contained, and other good and valuable  consideration the receipt and sufficiency of which are hereby acknowledged and intending to be  legally bound, the Parties hereby agree as follows:  1.    Definitions.  Capitalized terms used in this Agreement shall have the meanings set forth in  Addendum I attached hereto.  2.    Agreement to Purchase and Sell.  Subject to and upon the terms and conditions herein  set forth and the representations and warranties contained herein, Seller agrees to sell the Property  to Buyer, and Buyer agrees to purchase the Property from Seller.    3.    Consideration.  Seller and Buyer agree that the total Consideration for the Property shall  be Sixteen Million Five  Hundred  Seventy-Five Thousand and  No/100ths  Dollars  ($16,575,000.00).        (a)   Deposit; Balance of Consideration.  The Consideration shall comprise the        following components:              (i)   Initial Earnest Money Deposit; Remaining Earnest Money Deposit.               Within two (2) Business Days after the Effective Date, Buyer shall deposit the              Initial Earnest Money Deposit in escrow with the Title Company.  If Buyer notifies              Seller in writing on or before the end of the Due Diligence Period of Buyer’s              election to proceed to close pursuant to the terms hereof, Buyer shall deposit the              Remaining Earnest Money Deposit with the Title Company within two (2) Business              Days after the Approval Date.  At Buyer’s request made to the Title Company the              Earnest Money shall be held in a federally insured interest-bearing account and              interest accruing thereon shall be for the account of Buyer. In the event the              transaction contemplated hereby is consummated, the Earnest Money plus interest              accrued thereon while held by the Title Company shall be credited against Buyer’s              payment obligations under this Agreement.              (ii)  Cash.  Immediately available funds, in an amount equal to the              Consideration, less the Earnest Money and the Non-Refundable Payment.                               Purchase and Sale Agreement                                   Page 1 of 36 963039.6 





 






         (b)   Non-Refundable Payment.  [Intentionally deleted]        (c)   No Financing Contingency.  Buyer acknowledges and agrees that the acquisition       of the Property by Buyer is not conditioned upon Buyer obtaining financing for all or any        portion  of  the  Consideration,  and  Seller  shall  have  no  obligation  to  cooperate  in  or        accommodate  requests  of  Buyer  related  to  Buyer’s  financing.   Notwithstanding  the        foregoing sentence, if and to the extent Seller cooperates with Buyer or accommodates any        request  of  Buyer  related  to  its  financing,  Seller’s  cooperation  in  or  accommodation  of        Buyer’s requests relating to its financing does not create or imply that Buyer’s financing        or any component thereof is a Buyer Closing Condition, and Buyer expressly waives the        right  to  assert  any  such  condition.  In  addition,  and  without  limiting  the  foregoing,  no        cooperation or accommodation on the part of Seller with Buyer’s requests relating to its        financing, or any action taken with respect thereto, shall constitute a waiver by Seller of        the terms of this Agreement or a modification of the terms of this Agreement.     4.    Buyer’s  Due  Diligence.   As  more  fully  provided  below,  Seller  agrees  to  assist  and  cooperate with Buyer in obtaining access to the Property and certain documents relating thereto  for purposes of inspection and due diligence.         (a)   Physical  Inspection  of  the  Property.   At  any  time(s)  reasonably  requested  by        Buyer following the Effective Date and prior to Closing, Seller shall afford Buyer and its        authorized  representatives  reasonable  access  to  the  Property  for  purposes  of  satisfying        Buyer  with  respect  to  the  suitability  of  the  Property  for  Buyer’s  purposes,  the        representations, warranties and covenants of Seller contained herein and the satisfaction of        any conditions precedent to the Closing; provided, however, that Buyer shall not disturb or        interfere with the rights of any Tenant. Buyer shall provide Seller with notice on a Business        Day not less than twenty-four (24) hours prior to any such inspections, and Seller, at its        election,  shall  have  the  right  to have  a  representative  present  during  any  such        investigations.  Seller shall have the right at all times to have a representative of Seller        accompany any of Buyer or Buyer’s Agents while such persons are on the Property.  Buyer        may conduct Tenant interviews, provided Buyer has given Seller notice on a Business Day        not less than twenty-four (24) hours prior to any such interview, and provided further that       Seller shall have the right to be present at all such interviews.  Notices to Seller pursuant       to this Section 4(a) may be delivered orally (if made in person, and not via voicemail, to        Alan  Shapiro  at  650-581-7606),  or  by  email  (if  made  to  Alan  Shapiro  at        alan.shapiro@glenborough.com  and  no  “out  of  office”  response  or other response        indicating delivery failure or Mr. Shapiro’s unavailability is generated).        (b)   Physical Testing.  Buyer shall not conduct or allow any Physical Testing without        Seller’s prior written consent, which consent may be withheld at Seller’s sole and absolute        discretion.  Buyer shall provide Seller with notice not less than five (5) Business Days prior        to the commencement of any Physical Testing, and if approved by Seller, Seller shall have        the right to have its own consultant present for any such work.  Buyer acknowledges and        agrees that Seller’s review of Buyer’s work plan is solely for the purpose of protecting        Seller’s interests, and shall not be deemed to create any liability of any kind on the part of        Seller  in  connection  with  such  review  that,  for  example,  the  work  plan  is  adequate  or                                 Purchase and Sale Agreement                                    Page 2 of 36  963039.6  





 






         appropriate for any purpose or complies with applicable legal requirements.  All Physical        Testing and all other work and investigations shall be performed in compliance with all        local, state and federal laws, rules and regulations, including, without limitation, any and        all permits required thereunder, all of which shall be at the sole cost and expense of Buyer.         (c)   Damage; Indemnity.  Notwithstanding anything in this Agreement to the contrary,        any entry upon, inspection, or investigation of the Property by Buyer or Buyer’s Agents,        whether performed before or after the Effective Date, shall be performed at the sole risk        and expense of Buyer, and Buyer shall be solely and absolutely responsible for the acts or       omissions  of  Buyer  and  any  of  Buyer’s  Agents.   Furthermore,  Buyer shall protect,       indemnify, defend and hold Seller, and its successors, assigns, and affiliates harmless from       and  against  any  and  all  losses,  damages  (whether  general,  consequential,  punitive  or       otherwise), liabilities, claims, causes of action, judgments, costs and legal or other expenses       (including, but not limited to, reasonable attorneys’ fees and costs) (collectively, “Access       Claims”)  suffered  or  incurred  by  any  or  all  of  such  indemnified  Parties  to  the  extent       resulting from (i) any act or omission of Buyer or Buyer’s Agents in connection with entry       upon the Property by Buyer or Buyer’s Agents, or the activities, studies or investigations       conducted at, to or on the Property by Buyer or Buyer’s Agents, or (ii) any breach on the       part of Buyer of its obligations under this Section 4.  If, at any time prior to Closing, Buyer        or  Buyer’s Agents  cause  any  damage  to the  Property,  Buyer  shall,  at  its  sole  expense,        promptly restore the Property to substantially the same condition as existed immediately        prior  to  the  occurrence  of  such  damage,  as  reasonably  determined  by  Seller.   Buyer’s        obligation to indemnify, defend and hold Seller harmless shall not apply to matters to the        extent arising or resulting from (i) the mere discovery by Buyer of any pre-existing defects        in the Property (except to the extent Buyer or Buyer’s Agents exacerbate any such pre-       existing condition or such discovery is made in violation of the terms of this Agreement        pertaining to Physical Testing); or (ii) the discovery by Buyer of any Hazardous Materials        within, on or adjacent to the Property that were not released or deposited by Buyer or any        of Buyer’s Agents (except to the extent that Buyer or Buyer’s Agents exacerbate the scope        or effect of, or cause additional or further release of, any such Hazardous Materials,  or        such discovery is made in violation of the terms of this Agreement pertaining to Physical        Testing).  Buyer’s obligations under this Section 4 shall survive the termination of this        Agreement or the Closing, as the case may be, notwithstanding any other provisions herein        to the contrary, and shall not be limited by the terms of Section 14(c).  Buyer shall, at all        times,  keep   the  Property  free  and  clear  of  any  mechanics’,  materialmen’s  or  design        professional’s  claims  or  liens  arising  out  of  or  relating  to  Buyer’s  or  Buyer’s  Agents’        investigations of the Property, whether occurring before or after the Effective Date.           (d)   Liability Insurance.  Prior to any entry onto the Property by Buyer or Buyer’s        Agents,  Buyer  shall  provide  Seller  written  evidence  that  Buyer has  procured        comprehensive general liability insurance specific to the Property (or with the requisite        limits dedicated to the Property) on an “occurrence” form policy covering (at a minimum)        (i) the activities of Buyer and Buyer’s Agents on the Property during the period from the        Effective Date through the Closing Date; and (ii) Buyer’s indemnity obligation under this        Agreement.  Such policy shall provide for a combined single limit in the minimum amount        of $2,000,000, be issued by a company authorized to do business in the State in which the                                 Purchase and Sale Agreement                                    Page 3 of 36  963039.6  





 






         Property is located and have a deductible not to exceed $10,000.  Seller shall be named as        an additional insured under all such liability insurance and Buyer shall deliver to Seller a        copy of the insurer’s endorsements which name Seller as an additional insured and provide        for contractual liability coverage, prior to any entry onto the Property by Buyer or Buyer’s        Agents.  In addition, and prior to any entry onto the Property by Buyer or Buyer’s Agents,        Buyer shall deliver to Seller ACORD certificates evidencing that the insurance required        under this section is in full force and effect.           (e)   Delivery  of  Documents  and  Records.  To the extent not previously delivered,        Seller shall deliver the Due Diligence Materials to Buyer within two (2) Business Days        after  the  Effective  Date.   Except  as  specifically  set  forth  herein,  Seller  makes  no        representations or warranties as to the truth, accuracy or completeness of any materials,        data or other information supplied to Buyer in connection with Buyer’s inspection of the        Property (e.g., that such materials are complete, accurate, or the final version thereof, or        that  all  such  materials  are  in  the  Seller’s  possession).   It  is  the  Parties’  express        understanding  and  agreement  that  such  materials  are  provided  only  for  Buyer’s        convenience in making its own examination and determination prior to the Approval Date,        as to whether or not it wishes to purchase the Property, and, in doing so, Buyer shall rely        exclusively on its own independent investigation and evaluation of every aspect of the        Property and, except as expressly set forth herein, not on any materials supplied by Seller.         Buyer expressly disclaims any intent to rely on any such materials provided to it by Seller        in  connection  with  its  own  inspections  and  agrees  that  it  shall rely solely on its own        independently  developed  or  verified  information.   Buyer  agrees that  delivery  may  be        accomplished  by  access  to  the  Due  Diligence  Materials  in  an  electronic  data  room        established by Seller or Seller’s Broker.           (f)   Contacts with Property Managers.  At any time reasonably requested by Buyer        following the Effective Date and prior to Closing, Buyer may contact and interview the        property manager/leasing agent(s) for the Property on a Business Day, provided Buyer        shall give Seller written notice on a Business Day not less than forty-eight (48) hours in        advance of the time Buyer desires to conduct such interview, and Seller or its representative        may be present during such interview. Notices to Seller pursuant to this subsection may be        delivered orally (if made in person, and not via voicemail, to Alan Shapiro at 650-581-       7606), or by email (if made to Alan Shapiro at alan.shapiro@glenborough.com and no “out        of  office”  response  or  other  response  indicating  delivery  failure  or  Mr.  Shapiro’s        unavailability is generated).         (g)   Service Contracts.  On or prior to the Approval Date, Buyer shall notify Seller in        writing  which,  if  any,  Service  Contracts  Buyer  elects  to  assume  at  Closing.   All  other        Service Contracts to which Seller is a party shall be terminated by Seller at or before the        Closing.   Any  such  assumed  Service  Contracts  shall  be  added  to Schedule  3  attached        hereto.  Buyer shall be responsible for any transfer or assignment fee charged by the vendor        in connection with such assumption by Buyer.           (h)   Approval  of  Title.   Within  five  (5)  days  after  the  Effective  Date,  Seller  shall        request that the Title Company deliver to Buyer a Preliminary Title Report with links to or                                 Purchase and Sale Agreement                                    Page 4 of 36  963039.6  





 






         copies of any underlying exceptions or documents referenced therein.  No later than ten        (10) days prior to the end of the Due Diligence Period, Buyer shall advise Seller what        exceptions to title, if any, will be accepted by Buyer.  Seller shall have three (3) Business        Days after receipt of Buyer’s objections to give to Buyer: (A) written notice that Seller will       remove such objectionable exceptions on or before the Closing Date; or (B) written notice        that Seller elects not to cause such exceptions to be removed.  Seller’s failure to give notice        to Buyer within the three (3) Business Day period shall be deemed to be Seller’s election        not to cause such exceptions to be removed.  If Seller gives Buyer notice or is otherwise        deemed to have elected to proceed under clause (B), Buyer shall have until the end of the        Due Diligence Period, to elect to proceed with the transaction or terminate this Agreement.         If Buyer fails to give Seller notice of its election on or before the expiration of such period,        Buyer shall be deemed to have elected to terminate this Agreement.  If Seller gives notice        pursuant to clause (A) and fails to remove any such objectionable exceptions from title        prior to the Closing Date, and Buyer is unwilling to take title subject thereto, Buyer shall        have  the  right  to  elect  to  terminate  this  Agreement  and  Section  14(a)  shall  apply.         Notwithstanding  the  foregoing,  Buyer  shall  be  deemed  to  have  objected  to  any  lien       encumbering the Property that secures the payment of money, such as mechanics’ liens,       materialmen’s  liens  and  judgment  liens,  and  the  liens  of  deeds of  trust  and  mortgages       (collectively,  “Monetary  Liens”),  unless  Buyer  otherwise notifies  Seller  in  writing.         Monetary  Liens  shall  not  include  non-delinquent  assessments  or bond  amounts        encumbering the Property and reflected in the tax bills for the Property, non-delinquent        property  taxes  or  assessments,  or  non-delinquent  dues,  costs  or  assessments  under        declarations, reciprocal easements, or other covenants, conditions or restrictions to which        the Property is subject.  Seller hereby agrees to remove at or before the Closing and shall        cause the Property to be delivered free and clear of, Monetary Liens caused by Seller,        subject in the case of the lien in favor of the Existing Lender, the satisfaction of the Buyer       Closing Condition and Seller Closing Condition premised on the Existing Lender’s consent       to the release of the Property from the lien.  Buyer agrees that “removal” of an exception       shall include the Title Company’s willingness to endorse over such exception or provide       affirmative assurance to Buyer of no loss or damage to Buyer from such exception.          (i)   New  Exceptions.   In  the  event  the  Title  Company  notifies  Buyer  of  any  New       Exceptions to title after the Approval Date, Buyer shall have five (5) Business Days in       which to notify Seller of its approval or disapproval of such New Exception.  Failure to       deliver notice of approval of such New Exception shall be deemed disapproval of the New       Exception.  If Buyer disapproves such New Exception, Seller shall notify Buyer within two       (2) Business Days thereafter whether or not Seller can or will cause the removal of such       New Exception.  Failure to deliver such notice by Seller shall be deemed Seller’s refusal       to cause the removal of such New Exception.  If Seller is unwilling or unable to cause the       removal of such New Exception, Buyer shall have the right within two (2) Business Days       thereafter in which to waive such objection to title and proceed to Closing, or terminate       this Agreement, in which case Section 14(a) shall apply.  Failure by Buyer to deliver notice        of  waiver  shall  be  deemed  Buyer's  objection  to  title  and  election  to  terminate  this        Agreement.  Buyer  agrees  that  “removal”  of  a  New  Exception  shall  include  the  Title        Company’s willingness to endorse over such exception or provide affirmative assurance to        Buyer of no loss or damage to Buyer from such New Exception.                                   Purchase and Sale Agreement                                    Page 5 of 36  963039.6  





 






         (j)   Survey.  As part of the Due Diligence Materials, Seller shall provide Buyer with a        copy of an ALTA/NSPS survey of the Property (the “Survey”).  If Buyer elects ALTA        extended coverage title insurance, with survey coverage, Buyer shall have the right, at its        cost, to update, modify, amend or re-certify the Survey as necessary in order for the Title        Company  to  delete  the  survey  exception  from  the  Title  Policy  or  to  otherwise  satisfy        Buyer’s objectives.  Seller will consent to the use and update of such Survey by Buyer, at        Buyer’s cost.  Buyer shall have the right to object to any matters shown in the Survey no        later than six (6) days prior to the end of the Due Diligence Period in accordance with        Section 4(h).  Buyer’s receipt of a new or updated Survey shall not be a condition precedent        to Buyer’s obligation to close the escrow.         (k)   Title Commitment during Due Diligence Period.  Buyer shall use diligent, good        faith efforts to obtain from the Title Company no later than the end of the Due Diligence        Period, such assurances and commitments as to policy form, coverage and endorsements        as Buyer may request for the Title Policy.  Delivery of the Approval Notice to Seller prior        to  the  end  of  the  Due  Diligence  Period  shall  constitute  Buyer’s  approval  of  matters        affecting title to the Property, including any such matters as are shown on the Survey,        subject to Buyer’s rights under Section 4(h) and any New Exceptions.  Buyer may elect to        obtain an owner’s ALTA extended coverage title insurance policy, and such endorsements        as  Buyer  may  require,  at  Buyer’s  cost.   Seller  shall  execute  and  deliver  to  the  Title        Company the form of owner’s title affidavit set forth in Exhibit H to this Agreement, with        such additions as may be reasonably requested by the Title Company in order to issue an        ALTA extended coverage title policy to Buyer.  Buyer agrees that the assurances given in        such affidavit may be relied on solely by the Title Company in connection with the issuance        of  title  policies  to  Buyer  and  any  lender  to  Buyer,  and  does  not  constitute  or  contain        representations, warranties or statements on which Buyer or such lender may rely.  Without        limiting the foregoing, neither Buyer nor any lender to Buyer shall be an express or implied        third party beneficiary of such affidavit.  It shall be a condition to Buyer’s obligation to        close the Escrow that the Title Company not be unwilling or unable to deliver to Buyer as        of the Closing its irrevocable commitment to issue to Buyer its Title Policy consistent in        all material respects with the commitment, if any, made by the Title Company as of the        Approval Date, subject to New Exceptions approved by Buyer.  For the avoidance of doubt,        and without limiting the foregoing, if, as of the delivery of the Approval Notice, Buyer is        negotiating with the Title Company as to the terms, coverage or endorsements to the Title        Policy,  it  shall  not  be  a  condition  to  Buyer’s  obligation  to  close  Escrow  that  the  Title        Company agree to such requests by Buyer or provide the coverage or assurances sought by        Buyer.  If, prior to the Approval Date, Buyer fails to obtain a commitment from the Title        Company generally or as to any particular exception or term of the Title Policy sought by        Buyer, Buyer shall be deemed, as of the Approval Date, to have waived objections to such        matters (notwithstanding any further efforts to address such issues with the Title Company,        and notwithstanding any agreement by Seller to cooperate with Buyer or the Title Company        in addressing such matters) and approved all exceptions to title other than Monetary Liens       and subsequent New Exceptions.         (l)   Buyer’s Right to Terminate.  At any time up to the Approval Date, Buyer has the        unqualified right to terminate this Agreement and obtain a full refund of the Earnest Money                                 Purchase and Sale Agreement                                    Page 6 of 36  963039.6  





 






         (and any interest thereon), subject to Buyer’s obligations to return Due Diligence Materials        to Seller as provided in the Section entitled “Conditions to Closing.”  On or before the end        of  the  Due  Diligence  Period,  if  Buyer  is  satisfied  with  its  due  diligence  review  of  the        Property and matters affecting the Property and wishes to proceed with the acquisition of        the Property under this Agreement, Buyer shall give the Seller written notice of its approval        of the Property and election to proceed under this Agreement (the “Approval Notice”).  If        Buyer  fails  to  deliver  an  Approval  Notice  to  Seller  on  or  before  the  end  of  the  Due        Diligence Period, Buyer shall be deemed to have elected to terminate this Agreement, the        Agreement shall automatically terminate as of the end of the Due Diligence Period, and        Buyer’s Earnest Money (and any interest thereon) shall immediately be returned to Buyer.         If Buyer timely delivers its Approval Notice and Remaining Earnest Money Deposit to        Seller, the Earnest Money shall become non-refundable to Buyer except as specifically set        forth herein.    5.    Conditions to Closing.         (a)   Buyer  Closing  Conditions.   The  conditions  set  forth  in  this  Section  5(a)  are        conditions  precedent  to  Buyer’s  obligation  to  acquire  the  Property  (“Buyer  Closing        Conditions”).  The Buyer Closing Conditions are intended solely for the benefit of Buyer.        If any of the Buyer Closing Conditions is not satisfied, Buyer shall have the right in its sole       discretion either to waive the Buyer Closing Condition and proceed with the acquisition of       the  Property  without  adjustment  to  the  Consideration  or  terminate  this  Agreement  by       written notice to Seller and the Title Company.              (i)   Representations and Warranties; Performance.  The representations and             warranties of the Seller contained in Addendum II and not expressly limited to the              Effective Date shall be true and correct in all material respects as of the Closing              Date as though made at and as of the Closing Date, and Seller shall have timely              performed all obligations and covenants of Seller under this Agreement requiring             performance prior to the Closing.              (ii)  Title  Company  Commitment.   The  Title  Company  (i)  shall  not  have             withdrawn  or  modified  in  any  material  respect  its  commitment  made  as  of  the             Approval Date (if any), to issue the Title Policy as of the Closing, subject to New             Exceptions approved by Buyer, and (ii) shall have committed to issue the Title             Policy as of the Closing without exception for the lien of the Existing Lender.                (iii) Tenant  Estoppels.   Seller  shall  have  delivered  to  Buyer  the  Tenant             Estoppels from the Required Tenants and all other, remaining Tenants (or, as to             such other, remaining Tenants, Seller Estoppels), on or before three (3) Business             Days prior to the Closing Date, as required under Section 8 hereunder.         (b)   Seller  Closing  Conditions.   The  conditions  set  forth  in  this  Section  5(b)  are        conditions  precedent  to  Seller’s  obligation  to  sell  the  Property  (“Seller  Closing        Conditions”). The Seller Closing Conditions are intended solely for the benefit of Seller.         If any of the Seller Closing Conditions is not satisfied, Seller shall have the right in its sole                                  Purchase and Sale Agreement                                    Page 7 of 36  963039.6  





 






         discretion either to waive the Seller Closing Condition and proceed with the transaction or        terminate this Agreement by written notice to Buyer and the Title Company.               (i)   Lender Consent and Agreement.  [Intentionally deleted]                 (ii)  Representations and Warranties; Performance.  The representations and              warranties  of  Buyer  contained  herein  shall  be  true  and  correct in  all  material              respects as of the Closing Date as though made at and as of the Closing Date, and              Buyer shall have timely performed all covenants and obligations of Buyer under              this Agreement requiring performance prior to the Closing.           (c)   Deemed Approval of Conditions.  In the event that any Party having the right of        cancellation hereunder based on failure of a condition precedent set forth herein does not        inform  the  other  Party  and  Title  Company  in  writing  of  the  failure  of  any  condition        precedent made for the benefit of such Party prior to the Closing, such failure shall be        deemed to have been waived, effective as of the Closing; provided that a Party shall not be        deemed to have waived any claim for breach of any representation or warranty by the other        Party unless such Party has Actual Knowledge of such breach prior to Closing, in which        case such Party shall be deemed to have waived any claim for breach of any representation        or warranty of the other Party premised on the event, occurrence or circumstance of which        such Party had Actual Knowledge prior to the Closing.           (d)   Return of Materials.  Upon  termination  of  this  Agreement  and the  escrow  for        failure of a condition precedent or upon termination by Buyer prior to the end of the Due        Diligence  Period,  and  upon  Seller’s  written  request,  Buyer  shall  return  to  Seller  or        otherwise delete or destroy all Due Diligence Materials delivered to Buyer by Seller.   6.    Closing and Escrow.         (a)   Closing.  The Closing shall occur through the Title Company on the Closing Date.         (b)   Deposit  of  Agreement  and  Escrow  Instructions.   The  Parties  shall  promptly        deposit a fully executed copy of this Agreement with Title Company and this Agreement        shall serve as escrow instructions to Title Company for consummation of the transactions        contemplated hereby.  Title Company is not a party to this Agreement and its execution        and acknowledgement of this Agreement is solely for the purpose of acknowledging receipt        of a copy of this Agreement, and is not a condition to the effectiveness of this Agreement        as  between  Buyer  and  Seller.   The  Parties  agree  to  execute  such  additional  escrow        instructions as may be appropriate to enable Title Company to comply with the terms of        this Agreement; provided, however, that in the event of any conflict between the provisions        of this Agreement and any supplementary escrow instructions, the terms of this Agreement        shall control unless such supplementary instructions are signed by both Buyer and Seller        and a contrary intent is expressly indicated in such supplementary instructions.  Seller and        Buyer  hereby  designate  Title  Company  as  the  “reporting  person” for  the  transaction        pursuant to Section 6045(e) of the Internal Revenue Code and the regulations promulgated        thereunder.                                   Purchase and Sale Agreement                                    Page 8 of 36  963039.6  





 






         (c)   Seller’s Deliveries to Escrow.  At or before the Closing, Seller shall deliver to the        Title Company, in escrow, the following:                (i)   the duly executed and acknowledged Deed;                (ii)  a duly executed Assignment of Leases;               (iii) a duly executed Bill of Sale;                (iv)  a duly executed Assignment of Service Contracts and Warranties;               (v)   a  FIRPTA  affidavit  (in  the  form  attached  as  Exhibit  E)  pursuant to              Section 1445(b)(2) of the Internal Revenue Code of 1986, and on which Buyer is              entitled to rely, that Seller is not a foreign person within the meaning of Section              1445(f)(3) of the Internal Revenue Code, and any equivalents required by the state              in which the Property is located;               (vi)  the Title Affidavit; and               (vii) any  other  instruments,  records or  correspondence  called  for  hereunder              which have not previously been delivered.         (d)   Seller’s Deliveries to Buyer.               (i)   Deliveries  at  Closing.   At  or  before  the  Closing,  Seller  shall  deliver  to              Buyer the following:                     a)    operating statements for that portion of the current year ending at                    the end of the calendar month preceding the month in which the Closing                    Date occurs, provided, however, that if the Closing occurs during the first                    fifteen days of a month, the operating statement shall be updated to the end                    of the calendar month that is two months prior to the Closing;                     b)    a  Rent  Roll  dated  as  of  the  first  day  of  the  month  in  which  the                    Closing Date occurs;                     c)    subject to Seller’s obligations in Section 8, duly executed original                    Tenant Estoppels or Seller Estoppels, to the extent required hereunder;                    d)    one  original  form  notice  to  each  Tenant,  informing  it  of  this                   transaction; and                    e)    all keys, combinations and electronic passwords to the Property.              (ii)  Deliveries After Closing.  Promptly after closing, Seller shall deliver to             Buyer the following, to the extent they have not already been delivered:                    a)    originals of the Leases, to the extent available;                                  Purchase and Sale Agreement                                    Page 9 of 36  963039.6  





 






                     b)    copies of all existing plans and specifications in Seller’s possession                    relating to the Property, and copies of Seller’s Tenant files; and                      c)    any  other  instruments,  records or  correspondence  called  for                    hereunder which have not previously been delivered, to the extent available.         (e)   Buyer’s Deliveries to Escrow.  At or before the Closing, Buyer shall deliver or        cause to be delivered in escrow to the Title Company the following:                (i)   a duly executed Assignment of Leases;                (ii)  a duly executed Assignment of Service Contracts and Warranties; and               (iii) the Cash.         (f)   Deposit of Other Instruments.  Seller and Buyer shall each deposit such other        instruments as are reasonably required by Title Company or otherwise required to close the        escrow and consummate the transactions described herein in accordance with the terms        hereof.   7.    Closing  Adjustments  and  Prorations.   With  respect  to  the  Property,  the  following  adjustments shall be made, and the following procedures shall be followed:         (a)   Basis of Prorations.  All prorations shall be calculated as of 12:01 a.m. on the        Closing Date, on the basis of a 365-day year.         (b)   Items Not to be Prorated.  There shall be no prorations or adjustments of any kind        with respect to:               (i)   Insurance  Premiums.   Buyer  shall  be  responsible  to  obtain  insurance              covering such risks as Buyer deems necessary or appropriate, commencing as of              the Closing Date.                 (ii)  Delinquent  Rents  for  Full  Months  Prior  to  the  Month  in  which  the              Closing Occurred.  Delinquent rents for full months prior to the month in which              the Closing occurred shall remain the property of Seller, and Buyer shall have no             claim thereto, whether collected before or after the Closing.  Seller shall have the             right  to  take  collection  measures  against  any  delinquent  Tenant  (including             litigation), however Seller shall not seek any remedy which would interfere with             Tenant’s continued occupancy and full use of its premises under such Tenant’s             Lease, or Buyer’s rights to receive Rent with respect to any period from or after the             Closing Date.  In the event that Buyer collects any delinquent rents relating to any             period before the Closing Date, Buyer shall promptly pay such amounts over to             Seller in accordance with the procedures set forth in subsection (d) below.  Buyer             shall use commercially reasonable efforts to collect such amounts due from any             Tenant; provided that Buyer shall not be required to interfere with the Tenant’s              continued occupancy and full use of its premises under such Tenant’s Lease, or                                 Purchase and Sale Agreement                                    Page 10 of 36  963039.6  





 






               Buyer’s  rights  to  receive  Rent or  Additional  Rent  with  respect to  any  period              beginning on the Closing Date               (iii) Additional  Rents  Relating  to  Full  or  Partial  Months  Prior  to  the              Closing Date.  If Additional Rents relating to full or partial months prior to the              Closing Date are not finally adjusted between Seller and any Tenant until after the              Closing Date, then any refund to which any Tenant may be entitled shall be the              obligation  of  Seller,  and  any  additional  amounts  due  from  any  Tenant  for  such              period shall be the property of Seller.  Buyer shall have no obligation with respect              to any such refund due to any Tenant and no claim to any such amounts due from              any Tenant, except that Buyer shall promptly pay to Seller any such delinquent              Additional Rent amounts as it actually collects, in accordance with the procedures              set  forth  in  subsection  (d)  below.   Seller  shall  have  the  right  to  take  collection              measures  against  any  delinquent  Tenants  (including  litigation),  however  Seller              shall  not  seek  any  remedy  which  would  interfere  with  any  Tenant’s  continued              occupancy and full use of its premises under such Tenant’s Lease, or Buyer’s rights              to receive Rent with respect to any period from or after the Closing Date.  If Seller              receives any refund of expenses paid prior to the Closing and relating to a period              prior to the Closing, and such expenses were reimbursed in whole or in part by any              Tenant, Seller shall refund to each Tenant its share of any such refund. Buyer shall              use commercially reasonable efforts to collect such amounts due from any Tenant;              provided that Buyer shall not be required to interfere with any Tenant’s continued              occupancy and full use of its premises under such Tenant’s Lease, or Buyer’s rights              to receive Rent or Additional Rent with respect to any period beginning on the              Closing Date.         (c)   Closing Adjustments.  Prior to Closing, Seller shall prepare and deliver to Buyer        for review, comment and agreement, a proration statement for the Property, and each Party        shall be credited or charged at the Closing, in accordance with the following:               (i)   Rents and Additional Rents.  Seller shall account to Buyer for any Rents              and Additional Rents actually collected by Seller for the rental period in which the              Closing occurs, and Buyer shall be credited for its pro rata share.               (ii)  Expenses.                       a)    Prepaid Expenses.  To the extent Expenses have been paid prior to                    the Closing Date for the rental period in which the Closing occurs, Seller                    shall  account  to  Buyer  for  such  prepaid  Expenses,  and  Seller  shall  be                    credited for the amount of such prepaid Expenses applicable to the period                    after the Closing Date.                     b)    Unpaid Expenses.  To the extent Expenses relating to the rental                    period in which the Closing occurs are unpaid as of the Closing Date but                    are ascertainable, Buyer shall be credited for Seller’s pro rata share of such                    Expenses for the period prior to the Closing Date.                                   Purchase and Sale Agreement                                    Page 11 of 36  963039.6  





 






                     c)    Property  Taxes.  For  purposes  of  this  subsection  entitled                    “Expenses,” and subject to the limitations described in this subsection, the                    Title  Company  shall  pro-rate  real  property  taxes  and  any  special                    assessments  (collectively,  “Property  Taxes”)  based  on  the  most  recent                    available  tax  bills.   Property Taxes  shall  be  subject  to  a  post-Closing                    adjustment once the actual tax bills are available (to the extent that the same                    are not available at Closing for the period in which the Closing occurs);                    provided, however, that Buyer shall be solely responsible for any increased                    taxes resulting from the change in ownership of the Property from Seller to                    Buyer or resulting from an increased tax levy based upon the Consideration                    paid hereunder.  Notwithstanding the foregoing, to the extent any Tenant is                    obligated  to  pay  a  tax  bill  directly  to  the  taxing  authority,  the  amounts                    payable by such Tenant shall not be prorated at Closing.  If Seller has paid                    the Property Taxes payable by any such Tenant, but Seller has not been                    reimbursed  by  such  Tenant,  Buyer  shall  credit  Seller  at  Closing  for  the                    amount paid by Seller, and Buyer shall thereafter have the right to collect                    those Property Taxes directly from such Tenant after the Closing.                 (iii) Security Deposits.  Seller shall deliver to Buyer all prepaid rents, security              deposits, letters of credit and other collateral actually held by Seller or any of its              Affiliates under any of the Leases, to the extent not applied by Seller to amounts              owing by a Tenant as permitted by the Leases prior to the Closing Date.               (iv)  Utilities.  Seller shall pay all water, sewer and utility charges through the              date of Closing.         (d)   Post-Closing Adjustments.  After the Closing Date, Seller and Buyer shall make        post-Closing adjustments in accordance with the following:                (i)   Non-delinquent  Rents.   If  either  Buyer  or  Seller  collects  any  non-             delinquent Rents or Additional Rents applicable to the month in which the Closing              occurred, such Rents or Additional Rents shall be prorated as of the Closing Date              and paid to the Party entitled thereto within ten (10) days after receipt.               (ii)  Delinquent Rents for month in which the Closing occurred.  If either              Buyer or Seller collects any Rents or Additional Rents that were delinquent as of              the Closing Date and that relate to the rental period in which the Closing occurred,              then  such  Rents  or  Additional  Rents  shall  be  applied  in  the  following order of              priority: first, to reimburse Buyer or Seller for all reasonable out-of-pocket, third-             party collection costs actually incurred by Buyer or Seller in collecting such Rents              or Additional Rents (including the portion thereof relating to the period after the              Closing Date); second, to satisfy such Tenant’s Rent or Additional Rent obligations              relating to the period after the Closing Date; and third, to satisfy such delinquent              Rent or Additional Rent obligations relating to the period prior to the Closing Date.               Seller  shall  have  the  right  to  take  collection  measures  against  any  delinquent              Tenants  (including  litigation), however  Seller  shall  not  seek  any  remedy  which                                  Purchase and Sale Agreement                                    Page 12 of 36  963039.6  





 






               would interfere with any Tenant’s continued occupancy and full use of its premises             under such Tenant’s Lease, or Buyer’s rights to receive Rent with respect to any             period from or after the Closing Date.  Buyer shall use commercially reasonable             efforts to collect such amounts due from any Tenant; provided that Buyer shall not             be required to interfere with any Tenant’s continued occupancy and full use of its             premises under such Tenant’s Lease, or Buyer’s rights to receive Rent or Additional             Rent with respect to any period beginning on the Closing Date.                (iii) Percentage Rents.  To the extent that Buyer receives any Percentage Rents             after the Closing Date that are applicable to the period of time before the Closing             Date (including any such amounts received after any cut-off date for prorated rents             set forth in this Section 7), Buyer shall render an accounting to Seller with respect              to  such  Percentage  Rents  and  such  Percentage  Rents  shall  be  applied  in  the              following  order  of  priority:  (i)  first  to  Buyer  for  the  period covered  by  such              Percentage Rents following the calendar month in which the Closing occurred until              the Tenant under its Lease is current with respect to all Percentage Rents applicable              to periods after the Closing Date, and all expenses reasonably incurred by Buyer              collecting such rents, (ii) then to Seller and Buyer for the calendar month in which              the Closing occurred with such rents and other similar payments being prorated in              the same manner as otherwise provided in this Section 7 at Closing and on the              Closing Statement, and (iii) then to Seller for the period prior to the month in which              the Closing occurred.  If Percentage Rents are based on other than a month-to-             month basis (e.g., on a quarterly or annual basis), Percentage Rents collected by              Buyer after the Closing Date and applicable to the period of time before the Closing              Date shall be prorated as of the Closing Date based on the number of days in such              period for which such Percentage Rents are paid.                  (iv)  Expenses.  With respect to any invoice received by Buyer or Seller after the              Closing Date for Expenses that relate to the period in which the Closing occurred              and for which a proration was not made at the Closing pursuant to the proration              statement delivered to Buyer by Seller prior to the Closing, the Party receiving such              invoice shall give the other Party written notice of such invoice, and the other Party              shall have thirty (30) days to review and approve the accuracy of any such invoice.               If the Parties agree that the invoice is accurate and should be  paid,  Seller  shall              compute Seller’s pro rata share, write a check for that amount in favor of the vendor,              and then send the invoice and check to Buyer, in which case Buyer agrees that it              will pay for its share and forward the invoice and the two payments to the vendor.               (v)   Payment  of  2018  Expenses  by  Tenants;  True  Up.   To  the  extent  that              Seller has actually collected any portion of Expenses from Tenants under the Leases              as Additional Rents for calendar year 2018, Seller may retain all such Additional              Rents in amounts not to exceed such Tenants’ share of Expenses actually paid, as              determined by the 2018 Stub Reconciliation (defined below).  Within sixty (60)              days after the Closing, Seller shall prepare and deliver to Buyer a reconciliation              Expense  statement  for  the  period  from  and  after  January  1,  2018,  to  but  not              including the Closing Date (the “2018 Stub Reconciliation”).  If the 2018 Stub                                 Purchase and Sale Agreement                                    Page 13 of 36  963039.6  





 






               Reconciliation  evidences  that  Seller  under-collected  Expenses  from  Tenants  for              such period, Buyer shall pay such amounts to Seller within thirty (30) days after              delivery of the 2018 Stub Reconciliation, and Buyer shall be responsible to collect              such amounts from Tenants.  If the 2018 Stub Reconciliation evidences that Seller              has over-collected Additional Rent from Tenants for such period and Buyer did not              receive a credit at Closing for the Expenses to which such Additional Rents applies,              Seller shall pay such over-collected amounts to Buyer within thirty (30) days after              delivery of the 2018 Stub Reconciliation, and Buyer shall thereafter be responsible              for  making  reimbursement  to  the  Tenants  or  applying  the  same  to  Expenses  in              accordance  with  the  Leases.   The  2018  Stub  Reconciliation  shall  be  final  and             binding  on  the  parties  as  to  2018  Additional  Rent  and  shall  not  be  subject  to             modification or adjustment based on subsequent or later reconciliations prepared              by Buyer or required under the Leases.                 (vi)  Survival of Obligations.  The obligations of Seller and Buyer under the             Subsection  entitled  “Post-Closing Adjustments”  shall  survive  the  Closing  for  a              period of six (6) months from the Closing Date, at which point all such adjustments              shall be made in a final accounting and all prorations hereunder shall be deemed              final for all purposes; provided, however, the final true-up of 2018 Expenses shall              be based on the 2018 Stub Reconciliation.         (e)   Allocation of Closing Costs.  Closing costs shall be allocated as set forth below:               (i)   Escrow charges: 50% to Buyer and 50% to Seller.               (ii)  Recording fees for Deed: 100% to Buyer.               (iii) Title  insurance  premium  for  the  Title  Policy:  100%  to  Seller  for  the              premium  for  standard  owner’s  coverage  in  the  amount  of  the  Purchase  Price,              provided  such  premium  is  commercially  reasonable  and  competitive  with              premiums  charged  to  Title  Company’s  national,  commercial  customers.  Buyer              shall be responsible for any amount in excess of such “valued customer” premium              charge.   Buyer  shall  be  solely  responsible  for  the  cost  of  survey  and  extended              coverage  and  all  endorsements  other  than  endorsements  obtained by  Seller  to              remove exceptions Seller agrees to remove, which shall be at Seller’s cost.               (iv)  Transfer taxes or deed taxes: 100% to Seller.               (v)   Survey  costs:  100%  to  Seller  for the  initial  Survey;  100%  to  Buyer  for              updates, modifications and certification.               (vi)  Attorneys’ Fees:  Each party to pay its own fees.               (vii) Other: According to custom where the Property is located.     8.    Tenant Estoppels; SNDAs.                                   Purchase and Sale Agreement                                    Page 14 of 36  963039.6  





 






         (a)   Tenant  Estoppels.   Seller  shall  use  all  reasonable  efforts  to  obtain  a  Tenant        Estoppel from all Tenants.  Seller shall deliver completed Tenant Estoppels to Buyer as        they  are  received  by  Seller,  and shall  use  all  reasonable  efforts  to  deliver  all  Tenant        Estoppels  to  Buyer  no  later  than  three  (3)  days  prior  the  Closing  Date.   It  shall  be  a        condition to Buyer’s obligation to close the acquisition of the Property that not later than        the Closing Date, Seller shall have delivered to Buyer Tenant Estoppels from the Required        Tenants, which Tenant Estoppels shall (i) be dated no earlier than thirty (30) days prior to        the Closing Date, (ii) conform to the most recent Rent Roll, (iii) allege no defaults, offsets,        or claims against Seller, and (iv) allege no facts that are inconsistent in any material respect        with the representations and warranties of Seller in this Agreement or the Due Diligence       Materials provided by Seller to Buyer.        (b)   Seller Estoppels.  To the extent Seller obtains Tenant Estoppels from all Required        Tenants, but is unable to obtain Tenant Estoppels, or any items required to be therein, from        the remaining Tenants, Seller shall have the right, but not the obligation, to deliver to Buyer        on the Closing Date a certification (a “Seller Estoppel”) in the form and on the terms        attached hereto as Exhibit I (or as otherwise provided in Section 8(c) below).  If a Seller        Estoppel is tendered by Seller as to a remaining Tenant, Buyer shall be obligated to accept        such Seller Estoppel if such Seller Estoppel (i) is dated no earlier than thirty (30) days prior        to the Closing Date, (ii) conforms to the most recent Rent Roll, (iii) alleges no defaults,        offsets,  or  claims  against  Seller,  and  (iv)  alleges  no  facts  that are inconsistent in any        material respect with the representations and warranties of Seller in this Agreement or the        Due Diligence Materials provided by Seller to Buyer.  If Seller is later able to deliver to        Buyer a Tenant Estoppel from any Tenant as to which Seller has provided a Seller Estoppel,        the  Seller  Estoppel  shall  be  and  become  null  and  void  as  to  each  statement  of  fact  or        representation that is substantially identical to a similar fact or representation in the Tenant        Estoppel,  and  to  the  extent  the  Tenant  Estoppel  covers  in  all  material  respects  the        information covered in the Seller Estoppel, the Seller Estoppel as to such Tenant shall        become null and void.           (c)   Form of Tenant Estoppel.  Notwithstanding anything in this Agreement, Buyer       agrees that the delivery by a Tenant of an estoppel certificate either (i) substantially in the       form  attached  to  or  required  under  such  Tenant’s  Lease,  or  (ii)  on  a  commercially       reasonable,  standard  form  of  the  Tenant  in  the  case  of  any  Tenant  with  a  national  or       regional presence and multiple locations, (iii) on the form attached hereto as Exhibit F, or        (iv) on a form previously delivered to Landlord or Landlord’s Existing Lender on or after        January 1, 2017, a sample of which is attached hereto as Exhibit G, shall be accepted by        Buyer.  If and to the extent Seller delivers a Seller Estoppel to Buyer in connection with        such  Tenant,  such  Seller  Estoppel  shall  be  substantially  in  the  form  attached  hereto  as        Exhibit H, or as modified to reflect only the factual information required of the Tenant        under the estoppel certificate required under such Tenant’s Lease, on such standard form        or on such previously delivered form.         (d)   SNDAs.  Seller shall use commercially reasonable efforts to obtain a Subordination,        Non-Disturbance and Attornment Agreement (“SNDA”) from the Major Tenants. It shall        be a Buyer Closing Condition that not later than five (5) Business Days prior to the Closing                                 Purchase and Sale Agreement                                    Page 15 of 36  963039.6  





 






         Date, Seller shall have delivered to Buyer SNDAs from the Major Tenants, dated no earlier        than thirty (30) days prior to the Closing Date.  Prior to the end of the Due Diligence Period,        Buyer shall deliver drafts of SNDAs for each Major Tenant to Seller for Seller’s review        and  approval,  which  Seller  shall  not  unreasonably  withhold  so  long  as  such  form  is  a        commercially reasonable, standard form of SNDA; provided, however, if for any reason a        Major Tenant is unwilling or unable to deliver an SNDA in the form prepared by Buyer        but is willing to deliver an SNDA either in the form attached to its Lease or substantially        in the form and on the terms of the SNDAs obtained by Seller in for the benefit of Keybank        National  Association,  as  lender,  in  connection  with  its  refinancing  of  the  Property  in        October 2017 (the “2017 SNDAs”), copies of which are included in the Due Diligence        Materials,  then  Buyer  shall  accept  such  SNDAs  in  satisfaction  of  such  Buyer  Closing        Condition.           (e)   No Aging Update.  If for any reason the Closing Date is extended as permitted        under this Agreement or by agreement of the Parties, the duration of such extension in the        Closing Date shall not be computed in the calculation of the 30-day aging requirements for        Tenant Estoppels or SNDAs and such aging requirement shall be premised on the initial,        scheduled Closing Date and not the extended Closing Date.   9.    Transfer of Property “As Is”.           (a)   EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER        MADE IN THIS AGREEMENT, BUYER, FOR ITSELF, ITS AGENTS, AFFILIATES,        SUCCESSORS AND ASSIGNS, ACKNOWLEDGES THAT NO SELLER RELATED        PARTY  HAS  MADE  ANY  ORAL  OR  WRITTEN  REPRESENTATIONS,        WARRANTIES,  PROMISES  OR  GUARANTEES  WHATSOEVER  TO  BUYER,        WHETHER  EXPRESS  OR  IMPLIED,  REGARDING  THE  PROPERTY  OR  ANY        CONSTITUENT  ELEMENT  OF  THE  PROPERTY  (INCLUDING  THE  LAND,        IMPROVEMENTS      AND   LEASE)    AND,   IN  PARTICULAR,     NO   SUCH        REPRESENTATIONS, WARRANTIES, GUARANTIES OR PROMISES HAVE BEEN        MADE WITH RESPECT TO THE PHYSICAL CONDITION OR OPERATION OF THE        PROPERTY,  TITLE  TO  OR  THE  BOUNDARIES  OF  THE  PROPERTY,  SOIL        CONDITIONS,  THE  ENVIRONMENTAL  CONDITION  OF  THE  PROPERTY,        INCLUDING, WITHOUT LIMITATION, THE PRESENCE, DISCOVERY, RELEASE,        THREATENED  RELEASE  OR  REMOVAL  OF  HAZARDOUS  MATERIALS        (INCLUDING,  WITHOUT  LIMITATION,  THE  PRESENCE  OF  ASBESTOS  OR        ASBESTOS  CONTAINING  MATERIALS), THE ACTUAL OR PROJECTED        REVENUE  AND  EXPENSES  FOR  THE  PROPERTY,  THE  ZONING  AND  OTHER        LAWS,  REGULATIONS  OR  RULES  APPLICABLE  TO  THE  PROPERTY  OR  THE        COMPLIANCE  OF  THE  PROPERTY  THEREWITH,   THE  AVAILABILITY  OR        ADEQUACY OF ENTITLEMENTS OR APPROVALS FOR DEVELOPMENT OF THE        PROPERTY OR ANY PORTION THEREOF, THE USE OR OCCUPANCY OF THE        PROPERTY  OR  ANY  PART  THEREOF,  OR  ANY  OTHER  MATTER  OR  THING        AFFECTING  OR  RELATED  TO  THE  PROPERTY  OR  THE  TRANSACTIONS        CONTEMPLATED  HEREBY,  EXCEPT      AS,  AND  SOLELY  TO  THE  EXTENT,        SPECIFICALLY SET FORTH IN THIS AGREEMENT. EXCEPT FOR ITS RELIANCE                                 Purchase and Sale Agreement                                    Page 16 of 36  963039.6  





 






         ON  THE  REPRESENTATIONS  AND  WARRANTIES  OF  SELLER  SPECIFICALLY        SET FORTH HEREIN AND SUBJECT TO THE TERMS AND CONDITIONS OF THIS        AGREEMENT, BUYER AGREES TO ACCEPT THE PROPERTY “AS IS, WHERE-       IS, AND WITH ALL FAULTS” IN ITS PRESENT CONDITION, SUBJECT IN THE        CASE  OF  THE  REAL  PROPERTY  TO  REASONABLE  USE,  WEAR  AND  TEAR,        BETWEEN  THE  DATE  HEREOF  AND  THE  CLOSING  DATE,  AND  FURTHER        AGREES THAT EXCEPT FOR ANY BREACH OF ITS REPRESENTATIONS AND        WARRANTIES  SPECIFICALLY  SET  FORTH  HEREIN,  SELLER  SHALL  NOT  BE        LIABLE  FOR  ANY  PATENT  OR   LATENT  DEFECTS  IN  THE  PROPERTY  OR        BOUND IN ANY MANNER WHATSOEVER BY ANY GUARANTEES, PROMISES,        PROJECTIONS, OPERATING STATEMENTS, SETUPS OR OTHER INFORMATION        PERTAINING TO THE PROPERTY MADE, FURNISHED OR CLAIMED TO HAVE        BEEN MADE OR FURNISHED BY SELLER OR ANY SELLER RELATED PARTY,        WHETHER ORALLY OR IN WRITING.         (b)   Buyer’s delivery of an Approval Notice is Buyer’s acknowledgement that it will        have reviewed or have had adequate time and opportunity to review the Due Diligence        Materials  and  conduct  its  diligence  review  of  the  Property  and matters  affecting  the        Property.         (c)   Buyer further acknowledges that certain of the Due Diligence Materials may have        been prepared by parties other than Seller and Seller makes no representation or warranty        of any kind whatsoever, express or implied, as to the accuracy or completeness of any Due        Diligence Materials prepared by third parties.         (d)   Buyer acknowledges that it has not relied upon any representations or warranties        by Seller or any Seller Related Party not specifically set forth herein, and has entered into        this Agreement after having made and relied solely on its own independent investigation,        inspections, analyses, appraisals and evaluations of facts and circumstances.         (e)   Buyer is an experienced purchaser of commercial real properties, and has retained,        or has access to, advisors and consultants sophisticated in the purchase of commercial real        property.  Buyer and its advisors have experience in acquiring, owning and operating real        property in the nature of the Property. Buyer is familiar with the risks associated with sale        transactions  that  involve  purchases  based  on  limited  information,  representations  and        disclosures.  Buyer understands and is freely taking all risks involved in connection with        this transaction.         (f)   Buyer  acknowledges  that,  except  as  specifically  set  forth  herein,  Seller  hereby        specifically  disclaims  any  warranty  or  guaranty,  oral  or  written,  implied  or  arising  by        operation of law, and any warranty of condition, habitability, merchantability or fitness for        a particular purpose, in respect to the Property.         (g)   Except for those matters expressly set forth in this Agreement to survive the Closing        and except for the agreements of Seller and Buyer set forth in the closing documents or        otherwise entered into at the Closing, Buyer agrees that Buyer’s acceptance of the Deed                                  Purchase and Sale Agreement                                    Page 17 of 36  963039.6  





 






         shall  be  and  be  deemed  to  be  an  agreement  by  Buyer  that  Seller has  fully  performed,        discharged  and  complied  with  all of  Seller’s  obligations,  covenants  and  agreements        hereunder and that Seller shall have no further liability with respect thereto.         (h)   AS  A  MATERIAL  INDUCEMENT  TO   SELLER  TO  AGREE  TO  SELL  THE       PROPERTY TO BUYER AND TO EXECUTE THIS AGREEMENT, EXCEPT TO THE       EXTENT SPECIFICALLY PROVIDED TO THE CONTRARY HEREIN OR IN THE       DEED  AND  OTHER  INSTRUMENTS  TO  BE  EXECUTED  AND  DELIVERED  BY       SELLER  AT  THE  CLOSING,  OR  ANY  ACTION  FOR  BREACH  OF  ANY       REPRESENTATION,      WARRANTY       AND/OR    COVENANT      OF   SELLER        SPECIFICALLY SET FORTH HEREIN,  BUYER, FOR ITSELF AND ITS AGENTS,        AFFILIATES,  SUCCESSORS  AND  ASSIGNS,  HEREBY  WAIVES,  RELEASES,        ACQUITS AND FOREVER DISCHARGES THE SELLER RELATED PARTIES FROM        ALL  CLAIMS,  CAUSES  OF  ACTION,  DEMANDS,  LOSSES,  DAMAGES,        LIABILITIES,  COSTS  AND  EXPENSES  (INCLUDING  ATTORNEY’S  FEES  AND        DISBURSEMENTS  WHETHER  SUIT  IS  INSTITUTED  OR  NOT)  WHICH  BUYER        HAS  OR  MAY  HAVE  IN  THE  FUTURE  ON  ACCOUNT  OF  OR  IN  ANY  WAY        ARISING OUT OF THE PROPERTY OR ANY OF ITS CONSTITUENT ELEMENTS        (INCLUDING THE LAND, THE IMPROVEMENTS, THE PERSONAL PROPERTY,        THE  GENERAL  INTANGIBLES,  THE  CONTRACTS  AND  THE  LEASE),        INCLUDING,  WITHOUT  LIMITATION,  WITH  RESPECT  TO  (I)  ALL  MATTERS        DESCRIBED IN SUBPARAGRAPH (A), ABOVE AS ACCEPTED BY BUYER IN “AS        IS, WHERE IS, WITH ALL FAULTS” CONDITION, (II) THE STRUCTURAL AND        PHYSICAL CONDITION OF THE REAL PROPERTY OR ITS SURROUNDINGS, (III)        THE FINANCIAL CONDITION OF THE OPERATION OF THE PROPERTY EITHER        BEFORE OR AFTER THE CLOSING DATE, (IV) ANY LAW, ORDINANCE, RULE,        REGULATION, RESTRICTION OR LEGAL REQUIREMENT WHICH IS NOW OR        MAY HEREAFTER BE APPLICABLE TO THE PROPERTY, (V) THE FINANCIAL        CONDITION OR STATUS OF TENANT OR TENANCY FOR THE PROPERTY, (VI)        THE  ENVIRONMENTAL  CONDITION  OF  THE  PROPERTY,  INCLUDING,        WITHOUT LIMITATION, THE PRESENCE, DISCOVERY OR REMOVAL OF ANY        HAZARDOUS MATERIALS IN, AT, ABOUT OR UNDER THE PROPERTY OR THE        APPLICABILITY  TO  THE  PROPERTY  OF  ANY  ENVIRONMENTAL  LAWS,  AS        SUCH ACTS MAY BE AMENDED FROM TIME TO TIME, OR ANY OTHER        FEDERAL,  STATE  OR  LOCAL  STATUTE  OR  REGULATION  RELATING  TO        ENVIRONMENTAL CONTAMINATION AT, IN OR UNDER THE PROPERTY, (VII)        THE PRESENCE OR CONDITION OF UNDERGROUND STORAGE TANKS AT THE        PROPERTY,  OR  THEIR  COMPLIANCE   WITH  APPLICABLE  LAWS,  (VIII)  ANY        OTHER CONDITIONS, INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL        AND OTHER PHYSICAL CONDITIONS, AFFECTING THE PROPERTY WHETHER        THE  SAME  ARE  A  RESULT  OF  NEGLIGENCE  OR  OTHERWISE,  INCLUDING        SPECIFICALLY,  BUT  WITHOUT  LIMITATION,  ANY  CLAIM  BY  BUYER  FOR        INDEMNIFICATION  OR  CONTRIBUTION  ARISING  UNDER  ENVIRONMENTAL        LAWS (AS DEFINED IN ADDENDUM I), WHETHER ARISING BASED ON EVENTS        THAT  OCCURRED  BEFORE,  DURING,  OR  AFTER  SELLER’S  PERIOD  OF        OWNERSHIP  OF  THE  PROPERTY  AND  WHETHER  BASED  ON  THEORIES  OF                                 Purchase and Sale Agreement                                    Page 18 of 36  963039.6  





 






         INDEMNIFICATION,  CONTRIBUTION  OR  OTHERWISE.  THE  RELEASE  SET        FORTH IN THIS SECTION SPECIFICALLY INCLUDES, WITHOUT LIMITATION,        ANY CLAIMS BY BUYER UNDER ENVIRONMENTAL LAWS (AS DEFINED IN        ADDENDUM I) OR UNDER THE AMERICANS WITH DISABILITIES ACT OF 1990,        AS ANY OF THOSE LAWS MAY BE AMENDED FROM TIME TO TIME AND ANY        REGULATIONS,  ORDERS,  RULES  OF  PROCEDURES  OR  GUIDELINES        PROMULGATED  IN  CONNECTION  WITH  SUCH  LAWS,  REGARDLESS  OF        WHETHER  THEY  ARE  IN  EXISTENCE  ON  THE  DATE  OF  THIS  AGREEMENT.        NOTWITHSTANDING THE FOREGOING, SELLER SHALL REMAIN LIABLE FOR        CLAIMS  ASSERTED  AGAINST  SELLER  BY  THIRD  PARTIES  UNRELATED  TO        BUYER, AND BUYER DOES NOT WAIVE OR RELEASE CLAIMS BUYER MAY        HAVE  AGAINST  SELLER  BASED  ON  FRAUD,  GROSS  NEGLIGENCE  OR        WILLFUL MISCONDUCT ON THE PART OF SELLER OR ANY SELLER RELATED        PARTY.   BUYER  SHALL  NOT  MAKE  OR  INSTITUTE  ANY  CLAIMS  AGAINST        ANY OF THE SELLER RELATED PARTIES WHICH ARE INCONSISTENT WITH        THE  FOREGOING.   BUYER  AGREES  THAT  THIS  RELEASE  SHALL  BE  GIVEN        FULL FORCE AND EFFECT ACCORDING TO EACH OF ITS EXPRESSED TERMS        AND  PROVISIONS.  THIS  RELEASE  INCLUDES  CLAIMS  OF  WHICH  BUYER  IS        PRESENTLY UNAWARE OR WHICH BUYER DOES NOT PRESENTLY SUSPECT        TO  EXIST,  WHICH  IF  KNOWN  BY  BUYER,  WOULD  MATERIALLY  AFFECT        BUYER’S  RELEASE  TO  SELLER.  IN  THIS  CONNECTION  AND  TO  THE        MAXIMUM  EXTENT  PERMITTED  BY  LAW,  BUYER  AGREES  AND        ACKNOWLEDGES  THAT  FACTUAL  MATTERS  NOW  UNKNOWN  TO  IT  MAY        HAVE  GIVEN  OR  MAY  HEREAFTER  GIVE  RISE  TO  CAUSES  OF  ACTION,        CLAIMS,  DEMANDS,  DEBTS,  CONTROVERSIES,  DAMAGES,  COSTS,  LOSSES        AND EXPENSES WHICH ARE PRESENTLY UNKNOWN, UNANTICIPATED AND        UNSUSPECTED, AND BUYER FURTHER AGREES AND ACKNOWLEDGES THAT        THE  WAIVERS  AND  RELEASES  HEREIN  HAVE  BEEN  NEGOTIATED  AND        AGREED  UPON  IN  LIGHT  OF  THAT  REALIZATION  AND  THAT  BUYER        NEVERTHELESS HEREBY INTENDS TO RELEASE, DISCHARGE, AND ACQUIT        THE  SELLER  RELATED  PARTIES  FROM  ANY  SUCH  UNKNOWN  CAUSES  OF        ACTION,  CLAIMS,  DEMANDS,  DEBTS,  CONTROVERSIES,  DAMAGES,  COSTS,        LOSSES AND EXPENSES EXCEPT TO THE EXTENT CAUSED BY FRAUD, GROSS        NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF SELLER OR ANY        SELLER RELATED PARTY.  BUYER ACKNOWLEDGES THAT BUYER HAS BEEN        REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF BUYER’S SELECTION        AND BUYER IS GRANTING THIS RELEASE OF ITS OWN VOLITION AND AFTER        CONSULTATION WITH BUYER’S COUNSEL. BUYER ACKNOWLEDGES THAT        BUYER  HAS  CAREFULLY  REVIEWED  THIS  SECTION  9  AND  DISCUSSED  ITS        IMPORT  WITH  LEGAL  COUNSEL  AND  THAT  THE  PROVISIONS  OF  THIS        SECTION 9 ARE A MATERIAL PART OF THIS AGREEMENT.                                      Buyer’s Initials ______         (i)   In no event shall Seller be liable to Buyer for any special, exemplary, punitive or        consequential  damages,  including,  without  limitation,  loss  of  profits  or  revenue,                                 Purchase and Sale Agreement                                    Page 19 of 36  963039.6  





 






 





 






         interference  with  business  operations,  loss  of  tenants,  lenders,  investors,  buyers,        diminution in value of the Property, or inability to use the Property, due to the condition of        the Property.         (j)   THIS  SECTION  9  SHALL  SURVIVE  CLOSING  AND  DELIVERY  OF  THE        DEED,  OR  TERMINATION  OF  THIS  AGREEMENT,  AND  SHALL  BE  DEEMED        INCORPORATED BY REFERENCE AND MADE A PART OF ALL DOCUMENTS        DELIVERED BY SELLER TO BUYER IN CONNECTION WITH THE SALE OF THE        PROPERTY.   10.   Seller’s Representations and Warranties.          (a)   General.   Seller  represents  and  warrants  to  Buyer  the  matters  set  forth  on       Addendum II,  which  is  incorporated  herein  by  this  reference  as though  fully  set  forth        herein.   Other  than  as  expressly  contained  in  this  Agreement  and  Addendum II,  Seller        makes no representations or warranties of any kind relating to the Property or its condition        or  fitness.   Buyer  is  entitled to  rely  on  Seller’s  representations  and  warranties        notwithstanding Buyer’s inspection and investigation of the Property, except to the extent        that  Buyer  has  Actual  Knowledge  on  or  before  the  Closing  Date  that  any  such        representation or warranty is inaccurate in any material respect, and such inaccuracy did        not result from a Seller R&W Breach (as defined below).           (b)   Untrue When Given on Effective Date.  Seller shall promptly notify Buyer if,        prior to the Closing, Seller has Actual Knowledge that any representation or warranty of        Seller  was  inaccurate  in  any  material  respect  on  the  Effective Date  (a  “Seller  R&W        Breach”), or was true when given on the Effective Date but became inaccurate in any        material  respect  after  the  Effective  Date  (a  “Seller  R&W  Change”).  If, prior to the        Closing, Buyer has Actual Knowledge (whether from Seller or its own investigation) that        a Seller R&W Breach has occurred and Seller is unable to cure such Seller R&W Breach        within ten (10)  days after  notice  from  Buyer  of  such  R&W  Breach, such  Seller R&W        Breach shall be a default on the part of Seller, and Buyer, in its sole discretion, shall have        the right, as its sole and exclusive remedies, to (i) terminate this Agreement, upon which        termination the Earnest Money (plus interest earned thereon) shall be returned to Buyer,        and if such Seller R&W Breach has resulted in a loss in excess of the Material Damage        Floor, Seller shall pay the Expense Reimbursement to Buyer within ten (10) Business Days        after  delivery  to  Seller  of  reasonable  evidence  of  the  loss  sustained  by  Buyer  and  a        statement of Buyer’s reimbursable expenses, in which case the Parties shall have no further        rights or obligations under this Agreement except for those rights and obligations which        expressly survive termination of this Agreement, or (ii) waive such Seller R&W Breach        and proceed to Closing.           (c)   True  When  Given;  Subsequent  Change.   If,  prior  to  the  Closing,  Buyer  has        Actual  Knowledge  (whether  from  Seller  or  its  own  investigation)  that  a  Seller  R&W        Change has occurred, such Seller R&W Change was not caused by a material breach by        Seller of its covenants under this Agreement or by an affirmative, intentional act on the        part of Seller which caused such representation and warranty to become inaccurate in any                                  Purchase and Sale Agreement                                    Page 20 of 36  963039.6  





 






         material respect, and Seller is unable within ten (10) days after notice from Buyer of such        R&W Change to eliminate such inaccuracy, Buyer shall have the right, as its sole and        exclusive remedy, to (i) terminate this Agreement, upon which termination the Earnest        Money (plus interest earned thereon) shall be returned to Buyer and the Parties shall have        no further rights or obligations under this Agreement except for those rights and obligations        which expressly survive termination of this Agreement, or (ii) waive such Seller R&W        Change and proceed to Closing.  If, however, such Seller R&W Change was caused by a        material  breach  by  Seller  of  its  covenants  under  this  Agreement or by an affirmative,        intentional  act  on  the  part  of  Seller  which  caused  such  representation  and  warranty  to        become inaccurate in any material respect, such Seller R&W Change shall constitute a        Seller R&W Breach, and if Seller is unable to cure such Seller R&W Breach within ten        (10) days after notice from Buyer of such Seller R&W Breach, such Seller R&W Breach        shall be a default on the part of Seller, and Buyer, in its sole discretion, shall have the right,        as its sole and exclusive remedies, to (i) terminate this Agreement, upon which termination        the Earnest Money (plus interest earned thereon) shall be returned to Buyer, and if such        Seller R&W Breach has resulted in a loss in excess of the Material Damage Floor, Seller        shall  pay  the  Expense  Reimbursement  to  Buyer  within  ten  (10)  Business  Days  after        delivery to Seller of reasonable evidence of the loss sustained by Buyer and a statement of        Buyer’s reimbursable expenses, in which case the Parties shall have no further rights or        obligations under this Agreement except for those rights and obligations which expressly        survive termination of this Agreement, or (ii) waive such Seller R&W Breach and proceed        to Closing.           (d)   Buyer Closes With Knowledge of Inaccuracy.  If, prior to the Closing, Buyer has        Actual  Knowledge  that  any  representation  or  warranty  of  Seller is  inaccurate  in  any        material respect and Buyer consummates the Closing, such representation or warranty shall        be deemed modified by Buyer’s Actual Knowledge. Seller shall be liable to Buyer for a        breach by Seller of any one or more of the representations and warranties of Seller made        herein, only if (i) the breach thereof is first discovered by Buyer subsequent to Closing, (ii)        the claim thereon is asserted by Buyer to Seller in writing on or before the date one hundred        eighty (180) days after Closing, and (iii) the amount of any such loss, cost, liability, damage        and expense suffered by Buyer (when aggregated with all other amounts for which Seller        may be liable in connection with breaches of its representations, warranties or covenants        under this Agreement) shall exceed the Material Damage Floor.           (e)   Subject to Ceiling.  In no event shall the amount of any such loss, cost, liability,        damage  and  expense  for  which  Seller  shall  be  liable  under  this Section  10  (when        aggregated  with  all  other  damages  for  which  Seller  may  be  liable  in  connection  with        breaches of its representations, warranties or covenants under this Agreement) exceed the        Material Damage Ceiling.     11.   Buyer’s Representations and Warranties.  Buyer hereby represents and warrants, as of  the Effective Date and as of the Closing Date, to Seller as follows:                                   Purchase and Sale Agreement                                    Page 21 of 36  963039.6  





 






         (a)   Buyer is duly organized, validly existing and in good standing under the laws of        the State of its formation, and as of the Closing will be qualified to do business in the State        in which the Property is located.         (b)   Buyer has full power and authority to execute and deliver this Agreement and to        perform  all  of  the  terms  and  conditions  hereof  to  be  performed by  Buyer  and  to        consummate the transactions contemplated hereby.  This Agreement and all documents        executed by Buyer which are to be delivered to Seller at Closing have been duly executed       and delivered by Buyer and are or at the time of Closing will be the legal, valid and binding       obligation of Buyer and enforceable against Buyer in accordance with its or their respective       terms, except as the enforcement thereof may be limited by applicable Creditors’ Rights       Laws.   Buyer  is  not  presently  subject  to  any  bankruptcy,  insolvency,  reorganization,       moratorium, or similar proceeding.        (c)   The  entities  and  individuals  executing  this  Agreement  and  the  instruments       referenced herein on behalf of Buyer and its constituent entities, if any, have the legal       power, right and actual authority to bind Buyer to the terms and conditions hereof and       thereof.        (d)   Neither the execution and delivery of this Agreement, nor the consummation of the       transactions  contemplated  by  this  Agreement,  nor  the  compliance  with  the  terms  and       conditions hereof will violate or conflict, in any material respect, with any provision of       Buyer’s organizational documents or to Buyer’s Actual Knowledge any statute, regulation        or rule, or, to Buyer’s Actual Knowledge, any injunction, judgment, order, decree, ruling,        charge or other restrictions of any government, governmental agency or court to which        Buyer is subject, and which violation or conflict would have a material adverse effect on        Buyer.  Buyer is not a party to any contract or subject to any other legal restriction that        would prevent fulfillment by Buyer of all of the terms and conditions of this Agreement or        compliance with any of the obligations under it.         (e)   To  Buyer’s  Actual  Knowledge  all  material  consents  required  from  any        governmental authority or third party in connection with the execution and delivery of this        Agreement  by  Buyer  or  the  consummation  by  Buyer  of  the  transactions  contemplated        hereby have been made or obtained or shall have been made or obtained by the Closing        Date.  Complete and correct copies of all such consents shall be delivered to Seller.         (f)   Buyer  has  made  (or  will  make  prior  to  the  Closing  Date)  an  independent       investigation with regard to the Property, will have ascertained to its satisfaction the extent       to which the Property complies with applicable zoning, building, environmental, health       and safety and all other laws codes and regulations, and Buyer’s intended use thereof,       including  without  limitation,  review  and/or  approval  of  matters  disclosed  by  Seller       pursuant to this Agreement.        (g)   There is no litigation pending or, to Buyer’s Actual Knowledge, threatened, against       Buyer or any basis therefor that might materially and detrimentally affect the ability of                                  Purchase and Sale Agreement                                    Page 22 of 36  963039.6  





 






           Buyer to perform its obligations under this Agreement.  Buyer shall notify Seller promptly         of any such litigation of which Buyer becomes aware.          (h)   Buyer is not, nor is any person who owns a controlling interest in or otherwise         controls Buyer, (a) listed on the Specially Designated Nationals and Blocked Persons List         maintained  by  the  Office  of  Foreign  Assets  Control  (“OFAC”),  Department  of  the         Treasury,  and/or  on  any  other  similar  list  maintained  by  the  OFAC  pursuant  to  any         authorizing  statute,  Executive  Order  or  regulation  (collectively,  “OFAC  Laws  and         Regulations”); or (b) a person either (i) included within the term “designated national” as         defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (ii) designated         under Sections 1(a), 1(b), 1(c) or 1(d) of Executive Order No. 13224 (Blocking Property        and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support        Terrorism), 66 Fed. Reg. 49079 (effective September 24, 2001, and published September        25, 2001) or similarly designated under any related enabling legislation or any other similar        Executive Orders (collectively, the “Executive Orders”).  Neither Buyer nor any of its        principals or affiliates is (x) a person or entity with which Seller is prohibited from dealing        or otherwise engaging in any transaction by any Anti-Terrorism Law, or that commits,        threatens  or  conspires  to  commit  or  supports  “terrorism”  as  defined  in  the  Executive        Orders, or (y) is directly or indirectly affiliated or associated with a person or entity listed        in the preceding clause (x).  To the best knowledge of Buyer, neither Buyer nor any of its        principals or affiliates, nor any brokers or other agents acting in any capacity in connection        with the transactions contemplated herein (I) directly or indirectly deals in, or otherwise        engages  in  any  transaction  relating  to,  any  property  or  interests  in  property  blocked        pursuant to the Executive Orders, (II) directly or indirectly engages in any transaction in        violation of any Laws relating to drug trafficking, money laundering or predicate crimes to         money laundering or (III) engages in or conspires to engage in any transaction that evades         or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the        prohibitions set forth in any Anti-Terrorism Law.  As used herein, “Anti-Terrorism Law”        means  the  OFAC  Laws  and  Regulations,  the  Executive  Orders  and  the  Uniting  and        Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct        Terrorism Act of 2001, Pub. L. No. 107-56, 115 Stat. 272 (2001), as amended.     12.   Risk of Loss.         (a)   Notice of Loss.  If, prior to the Closing Date, any portion of the Property suffers a        Minor or Major Loss, Seller shall immediately notify Buyer of that fact, which notice shall        include sufficient detail to apprise Buyer of the current status of the Property following        such loss.           (b)   Minor Loss.  Buyer’s obligations hereunder shall not be affected by the occurrence         of a Minor Loss, provided that: (i) upon the Closing, there shall be a credit against the         Consideration  equal  to the  amount  of  any  insurance  proceeds  or condemnation  awards         collected by Seller as a result of such Minor Loss (net of any amounts applied to restoration         and reasonable expenses incurred by Seller in collecting such proceeds or awards), plus the         amount of any insurance deductible; or (ii) insurance or condemnation proceeds available         to Seller are sufficient to cover the cost of restoration and the insurance carrier has admitted                                   Purchase and Sale Agreement                                     Page 23 of 36   963039.6  





 






         liability for the payment of such costs.  If all or part of the proceeds or awards have not        been collected as of the Closing, then Seller’s right, title and interest to such proceeds or        awards  shall  be  assigned  to  Buyer  at  the  Closing,  together  with  a  credit  against  the        Consideration in the amount of any insurance deductible.  This provision shall not limit        any  of  the  Buyer’s  repair  obligations  under  the  Leases.   If  there  is  a  Minor  Loss  and        insurance coverage as set forth above is not available, Buyer shall have the same rights as        if it was a Major Loss.          (c)   Major Loss.  In the event of a Major Loss, Buyer may, at its option to be exercised       by  written  notice  to  Seller  within  twenty  (20)  days  of  Seller’s  notice  to  Buyer  of  the       occurrence thereof, elect to either (i) terminate this Agreement, or (ii) consummate the       acquisition of the Property for the full Consideration, subject to the following.  If Buyer       elects to proceed with the acquisition of the Property, then the Closing shall be postponed       if necessary, to occur on the later of the then-scheduled Closing Date or the date which is       ten (10) Business Days after Buyer makes such election and, upon the Closing, Buyer shall       be given a credit against the Consideration equal to the amount of any insurance proceeds        or condemnation awards collected by Seller as a result of such Major Loss (net of any        amounts applied to restoration and reasonable expenses incurred by Seller in collecting        such proceeds or awards), plus the amount of any insurance deductible.  If the proceeds or        awards have not been collected as of the Closing, then Seller’s right, title and interest to        such proceeds or awards shall be assigned to Buyer, and Seller will cooperate with Buyer        as reasonably requested by Buyer in the collection of such proceeds or award.  If Buyer        fails to give Seller notice within such twenty (20)-day period, then Buyer will be deemed        to have elected to terminate this Agreement.  If the Agreement is not terminated, Buyer        shall be responsible for performance by Buyer as “landlord” under the Leases, including        any repair obligations of landlord, and nothing herein shall limit Buyer’s repair obligations        or other obligations under the Leases.   13.   Seller’s Continued Operation of the Property.         (a)   General.  Except as otherwise contemplated or permitted by this Agreement or        approved by Buyer in writing, from the Effective Date to the Closing Date, Seller will        operate, maintain and repair the Property in a prudent manner, in the ordinary course of        business, on an arm’s-length basis and consistent with its past practices.           (b)   Actions Requiring Buyer’s Consent.  Notwithstanding the above terms of this        Section, from the Approval Date until the Closing Date, Seller shall not, without the prior        written approval of Buyer, which approval shall not be unreasonably withheld or delayed,        take  any  of  the  following  actions  except  as  required  by  law  or existing  contractual        obligations of Seller:               (i)   Leases.  Execute any new Lease or renew the Lease; or bring an action to             enforce the Lease; or terminate the Lease; or modify or waive any material term of             the Lease; provided, however, that if Seller has delivered notice to Buyer of Seller’s             request for Buyer’s approval and Buyer has not responded to Seller’s request for                                  Purchase and Sale Agreement                                    Page 24 of 36  963039.6  





 






               approval within four (4) Business Days after receipt, then Buyer shall be deemed              to have approved the Lease activity in question; or              (ii)   Contracts.  Except as otherwise required under this Agreement, enter into,             execute or terminate any easement agreement, management agreement or any lease,             contract, agreement or other commitment of any sort (including any contract for             capital items or expenditures), with respect to the Property that will survive the             Closing  and  be  binding  on  Buyer or  the  Property  after  the  Closing;  provided,             however, that if Seller has delivered notice to Buyer of Seller’s request for Buyer’s             approval and Buyer has not responded to Seller’s request for approval within four             (4) Business Days from receipt, then Buyer shall be deemed to have approved the             activity in question.        (c)   Tenant Improvement Allowances and Leasing Commissions.                (i)   New Leases, Renewals, Modifications.  In connection with any new lease,             or any renewal of a lease or modification of any existing Lease which extends the             term or expands the premises under such Lease other than under an option or right             governed by subsections (c)(iii) or (c)(iv) below, and is entered into between the             Effective  Date  and  the  Closing,  Tenant  Improvement  Allowances  and  Leasing             Commissions in connection with any such new lease, renewal or modification, shall             be prorated between Buyer and Seller in proportion to the ratio between the portion             of the new lease term or renewal term which occurs prior to the Closing Date and             the portion of the new lease term or renewal term which occurs after the Closing             Date.                (ii)  Existing  Leases.   Subject  to  subsections  (c)(iii)  through  (c)(vi)  below,             Seller  shall  be  responsible  for  Tenant  Improvement  Allowances  and  Leasing             Commissions  for  all  Leases  (and  amendments  thereto)  entered  into  prior  to  the             Effective  Date,  and  Seller’s  obligations  with  respect  thereto  shall  survive  the             Closing.               (iii) Tenant Rights Under Existing Leases.  If, during the period between the             Effective Date and the Closing Date, any Tenant shall exercise an option or right             under an existing Lease to renew the Lease, extend the term of the Lease, or expand             its  premises,  any  obligation  for  Tenant  Improvement  Allowances and  Leasing             Commissions associated with the exercise of such option or right shall be prorated             between  Seller  and  Buyer  in  proportion  to  the  ratio  between  the  portion  of  the             extended lease term resulting from the exercise of the option which occurs prior to              the Closing Date and the portion thereof which occurs after the Closing Date.                 (iv)  Post-Closing  Extensions,  Renewals,  Modifications.   If,  on  or  after  the              Closing Date, any Tenant shall exercise an option or right under an existing Lease              to  renew  the  Lease,  extend  the  term  of  the  Lease,  or  expand  its  premises,  any              obligation  for  Tenant  Improvement  Allowances  and  Leasing  Commissions                                  Purchase and Sale Agreement                                    Page 25 of 36  963039.6  





 






               associated with the exercise of such option or right shall be the responsibility of              Buyer.           (d)   Major Tenant Intent; Obligation to Notify Buyer.  If Seller is notified after the        Effective  Date  in  writing  that  any  Major  Tenant  intends  to  cease  operations  from  the        Property or that it intends to file for bankruptcy protection from its creditors, Seller shall        promptly inform Buyer of the same.         (e)   Pet Supplies Plus Lease.  Seller anticipates entering into a lease for Pet Supplies        Plus (the “PSP Lease”) shortly before or after the Effective Date.  Seller shall deliver a        copy of such lease to Buyer promptly upon its execution and Buyer shall have until the end        of the Due Diligence Period in which to review such Lease; provided, if such Lease is        delivered to Buyer fewer than ten (10) Business Days prior to the end of the Due Diligence        Period, Buyer shall have ten (10) Business Days from receipt of such Lease in which to        review such Lease.  Buyer shall deliver written notice of its approval or disapproval of such        Lease  within  such  10-Business  Day  period.   If  Buyer  disapproves  such  Lease,  this        Agreement  shall  terminate  and  Section  14(a)  shall  apply.   Failure  by  Buyer  to  timely        approve or disapprove such Lease within such 10-Business Day period shall be deemed to        be Buyer’s approval of such Lease.  Seller shall be responsible for and shall pay the Tenant        Improvement Allowance and Leasing Commission associated with such Lease; provided,        if such payments are not due and payable prior to Closing, Buyer shall receive a credit        against  the  Consideration  in  the  amount  of  such  Tenant  Improvement  Allowance  and        Leasing Commission.         If  Buyer  approves  (or  is  deemed  to  have  approved)  the  PSP  Lease  and  the  tenant’s        obligation to pay rent under the PSP Lease has not commenced prior to the Closing, the        following terms, conditions and obligations of the Parties shall apply:              (i)    One  Hundred  Fifty-Nine  Thousand  Seven  Hundred  Eighty-Six  and        No/100ths Dollars ($159,786.00) of the Consideration shall be held in escrow with the Title        Company and shall not be disbursed to Seller at Closing (the “Rent Holdback Amount”).         The  Parties  shall  instruct  the  Title  Company  to  hold  the  Rent  Holdback  Amount  in  a        federally insured interest-bearing account with interest accruing thereon for the account of        Seller.               (ii)   If the tenant’s obligation to pay rent under the PSP Lease commences on or        prior  to  January  1,  2019,  the  Rent  Holdback  Amount,  plus  accrued  interest,  shall  be        immediately released to Seller.              (iii)  If  the  tenant’s  obligation  to  pay  rent  under  the  PSP  Lease  has  not        commenced on or prior to January 1, 2019, then beginning on January 1, 2019, and on the        first day of each month thereafter through the earlier to occur of (A) December 1, 2019,        and (B) the date that the tenant’s obligation to pay rent under the PSP Lease commences,        Buyer shall have the right to receive (and the Title Company shall release to Buyer) from        the Rent Holdback Amount funds in an amount equal to Thirteen Thousand Three Hundred        Fifteen and 50/100ths Dollars ($13,315.50) (each, a “Monthly Rent Payment”).                                  Purchase and Sale Agreement                                    Page 26 of 36  963039.6  





 






              (iv)   Any Monthly Rent Payment released to Buyer for the month in which the        tenant’s obligation to pay rent under the PSP Lease commences shall be prorated (based        on a 30 day month) between Buyer and Seller as of the date that the tenant’s obligation to        pay  rent  under  the  PSP  Lease  commences,  and  Buyer  shall  immediately  pay  to  Seller        Seller’s pro rata share.  Upon the commencement of the tenant’s obligation to pay rent        under the PSP Lease, Buyer shall no longer have the right to draw on the Rent Holdback        Amount and any remaining Rent Holdback Amount held by Title Company, plus accrued        interest, shall be immediately released to Seller.              (v)    Buyer shall provide Seller written notice immediately following the date        that the tenant’s obligation to pay rent under the PSP Lease commences, and such notice        shall specify the actual date that the tenant’s obligation to pay rent under the PSP Lease        commenced.               (vi)  In  connection  with  any  release  of  or  from  the  Rent  Holdback  Amount        contemplated  hereunder,  the  Parties  shall  cooperate  and  shall  execute  any  documents        required by the Title Company in connection with such release.              (vii)  Buyer shall not amend or modify the PSP Lease in any way that will affect        or delay the rent commencement date without the prior written consent of Seller, which        consent Seller shall have the right to grant or withhold in its sole and absolute discretion.         In  addition,  if  the  rent  commencement  date  under  the  PSP  Lease fails  to  occur  or  is        otherwise delayed as a result of (either in whole or in part) Buyer’s breach of its obligations        under the PSP Lease or this Section, the rent commencement date shall for all purposes be        deemed to have occurred on the date that it would have occurred but for Buyer’s breach        (and any remaining Rent Holdback Amount held by the Title Company as of such date,        plus accrued interest, shall be immediately released to Seller and Buyer shall immediately        reimburse Seller for any funds received by Buyer from the Rent Holdback Amount that are        applicable to periods after such date).               (viii)  Any  costs  or  fees  charged  by  the  Title  Company  in  connection  with        providing services related to the  Rent  Holdback  Amount  and/or  disbursements/releases        shall be split evenly between Buyer and Seller.              (ix)   The  obligations  of  the  Parties  under  this  Section  13(e)  shall  survive  the        Closing.   14.   Non-Consummation of the Transaction.  If the transaction is not consummated on or  before the Closing Date, the following provisions shall apply:         (a)   No Default.  If the purchase and sale of the Property under this Agreement is not        consummated for a reason other than a default by one of the Parties, then (i) the Title        Company and each Party shall return to the depositor thereof the Earnest Money and all        other funds and items which were deposited hereunder; and (ii) Seller and Buyer shall each        bear one-half of any Escrow cancellation charges.  Any return of funds or other items by        the Title Company or any Party as provided herein shall not relieve either Party of any        liability it may have for its wrongful failure to close.                                   Purchase and Sale Agreement                                    Page 27 of 36  963039.6  





 






         (b)   Default by Seller.  If the transaction is not consummated as a result of a default by        Seller, then Buyer, as its sole and only remedies hereunder, to the exclusion of all other        potential remedies under this Agreement, at law or in equity, may either (i) terminate this        Agreement  by  delivery  of  notice  of  termination  to  Seller,  whereupon  (A) the  Earnest        Money plus interest accrued thereon shall be immediately returned to Buyer, and (B) Seller        shall pay to Buyer its Expense Reimbursement, in which case neither Party shall have any        further  rights  or  obligations  hereunder  other  than  those  rights  and  obligations  which        expressly survive termination of this Agreement; or (ii) continue this Agreement pending        Buyer’s  action  for  specific  performance,  provided,  however,  that  any  such  action  for        specific performance shall not include an action for damages and shall be filed and served        by Buyer within forty-five (45) days of the date which is the later of (x) the termination of        this Agreement by Seller, or (y) the date on which Buyer has Actual Knowledge of the        event or occurrence comprising the alleged default on the part of Seller, it being the intent        of the Parties hereto that any failure of Buyer to meet the time deadline set for filing shall        be deemed to be Buyer’s election to waive and relinquish any rights to enforce specific        performance  of  this  Agreement.   Notwithstanding  anything  to  the  contrary  in  this        Agreement, (i) in no event shall Seller be liable to Buyer in connection with any breach or        default on the part of Seller under this Agreement for any special, exemplary, punitive or        consequential  damages,  including,  without  limitation,  loss  of  profits  or  revenue,        interference  with  business  operations,  loss  of  tenants,  lenders,  investors,  buyers,        diminution in value of the Property, or inability to use the Property, and (ii) in no event or        circumstance  shall  any  of  the  members,  partners,  employees,  representatives,  officers,        directors, agents, advisors, property management company, affiliated or related entities of        Seller or Seller’s property management company (collectively, the “Seller Parties”) have        any personal liability under this Agreement.                                 Buyer’s Initials           (c)   Default by Buyer.  If the Closing does not occur as a result of a default by Buyer,       then  (i)  Buyer  shall  pay  all  escrow  cancellation  charges,  (ii) to  the  extent  it  has  not       previously been delivered to Seller, the Title Company shall deliver the Earnest Money to       Seller as its full and complete liquidated damages and its sole and exclusive remedy for       Buyer’s default (provided that this provision shall not limit the Seller’s right to enforce       Buyer’s  obligations  pursuant  to  Sections  4(c),  15(f)  and  15(l),  and  to  obtain  monetary        damages from Buyer pursuant to those provisions above and beyond any amounts collected        pursuant to this liquidated damages provision), and (iii) this Agreement shall terminate.  If        the transaction is not consummated because of a default by Buyer,  the Earnest  Money        together  with  the  interest  accrued  thereon  shall  be  paid  to  and  retained  by  Seller  as        liquidated  damages.   THE  PARTIES  HAVE  AGREED  THAT  SELLER’S  ACTUAL        DAMAGES,  IN  THE  EVENT  OF  A  DEFAULT  BY  BUYER,  WOULD  BE        EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE.  THEREFORE,        BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT        THE EARNEST MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS        THE  PARTIES’  REASONABLE  ESTIMATE  OF  SELLER’S  DAMAGES  (IN        ADDITION TO ANY FEES AND COSTS TO WHICH SELLER IS ENTITLED UNDER        SECTION 15(l)) AND AS SELLER’S EXCLUSIVE REMEDY AGAINST BUYER, AT                                 Purchase and Sale Agreement                                    Page 28 of 36  963039.6  





 






 





 






           LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT         ON THE PART OF BUYER; PROVIDED, HOWEVER, NOTHING HEREIN SHALL         RELIEVE  BUYER  OF  THE  INDEMNITY  OBLIGATIONS  OF  BUYER  UNDER         SECTIONS 4(c) AND 15(f), WHICH EXPRESSLY SURVIVE THE TERMINATION         OF  THIS  AGREEMENT.   Notwithstanding  anything  to  the  contrary  contained  in  this         Section 14(c), in the event of (i) Buyer’s default under this Agreement, (ii) a termination         of this Agreement by Buyer, or (iii) a termination of this Agreement by Seller as a result         of a default on the part of Buyer, Seller shall have all remedies available at law or in equity         if subsequent to or in connection with any of the foregoing events in subphrases (i), (ii) or        (iii) Buyer or any Person related to or affiliated with Buyer asserts any claims or right to        the  Property  that  (x)  delays  or  prevents  Seller  from  having  clear,  indefeasible,  and        marketable title to the Property or (y) constitutes slander of title to the Property.  In all        other events, Seller’s remedies shall be limited to those described in this Section 14(c) and         Sections 4(c), 15(f) and 15(l) hereof.                                INITIALS:  Seller _____   Buyer  _____          (d)   In  no  event  or  circumstance  shall  any  of  the  members,  partners,  employees,         representatives,  officers,  directors,  agents,  advisors,  property  management  company,        affiliated  or  related  entities  of  Buyer  or  Buyer’s  property  management  company        (collectively, the “Buyers Parties”) have any personal liability under this Agreement.   15.   Miscellaneous         (a)   Disclosure of Transaction.  Except as may be permitted in Section 15(o) below,         prior  to  Closing  neither  Party  shall  publicly  announce  or  discuss  the  execution  of  this         Agreement or the transaction contemplated hereby without the prior written consent of the         other Party, which shall not be unreasonably withheld.  Notwithstanding the foregoing,         nothing herein shall limit or restrict any public announcement or notification which Seller         or any Affiliate is required to make under the applicable provisions of the Securities Act         of 1933, as amended, and the Securities Exchange Act of 1934, as amended and the rules         and regulations adopted by the Securities and Exchange Commission thereunder.         (b)   Possession.   Possession  of  the  Property  shall  be  delivered  to  Buyer  upon the         Closing.          (c)   Force  Majeure.   Seller’s  corporate  headquarters  are  located  in  San  Mateo,         California.  If during the term of this Agreement, there occurs a Force Majeure Event (a         fire or other casualty, act of God, riot or other civil disturbance, or any other event out of         the control of Seller that prevents Seller from having access to and use of its headquarters        facility for the conduct of its operations), Seller shall have the right, exercisable by written        notice to Buyer within five (5) Business Days of the date of the Force Majeure Event, to        extend any period for Seller’s performance hereunder by a period of time equal to the time        that Seller reasonably anticipates that it will be unable to use its headquarters, but not to        exceed fourteen (14) days.                                      Purchase and Sale Agreement                                     Page 29 of 36   963039.6  





 






 





 






 





 






         (d)   Tax Protest.  If, as a result of any tax protest or otherwise, there is any refund or        reduction of real property or other tax or assessment relating to the Property applicable to        the period prior to Closing, Seller shall be entitled to receive or retain such refund or the        benefit of such reduction, less equitable prorated costs of collection and subject to the rights        of Tenants under Leases as to any such refunds.  To the extent any such tax protest or        proceeding is ongoing as of the Closing, Seller shall have the right, but not the obligation,        to continue to pursue such protest or proceeding following the Closing, but only to the        extent that it applies to the pre-Closing tax periods.             (e)   Notices.  Any notice, consent or approval required or permitted to be given under        this Agreement shall be in writing and shall be deemed to have been given upon (i) delivery        of email on a Business Day prior to 5:00 p.m. local time at the location of the recipient’s        mailing address (otherwise, the next following Business Day) (provided that such email        contains in all uppercase letters the words “OFFICIAL NOTICE” in the subject line and        generates no “out of office receipt” or other message that such delivery was ineffective or        delayed), (ii) personal delivery, (iii) confirmed telecopy delivery on a Business Day prior        to  5:00  p.m.  local  time  at  the  location  of  the  Property  (otherwise,  the  next  following        Business Day), or (iv) one (1) Business Day after being deposited with Federal Express,        DHL Worldwide Express or another reliable overnight courier service prior to the specified        delivery deadline for guaranteed next-business day service, specifying an address to which        such courier makes overnight deliveries.   A notice, consent or approval sent in the above        manner by counsel to a Party (whether or not identified below as a “copy to” recipient)        shall constitute effective delivery of such notice, consent or approval and shall be binding        on such Party as if sent by such Party.          If to Buyer:                     If to Seller:                   Polimeni International LLC       TNP SRT Portfolio II, LLC         600 Old Country Rd. Suite 425    c/o Glenborough, LLC         Garden City N.Y. 11530           66 Bovet Road, Suite 100         Att. Michael Polimeni            San Mateo, CA 94402         Fax No.: 516-740-0804            Attention: Alan Shapiro         Email: mpolimeni@polimeni.com    Fax No.: 650-343-9690                                          Email: alan.shapiro@glenborough.com                   with a copy to:                  with a copy to:                                                   Stephan Garber, Esq.             TNP SRT Portfolio II, LLC         600 Old Country Road, Suite 425  c/o Glenborough, LLC         Garden City, NY                  66 Bovet Road, Suite 100         Fax No.: 516-740-0804            San Mateo, CA 94402         Email: sgarber@polimeni.com      Attention:  G. Lee Burns, Jr.                                          Fax No.: 650-343-9690                                          Email: chip.burns@glenborough.com                                                                             Purchase and Sale Agreement                                    Page 30 of 36  963039.6  





 






         (f)   Brokers and Finder.   Seller  has  engaged  Seller’s  Broker  to  act  as  Seller’s        representative in this transaction, and Seller has sole responsibility for the payment of any        amounts due to Seller’s Broker as a result of this transaction, pursuant to a separate written        agreement.  Except as set forth in the preceding sentences of this paragraph, neither Party        has  had  any  contact  or  dealings  regarding  the  Property,  or  any communication  in       connection with the subject matter of this transaction through any real estate broker or other       person  who  can  claim  a  right  to  a  commission  or  finder’s  fee  in  connection  with  the       transactions contemplated in this Agreement.  In the event that any broker or finder perfects       a  claim  for  a  commission  or  finder’s  fee  based  upon  any  such  contact,  dealings  or       communication,  the  Party  through whom  the  broker  or  finder  makes  its  claim  shall  be       responsible for said commission or fee and shall indemnify and hold harmless the other        Party  from  and  against  all  liabilities,  losses,  costs  and  expenses  (including  reasonable        attorneys’ fees) arising in connection with such claim for a commission or finder’s fee.        The  provisions  of  this  subsection  shall  survive  the  Closing  or the  termination  of  this       Agreement.        (g)   Successors and Assigns.  Subject to the following, this Agreement shall be binding        upon,  and  inure  to  the  benefit  of,  the  Parties  and  their  respective  successors,  heirs,        administrators and assigns.  Buyer shall have the right, (i) with notice to Seller delivered        no later than two (2) Business Days prior to the Closing Date, but without Seller’s consent,        to assign this Agreement to an Affiliate of Buyer (without thereby releasing assignor of its        obligations and liabilities under this Agreement) and (ii) with notice to Seller delivered no        later than two (2) Business Days prior to the Closing Date, and subject to receipt of Seller’s        prior written consent, at Seller’s sole and absolute discretion, to assign its right, title and        interest in and to this Agreement to one or more assignees other than an Affiliate of Buyer        (without thereby releasing assignor of its obligations and liabilities under this Agreement).         Any such assignee(s) shall execute and deliver to Seller a written assignment prepared by        Buyer and reasonably acceptable to Seller, pursuant to which such assignee assumes all        obligations of Buyer, without releasing Buyer from any obligation hereunder.  Seller shall        have the right, with notice to Buyer but without Buyer’s consent, to transfer the Property        to an Affiliate of Seller and in connection therewith, assign its interest in this Agreement.         (h)   Amendments.  Except  as  otherwise  provided  herein,  this  Agreement  may  be        amended or modified only by a written instrument executed by Seller and Buyer.         (i)   Governing Law.  The substantive laws of the State in which the Property is located,        without reference to its conflict of law provisions, will govern the validity, construction,        and enforcement of this Agreement and the Transaction Documents.             (j)   Merger of Prior Agreements.  This Agreement and the Addenda, Exhibits and       Schedules hereto constitute the entire agreement between the Parties and supersede all prior        agreements and understandings between the Parties relating to the subject matter hereof.         (k)   Time for Performance.  Any time deadlines contained herein shall be calculated        by reference to calendar days unless otherwise specifically noted.  For notice purposes        hereunder, days shall be deemed to end at 5:00 P.M. California time.  In the event that any                                  Purchase and Sale Agreement                                    Page 31 of 36  963039.6  





 






         time periods for performance hereunder fall on a day that is not a Business Day, the date        for performance shall be the next following Business Day.           (l)   Enforcement.  If  either  Party  fails  to  perform  any  of  its  obligations under  this        Agreement  or  if  a  dispute  arises  between  the  Parties  concerning  the  meaning  or        interpretation of any provision of this Agreement, then the defaulting Party or the Party not        prevailing in such dispute shall pay any and all costs and expenses incurred by the other        Party on account of such default and/or in enforcing or establishing its rights hereunder,        including,  without  limitation,  arbitration  or  court  costs  and  attorneys’  fees  and        disbursements.  Any such attorneys’ fees and other expenses incurred by either Party in        enforcing a judgment in its favor under this Agreement shall be recoverable separately        from and in addition to any other amount included in such judgment, and such attorneys’        fees obligation is intended to be severable from the other provisions of this Agreement and        to survive and not be merged into any such judgment.         (m)   Time  of  the  Essence.  THE  TIME  FRAMES  AND  DEADLINES  FOR       PERFORMANCE IN THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION,       THE  TIME  FRAMES  AND  DEADLINES  SET  FORTH  IN  SECTIONS  2,  3  AND  4       WITH RESPECT TO THE EARNEST MONEY, TITLE APPROVAL AND DILIGENCE        REVIEW) HAVE BEEN NEGOTIATED BY THE PARTIES AND ARE A MATERIAL        PART  OF  THE  CONSIDERATION  BETWEEN  THE  PARTIES.   THE  PARTIES        HERETO  AGREE  THAT  TIME  IS  OF  THE  ESSENCE  WITH  RESPECT  TO  THIS        AGREEMENT, AND ALL OF THE TIME FRAMES AND DEADLINES SET FORTH        IN THIS AGREEMENT.                                 INITIALS:  Seller _____   Buyer  _____         (n)   Severability.  If any provision of this Agreement, or the application thereof to any        person, place, or circumstance, shall be held by a court of competent jurisdiction to be        invalid, unenforceable or void, the remainder of this Agreement and such provisions as        applied to other persons, places and circumstances shall remain in full force and effect.         (o)   Confidentiality.  Buyer and Seller shall each maintain as confidential any and all        material or information about the other, or in the case of Buyer and its agents, employees,        consultants and contractors, about the Property, and shall not disclose such information to       any  third  party,  except,  in  the  case  of  information  about  the  Property  or  the  Seller,  to       Buyer’s  investment  bankers,  investors,  lender  or  prospective  lenders,  insurance  and        reinsurance firms, attorneys, environmental assessment and remediation service firms and        consultants, as may be reasonably required for the consummation of this transaction and/or        as required by law.         (p)   Counterparts.  This  Agreement  may  be  executed  in  counterparts  or  duplicate        originals,  each  of  which  shall  be  deemed  an  original  but  all  or  which  together  shall        constitute as one and the same instrument, and which shall be the official and governing        version in the interpretation of this Agreement.  This Agreement may be executed and        delivered by facsimile or electronic transmission and the Parties agree that such facsimile                                  Purchase and Sale Agreement                                    Page 32 of 36  963039.6  





 






 





 






 





 






         or electronic (e.g., pdf) execution and delivery shall have the same force and effect as        delivery of an original document with original signatures, and that each Party may use such        facsimile  or  electronic  signatures  as  evidence  of  the  execution  and  delivery  of  this        Agreement by the Parties to the same extent that an original signature could be used.           (q)   Joint and Several Liability.  If Buyer is composed of more than one Person, then        each such Person comprising Buyer shall be jointly and severally liable for the obligations,        covenants and agreements created by or arising out of this Agreement.        (r)   Addenda, Exhibits and Schedules.  All addenda, exhibits and schedules referred       to herein are, unless otherwise indicated, incorporated herein by this reference as though       set forth herein in full.  The Exhibits, Addenda and Schedules to this Agreement are:               Exhibit A – Deed              Exhibit B – Assignment and Assumption of Leases              Exhibit C – Bill of Sale              Exhibit D – Assignment and Assumption of Service Contracts, Warranties and                         other General Intangibles              Exhibit E – Certificate of Transferor Other than an Individual (FIRPTA Affidavit)              Exhibit F – Form of Tenant Estoppel               Exhibit G – Form of Tenant Estoppel (Sample)              Exhibit H – Form of Seller Estoppel              Exhibit I – Form of Seller Title Affidavit                            Addendum I – Definitions              Addendum II – Seller’s Representations and Warranties                            Schedule 1 – Due Diligence Materials              Schedule 2 – Description of Land              Schedule 3 – Assumed Service Contracts             Schedule 4 – Environmental Reports             Schedule 5 – Rent Roll             Schedule 6 – Exceptions to Seller Representations and Warranties        (s)   Construction.  Headings at the beginning of each section and subsection are solely       for the convenience of the Parties and are not a part of the Agreement.  Whenever required       by the context of this Agreement, the singular shall include the plural and the masculine       shall include the feminine and vice versa.  This Agreement shall not be construed as if it       had been prepared by one of the Parties, but rather as if both Parties had prepared the same.         (t)   Tax Free Exchange.  As an accommodation  to Buyer, Seller agrees to cooperate       with Buyer to accomplish an I.R.C. Section 1031 like kind tax deferred exchange, provided       that the following terms and conditions are met; (i)  Buyer shall give Seller notice of any       desired exchange not later than five (5) days prior to the Closing Date; (ii) Seller shall in        no way be liable for any additional costs, fees and/or expenses relating to the exchange;        (iii) if, for whatever reason, the Closing does not occur, Seller shall have no responsibility                                  Purchase and Sale Agreement                                    Page 33 of 36  963039.6  





 






         or liability to the third party involved in the exchange transaction, if any; and (iv)  Seller        shall not be required to make any representations or warranties nor assume or incur any        obligations or personal liability whatsoever in connection with the exchange transaction.         Buyer indemnifies and agrees to hold Seller and each Seller Related Party harmless from        and against any and all causes, claims, demands, liabilities, costs and expenses, including        attorneys’  fees,  as  a  result  of  or  in  connection  with  any  such exchange.   As  an        accommodation  to Seller, Buyer agrees to cooperate with Seller to accomplish an I.R.C.        Section  1031  like  kind  tax  deferred  exchange,  provided  that  the  following  terms  and        conditions are met; (i)  Seller shall give Buyer notice of any desired exchange not later than        five (5) days prior to the Closing Date; (ii) Buyer shall in no way be liable for any additional        costs,  fees  and/or  expenses  relating  to  the  exchange;  (iii)  if,  for  whatever  reason,  the        Closing does not occur, Buyer shall have no responsibility or liability to the third party        involved in the exchange transaction, if any; and (iv)  Buyer shall not be required to make        any representations or warranties nor assume or incur any obligations or personal liability         whatsoever in connection with the exchange transaction.  Seller indemnifies and agrees to        hold Buyer harmless from and against any and all causes, claims, demands, liabilities, costs        and  expenses,  including  attorneys’  fees,  as  a  result  of  or  in  connection  with  any  such        exchange.                                 [Signatures on following page]                                                                            Purchase and Sale Agreement                                    Page 34 of 36  963039.6  





 






          IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first   set forth above.      SELLER:      TNP SRT PORTFOLIO II, LLC,    a Delaware limited liability company      By:          Name:          Title:                                                                                            BUYER:    POLIMENI INTERNATIONAL LLC, a   New York limited liability company      By:          Name: Michael Polimeni   Title:  Authorized Signatory                                                 Purchase and Sale Agreement                                     Page 35 of 36   963039.6  





 






 





 






 





 






   First American Title Insurance Company         The undersigned executes this Agreement for the purpose of acknowledging its agreement  to serve as escrow agent in accordance with the terms of this Agreement and to acknowledge  receipt of a fully executed copy of the Agreement.   First American Title Insurance Company   By:   ________________________   Its:  ________________________                                        Purchase and Sale Agreement                                    Page 36 of 36  963039.6  





 






                                    EXHIBIT A                                                                               DEED                                                                                                                                                      Space Above This Line for Recorder’s Use                                                                                                             SPECIAL WARRANTY DEED      THIS DEED, made and entered into as of         , 20  ,  by  and  between TNP SRT  PORTFOLIO II, LLC, a Delaware limited liability company (“Grantor”), whose mailing address is:  66 Bovet Road, Suite 100, San Mateo, CA 94402, and      , a      (“Grantee”), whose mailing address is:                    ;    WITNESSETH, for and in consideration of the sum of          Dollars ($         ) and other good and valuable consideration, receipt of which is hereby acknowledged;    Grantor does hereby sell and convey to Grantee and Grantee’s successors and assigns, the following  described real property in St. Louis County, Missouri, to wit:          SEE ATTACHED LEGAL DESCRIPTION IN EXHIBIT A;    SUBJECT TO: (a) liens, encumbrances, covenants, conditions, restrictions, rights of way, easements,  reservations  and  other  matters  of  record  or  otherwise  appearing on the land, and (b) taxes and  assessments, general and special,  not now due and payable;    TO  HAVE  AND  TO  HOLD  the  same,  together  with  all  rights,  immunities,  privileges  and  appurtenances, unto Grantee and Grantee’s successors and assigns, forever;    And the Grantor hereby covenants that it is lawfully seized of an indefeasible estate in fee simple to  these premises, and may convey the same; that these premises are free from all encumbrances except  as  set  forth  above,  and  that  Grantor  will  warrant  and  defend  the  title  to  these  premises  unto  the  Grantee,  and  Grantee’s  successors  and  assigns,  forever,  against the lawful claims of all persons  claiming through the Grantor, and none other.                                 [Signature Page Follows]                                                                         Purchase and Sale Agreement                                   Exhibit A – Deed                                     Page 1 of 3  963039.6  





 






         IN WITNESS WHEREOF, the said Grantor has hereunto set its hand and seal this ______  day of           , 20  .                                    GRANTOR:                                                                    TNP SRT PORTFOLIO II, LLC,                                  a Delaware limited liability company                                                                                                      By:_____________________________________                                  Name: __________________________________                                  Title: ___________________________________                                                                                Purchase and Sale Agreement                                   Exhibit A – Deed                                     Page 2 of 3  963039.6  





 






                                 ACKNOWLEDGMENT             A notary public or other officer completing this certificate    verifies only the identity of the individual who signed the    document to which this certificate is attached, and not the    truthfulness, accuracy, or validity of that document.               State of     )                           )   ss.   County of    )         On      , before me,                                              (here insert name   and title of officer), personally appeared          ,   who  proved  to  me  on  the  basis  of  satisfactory evidence to  be  the  person(s)  whose name(s)  is/are   subscribed to the within instrument and acknowledged to me that he/she/they executed the same in  his/her/their  authorized  capacity(ies),  and  that  by  his/her/their  signature(s)  on  the  instrument  the   person (s), or the entity(ies) upon behalf of which the person(s) acted, executed the instrument.      I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing   is true and correct.      WITNESS my hand and official seal.            ________________________________           [Seal]                                                                                           Purchase and Sale Agreement                                    Exhibit A – Deed                                      Page 3 of 3   963039.6  





 






                                        EXHIBIT A                                        TO DEED                                                                         REAL PROPERTY DESCRIPTION                                                                                                                                                                             Purchase and Sale Agreement                                       Exhibit A – Deed                                Exhibit A – Real Property Description  963039.6  





 






                                      EXHIBIT B                     ASSIGNMENT AND ASSUMPTION OF LEASES               THIS  ASSIGNMENT  AND  ASSUMPTION  OF  LEASES  (“Assignment”) dated as of   __________, 201_, is entered into by and between TNP SRT PORTFOLIO II, LLC,    a  Delaware  limited  liability  company  (“Assignor”),  and  ____________________________  a   _________________________ (“Assignee”).                                    W I T N E S S E T H:           WHEREAS, Assignor is the lessor under certain leases executed with respect to that certain   real property commonly known as 8182 North Lindberg Blvd., Florissant, MO (the “Property”),   as more fully described in Exhibit A attached hereto, which leases are described in the Rent Roll   attached hereto as Schedule 1 (the “Leases”); and           WHEREAS,  Assignor  has  entered  into  that  certain  Purchase  and  Sale  Agreement  (the   “Agreement”) by which title to the Property is being transferred to Assignee; and            WHEREAS, Assignor desires to assign its interest as lessor in the Leases to Assignee, and   Assignee desires to accept the assignment thereof;            NOW, THEREFORE, in consideration of the promises and conditions contained herein,   the Parties hereby agree as follows:           1.     Effective as of the Closing Date (as defined in the Agreement), Assignor hereby   assigns to Assignee all of its right, title and interest in and to the Leases, and any guarantees related   thereto, and Assignee hereby accepts such assignment and agrees to assume the obligations of   Landlord under the Leases; provided, however, Assignor hereby indemnifies and holds Assignee   harmless from any action, cause of action, loss, cost, claim or expense, including without limitation   reasonable attorneys’ fees arising out of or related to a breach or default on the part of Assignor as   Landlord  under  the  Leases  occurring  before  the  date  of  this  Assignment.   Assignee  hereby  indemnifies and holds Assignor harmless from any action, cause of action, loss, cost, claim or  expense, including without limitation reasonable attorneys’ fees arising out of or related to a breach  or default on the part of Assignee as Landlord under the Leases occurring on or after the date of   this Assignment.  Notwithstanding the foregoing, if Assignee acquires the Property and (i) any   Tenant Estoppel delivered to Assignee on or before the Closing identifies any event, occurrence   or matter (whether or not characterized as a breach, default or failure to perform on the part of   Assignor) as to which Assignor is or would be required to indemnify Assignee hereunder if such   event, occurrence or matter would, with the passage of time or notice or both, constitute a breach,   default  or  failure  to  perform  under  such  Lease  on  the  part  of  Assignor,  or  (ii)  Assignee  had   knowledge  as  of  or  prior  to  the  Closing  of  any  event,  occurrence  or  matter  (whether  or  not   characterized  as  a  breach,  default  or  failure  to  perform  on  the  part  of  Assignor)  as  to  which   Assignor is or would be required to indemnify Assignee hereunder if such event, occurrence or                                                                          Purchase and Sale Agreement                        Exhibit B – Assignment and Assumption of Leases                                      Page 1 of 3   963039.6  





 






   matter would, with the passage of time or notice or both, constitute a breach, default or failure to  perform under such Lease on the part of Assignor, then in either such instance Assignor shall not  be responsible for, or obligated to indemnify or hold Assignee harmless from any such event,  occurrence or matter or the resulting breach, default or failure to perform.                      2.     If either Party hereto fails to perform any of its obligations under this Assignment  or if a dispute arises between the Parties hereto concerning the meaning or interpretation of any  provision of this Assignment, then the defaulting Party or the Party not prevailing in such dispute  shall pay any and all costs and expenses incurred by the other Party on account of such default  and/or in enforcing or establishing its rights hereunder including, without limitation, court costs  and attorneys’ fees and disbursements.  Any such attorneys’ fees and other expenses incurred by  either  Party  in  enforcing  a  judgment  in  its  favor  under  this  Assignment  shall  be  recoverable  separately from and in addition to any other amount included in such judgment and such attorneys’  fees obligation is intended to be severable from the other provisions of this Assignment and to  survive and not be merged into any such judgment.         3.     This Assignment shall be binding on and inure to the benefit of the Parties hereto,  their heirs, executors, administrators, successors in interest and assigns.         4.     The substantive laws of the State of Missouri, without reference to its conflict of  law provisions, will govern the validity, construction, and enforcement of this Assignment.           5.     This Assignment may be executed in counterparts, each of which shall be deemed  an  original,  but  all  of  which  taken  together  shall  constitute  one  and  the  same  instrument.  Capitalized terms used but not defined in this Assignment have the meaning given to such terms  in the Agreement.                                [Signatures on following page]                                                                            Purchase and Sale Agreement                       Exhibit B – Assignment and Assumption of Leases                                     Page 2 of 3  963039.6  





 






         IN WITNESS WHEREOF Assignor and Assignee have executed this Assignment the  day and year first above written.    ASSIGNOR:    TNP SRT PORTFOLIO II, LLC,   a Delaware limited liability company        By:   [EXHIBIT – DO NOT SIGN]  Name:         Title:              ASSIGNEE:          ,  a             By:  [EXHIBIT – DO NOT SIGN]  Name:         Title:                                                                                     Purchase and Sale Agreement                       Exhibit B – Assignment and Assumption of Leases                                     Page 3 of 3  963039.6  





 






                                        EXHIBIT A                   TO ASSIGNMENT AND ASSUMPTION OF LEASES                                                                         REAL PROPERTY DESCRIPTION                                                                                                                                                                             Purchase and Sale Agreement                          Exhibit B – Assignment and Assumption of Leases                                Exhibit A – Real Property Description  963039.6  





 






                                       SCHEDULE 1                   TO ASSIGNMENT AND ASSUMPTION OF LEASES                                                                                    RENT ROLL                                                                                                                                                                               Purchase and Sale Agreement                          Exhibit B – Assignment and Assumption of Leases                                     Schedule 1 – Rent Roll  963039.6  





 






                                      EXHIBIT C                                                                             BILL OF SALE               For good and valuable consideration the receipt of which is hereby acknowledged, TNP   SRT PORTFOLIO II, LLC, a Delaware limited liability company (“Transferor”), does hereby  sell,  transfer,  and  convey  to  _________________________, a  _________________  (“Transferee”)  all  personal  property  owned  by  Transferor  and  located  on  or in or used in   connection  with  the  Real  Property  located  at  8182  North  Lindberg  Blvd.,  Florissant,  MO,   including, without limitation, those items described in Schedule 1 attached hereto (collectively,   the  “Personal  Property”),  pursuant  to  that  certain  Purchase  and  Sale  Agreement  between   Transferor  and  Transferee  for  the  purchase  and  sale  of  the  Real  Property  (the  “Agreement”).   Transferor is conveying the Personal Property to Transferee free and clear of free of any lien or  encumbrance thereon except as previously disclosed to and accepted by Transferee.  Capitalized  terms  used  but  not  defined  in  this  Bill  of  Sale  have  the  meaning  given  to  such  terms  in  the  Agreement.    Transferor makes no representation or warranty regarding the condition, merchantability, fitness  or usefulness of the Personal Property, and Transferee acknowledges and agrees that it is acquiring  the Personal Property in its AS-IS, WHERE-IS, WITH ALL FAULTS CONDITION, WITHOUT  WARRANTY, EITHER EXPRESS OR IMPLIED, except that all of the Personal Property will be  free of all liens and encumbrances.      This Bill of Sale shall be binding upon and inure to the benefit of the successors and assigns of  Transferor and Transferee.     The substantive laws of the State of Missouri, without reference to its conflict of law provisions,  will govern the validity, construction, and enforcement of this Bill of Sale.      This Bill of Sale may be executed in one or more counterparts, each of which shall be deemed an  original and all of which when taken together shall constitute one and the same instrument.          Dated: ____________________, 201_.                                 [Signatures on following page]                                                                              Purchase and Sale Agreement                                  Exhibit C – Bill of Sale                                      Page 1 of 2   963039.6  





 






   TRANSFEROR:    TNP SRT PORTFOLIO II, LLC,   a Delaware limited liability company      By:   [EXHIBIT – DO NOT SIGN]  Name:         Title:              TRANSFEREE:                     ,   a             By:  [EXHIBIT – DO NOT SIGN]  Name:         Title:                                                                                     Purchase and Sale Agreement                                 Exhibit C – Bill of Sale                                     Page 2 of 2  963039.6  





 






                                       SCHEDULE 1                                     TO BILL OF SALE                                                                              PERSONAL PROPERTY                                                                                       Purchase and Sale Agreement                                    Exhibit C – Bill of Sale                                  Schedule 1 – Personal Property  963039.6  





 






                                      EXHIBIT D                                                                  ASSIGNMENT AND ASSUMPTION OF     SERVICE CONTRACTS, WARRANTIES AND OTHER GENERAL INTANGIBLES               This  Assignment  and  Assumption of  Service  Contracts,  Warranties  and  Other  General   Intangibles  (“Assignment”)  is  made  and  entered  into  as  of  ________,  2018,  by  TNP  SRT  PORTFOLIO  II,  LLC,  a  Delaware  limited  liability  company  (“Assignor”),  to  _________________________, a  ________________  (“Assignee”),  pursuant  to  that  certain  Purchase and Sale Agreement (the “Agreement”) between Assignor and Assignee relating to the  real  property  owned  by  Assignor  and  located  at  8182  North  Lindberg  Blvd.,  Florissant,  MO.   Capitalized terms used but not defined in this Assignment have the meaning given to such terms  in the Agreement.    1.     For  good  and  valuable  consideration,  the  receipt  of  which  is  hereby  acknowledged,  effective  as  of  the  Closing  Date  (as  defined  in  the  Agreement),  Assignor  hereby  assigns  and  transfers unto Assignee all of its right, title, claim and interest in and under:           (a)    all warranties and guaranties made by or received from any third party with respect   to any building, building component, structure, fixture, machinery, equipment, or material situated   on,  contained  in  any  building  or  other  improvement  situated  on,  or  comprising  a  part  of  any   building  or  other  improvement  situated  on,  any  part  of  that  certain  real  property  described  in   Exhibit A attached hereto including, without limitation, those warranties and guaranties listed in   Schedule 1 attached hereto (collectively, “Warranties”); provided however, that to the extent   there  are  any  third  party  costs,  expenses  or  fees  in  connection with the assignment of any   Warranties, including, without limitation, reliance fees or transfer fees, Seller shall not be obligated   to assign such Warranties to Buyer unless Buyer pays all such costs,  expenses and fees.              (b)   all of the Service Contracts listed in Schedule 2 attached hereto; and            (c)   any General Intangibles (as defined in the Agreement).            Assignor and Assignee further hereby agree and covenant as follows:      2.    Effective as of the Closing Date, Assignee hereby assumes all of Assignor’s obligations   under the Service Contracts and agrees to indemnify, protect and defend Assignor against and hold   Assignor harmless from any and all cost, liability, loss, damage or expense, including, without   limitation, reasonable attorneys’ fees and costs and court costs, originating on or subsequent to the   Closing Date and arising out of failure on the part of Assignor to perform the obligations of owner   under the Service Contracts requiring performance on or after the Closing Date.  Assignor hereby   agrees to indemnify, protect and defend Assignee against and hold Assignee harmless from any   and all cost, liability, loss, damage or expense, including, without limitation, reasonable attorneys’                                                                           Purchase and Sale Agreement                 Exhibit D – Assignment and Assumption of Service Contracts, Warranties                                and Other General Intangibles                                        Page 1 of 3   963039.6  





 






   fees  and  costs  and  court  costs,  arising  out  of  failure  on  the  part  of  Assignor  to  perform  the  obligations of owner under the Service Contracts requiring performance prior to the Closing Date.    3.    If either Party hereto fails to perform any of its obligations under this Assignment or if a  dispute arises between the Parties hereto concerning the meaning or interpretation of any provision  of this Assignment, then the defaulting Party or the Party not prevailing in such dispute shall pay  any and all costs and expenses incurred by the other Party on account of such default and/or in  enforcing  or  establishing  its  rights  hereunder,  including,  without  limitation,  court  costs  and  attorneys’ fees and disbursements.  Any such attorneys’ fees and other expenses incurred by either  Party in enforcing a judgment in its favor under this Assignment shall be recoverable separately  from and in addition to any other amount included in such judgment, and such attorneys, fees  obligation is intended to be severable from the other provisions of this Assignment and to survive  and not be merged into any such judgment.    4.    Assignor hereby covenants that Assignor will, at any time and from time to time, upon  written request therefor, execute and deliver to Assignee any new or confirmatory instruments  which Assignee may reasonably request in order to fully assign, transfer to and vest in Assignee,  and to protect Assignee’s right, title and interest in and to, any of the items assigned herein or to  otherwise realize upon or enjoy such rights in and to those items.      5.    This Assignment shall be binding on and inure to the benefit of the Parties hereto, their  heirs, executors, administrators, successors in interest and assigns.    6.    The  substantive  laws  of  the  State  of  Missouri,  without  reference  to  its  conflict  of  law  provisions, will govern the validity, construction, and enforcement of this Assignment.      7.    This  Assignment  may  be  executed  in  counterparts,  each  of  which  shall  be  deemed  an  original, but all of which taken together shall constitute one and the same instrument.                                [Signatures on following page]                                                                              Purchase and Sale Agreement                Exhibit D – Assignment and Assumption of Service Contracts, Warranties                               and Other General Intangibles                                       Page 2 of 3  963039.6  





 






        IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment the day  and year first above written.    ASSIGNOR:    TNP SRT PORTFOLIO II, LLC,   a Delaware limited liability company                                    By:   [EXHIBIT – DO NOT SIGN]  Name:         Title:              ASSIGNEE:          ,   a             By:  [EXHIBIT – DO NOT SIGN]  Name:         Title:                                                                                       Purchase and Sale Agreement          Exhibit D – Assignment and Assumption of Service Contracts, Warranties and Guaranties,                               and Other General Intangibles                                       Page 3 of 3  963039.6  





 






                                        EXHIBIT A                                            TO                  ASSIGNMENT AND ASSUMPTION OF WARRANTIES                          AND OTHER GENERAL INTANGIBLES                                                                         REAL PROPERTY DESCRIPTION                                                                                       Purchase and Sale Agreement                  Exhibit D – Assignment and Assumption of Service Contracts, Warranties                                   and Other General Intangibles                                 Exhibit A – Real Property Description  963039.6  





 






                                       SCHEDULE 1                                            TO                  ASSIGNMENT AND ASSUMPTION OF WARRANTIES                          AND OTHER GENERAL INTANGIBLES                                                                        WARRANTIES AND GUARANTIES                                                                                       Purchase and Sale Agreement                  Exhibit D – Assignment and Assumption of Service Contracts, Warranties                                   and Other General Intangibles                                Schedule 1 – Warranties and Guaranties  963039.6  





 






                                       SCHEDULE 2                                            TO                  ASSIGNMENT AND ASSUMPTION OF WARRANTIES                          AND OTHER GENERAL INTANGIBLES                                                                              SERVICE CONTRACTS                                                                                       Purchase and Sale Agreement                  Exhibit D – Assignment and Assumption of Service Contracts, Warranties                                   and other General Intangibles                                    Schedule 2 – Service Contracts  963039.6  





 






                                    EXHIBIT E                                                                  CERTIFICATE OF TRANSFEROR                          OTHER THAN AN INDIVIDUAL                              (FIRPTA AFFIDAVIT)      Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest  must  withhold  tax  if  the  transferor is a foreign person.  To inform  _______________________________,  a  __________________________, the  transferee  of  certain real property located at 8182 North Lindberg Blvd., Florissant, MO, that withholding of  tax  is  not  required  upon  the  disposition  of  such  U.S.  real  property  interest  by  TNP  SRT  PORTFOLIO  II,  LLC,  a  Delaware  limited  liability  company  and  wholly  owned  subsidiary  of  __________________________________________  (“Transferor”),  the  undersigned  hereby  certifies the following on behalf of Transferor:          1.   Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign  estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations);         2.     Transferor  is  not  a  disregarded  entity  as  defined  in  Income  Tax  Regulations  §1.1445-2(b)(2)(iii);          3.    Transferor’s U.S. employer identification number is __________; and          4.    Transferor’s office address is:  c/o Glenborough, LLC                                            66 Bovet Road, Suite 100                                           San Mateo, CA 94402    Transferor understands that this certification may be disclosed to the Internal Revenue Service by  Transferee and that any false statement contained herein could be punished by fine, imprisonment,  or both.    Under penalty of perjury, I declare that I have examined this certificate and to the best of my  knowledge and belief it is true, correct and complete, and I further declare that I have authority to  sign this document on behalf of Transferor.         Dated: ______________________, 2018.            [EXHIBIT – DO NOT SIGN]                        on behalf of:                                              __________________________,                                             a _________________________                                                                          Purchase and Sale Agreement             Exhibit E – Certificate of Transferor Other than an Individual (FIRPTA Affidavit)  963039.6  





 






                                    EXHIBIT F                                                                  FORM OF TENANT ESTOPPEL                       (“Tenant”) hereby certifies as follows:                1. The undersigned is the Tenant under that certain Lease dated                  (as amended and supplemented by the following instruments:              _______________________________________________________              _______________________________________________________              _______________________________________________________                         (collectively,  the  “Lease”),  between  TNP  SRT  PORTFOLIO  II,  LLC  a  Delaware           limited liability company (“Landlord”) as landlord and Tenant covering a portion of           the property known as Florissant Marketplace located at _____ N. Lindbergh Blvd.,           Florissant, MO 63031 (the “Property”).  There are no amendments, modifications or          supplements to the Lease, whether oral or written, except for those set forth in this           Section 1.          2. Pursuant to the Lease, Tenant has leased approximately ______ rentable square feet of           space (the “Premises”) at the Property.  The term of the Lease terminates on                      .        3. As of the date hereof, Tenant is occupying the Premises and is paying rent on a current           basis under the Lease.        a. The minimum monthly or base rent currently being paid by Tenant for the Premises           pursuant to the terms of the Lease is [_____] per month.        b. Percentage  rent  (“Percentage  Rent”),  if  any,  due  under  the  Lease  has  been  paid           through [    ] and the amount of Percentage Rent for [               ] was [     ].        c. Estimated  common  area  maintenance,  taxes,  insurance  and  other  charges  (the           “Reimbursables”) due under the Lease are currently in the amount of $             per month.        d. Tenant has paid to Landlord a security deposit of $  (none,  if  no  figure           inserted).        4. No prepayments of rentals due under the Lease have been made for more than one           month in advance.        5. Tenant does not have any right or option to renew or extend the term of the Lease, to           lease other space at the Property, nor any preferential right to purchase all or any part           of the Premises or the Property, except as follows (if none, so state): [   ].                                  Purchase and Sale Agreement                            Exhibit F – Form of Tenant Estoppel                                     Page 1 of 3      963039.6  





 






         6. All space and improvements leased by Tenant have been completed and furnished in           accordance  with  the  provisions  of  the  Lease,  and  Tenant  has  accepted  and  taken           possession of the Premises.  Landlord has paid in full any required contribution towards           work to be performed by Tenant under the Lease, except as follows (if none, so state):           [        ].                   7. To  the  best  of  Tenant’s  knowledge,  Landlord  is  not  in  material default  in  the           performance of the terms and provisions of the Lease.  Tenant is not in any respect in           default under the Lease and has not assigned, transferred or hypothecated the Lease or           any interest therein or subleased all or any portion of the Premises.        8. There are no current offsets or credits against rentals payable under the Lease and no           free periods or rental concessions have been granted to Tenant applicable to the portion           of the term of the Lease arising from and after the date hereof, except as follows:                    .        9. Tenant has not subleased or allowed any third party to occupy any part of the Premises.        10. Neither the Lease nor any obligations of Tenant thereunder have been guaranteed by           any person or entity, except as follows (if none, so state):   .        11. None of the following have been done by, against, or with respect to Tenant: (a) the           commencement  of  a  case  under  Title  11  of  the  U.S.  Code,  as  now constituted  or           hereafter amended, or under any other applicable federal or state bankruptcy law or           other similar law; (b) the appointment of a trustee or receiver of the property of Tenant           generally; or (c) an assignment for the benefit of creditors generally.  There are no           actions,  voluntary  or  otherwise, pending  or,  to  the  best  knowledge  of  the  Tenant,           threatened  against  the  Tenant under  the  bankruptcy,  reorganization,  moratorium  or           similar laws of the United States, any state thereof or any other jurisdiction.          This  certificate  is  given  to ______________________,  a  ____________________  (  “Buyer”),  with  the  understanding  that  Landlord,  Buyer  and  Buyer’s  lenders,  successors  and  assigns will rely hereon in connection with the conveyance of the Property of which the Premises  constitute a part.  The individual signing this certificate on behalf of Tenant represents and warrants  that they are duly authorized to sign this certificate and bind Tenant.                                                                  [Signature on following page]                                     Purchase and Sale Agreement                            Exhibit F – Form of Tenant Estoppel                                     Page 2 of 3      963039.6  





 






   TENANT:         Printed name of Tenant (exactly as appears on Lease)    By:     Print Name:     Print Title:     Date:                                                                                                                  Purchase and Sale Agreement                            Exhibit F – Form of Tenant Estoppel                                     Page 3 of 3  963039.6  





 






                                        EXHIBIT G                                                                    FORM OF TENANT ESTOPPEL (SAMPLE)                                                                                                                                                                                     Purchase and Sale Agreement                                Exhibit G – Form of Seller Estoppel                                          Page 1 of 4  963039.6  





 






                                                                                                                                                                                Purchase and Sale Agreement                                Exhibit G – Form of Seller Estoppel                                          Page 2 of 4  963039.6  





 






                                                                                                                                                                                                                           Purchase and Sale Agreement                                Exhibit G – Form of Seller Estoppel                                          Page 3 of 4  963039.6  





 






                                                                                                                                                                                 Purchase and Sale Agreement                                Exhibit G – Form of Seller Estoppel                                          Page 4 of 4  963039.6  





 






                                      EXHIBIT H                                                                     FORM OF SELLER ESTOPPEL       Dated:                  Re:  Lease Pertaining to Florissant Marketplace  (the “Project”)       Ladies and Gentlemen:      The undersigned (“Seller”), in place of ____________________________ (“Tenant”) states and   declares as follows, in each instance, to the Actual Knowledge of Seller (as defined in that certain   Purchase and Sale Agreement by and between Seller and ________________ (“Buyer”) dated as  of ________, 2018 (the “Purchase Agreement”).  This Seller Estoppel shall survive the Closing of  Buyer’s acquisition of the Property for a period of six (6) months from the Closing.  Capitalized terms  used  herein  but  not  defined  herein  shall  have  the  meaning  given  to  such  terms  in  the  Purchase  Agreement.      1.    Tenant is the tenant under that certain Lease dated       (as   amended and supplemented by the following instruments:               _______________________________________________________               _______________________________________________________               _______________________________________________________                  (collectively, the “Lease”), between TNP SRT PORTFOLIO II, LLC a Delaware limited liability  company  (“Landlord”)  as  landlord  and  Tenant  covering  a  portion  of  the  property  known  as  Florissant  Marketplace  located  at  _____  N.  Lindbergh  Blvd.,  Florissant,  MO  63031  (the  “Property”).  There are no amendments, modifications or supplements to the Lease, whether oral  or written, except for those set forth in this Section 1.    2.     Pursuant to the Lease, Tenant has leased approximately ______ rentable square feet of  space (the “Premises”) at the Property.  The term of the Lease terminates on      .   3.    As of the date hereof, Tenant is occupying the Premises and is paying rent on a current   basis under the Lease.   a.    The  minimum  monthly  or  base  rent  currently  being  paid  by  Tenant  for  the  Premises   pursuant to the terms of the Lease is [_____] per month.   b.    Percentage rent (“Percentage Rent”), if any, due under the Lease has been paid through [      ] and the amount of Percentage Rent for [                      ] was [    ].   c.    Estimated  common  area  maintenance,  taxes,  insurance  and  other  charges  (the   “Reimbursables”) due under the Lease are currently in the amount of $    per month.                                   Purchase and Sale Agreement                             Exhibit H – Form of Seller Estoppel                                      Page 1 of 3  963039.6  





 






     d.    Tenant has paid to Landlord a security deposit of $   (none, if no figure inserted).   4.   No prepayments of rentals due under the Lease have been made for more than one month   in advance.   5.    Tenant does not have any right or option to renew or extend the term of the Lease, to lease   other space at the Property, nor any preferential right to purchase all or any part of the Premises or   the Property, except as follows (if none, so state): [   ].   6.    All  space  and  improvements  leased  by  Tenant  have  been  completed  and  furnished  in   accordance with the provisions of the Lease, and Tenant has accepted and taken possession of the   Premises.  Landlord has paid in full any required contribution towards work to be performed by   Tenant under the Lease, except as follows (if none, so state): [  ].               7.    Landlord is not in material default in the performance of the terms and provisions of the   Lease.  Tenant is not in any respect in default under the Lease and has not assigned, transferred or   hypothecated the Lease or any interest therein or subleased all or any portion of the Premises.   8.   There are no current offsets or credits against rentals payable under the Lease and no free  periods or rental concessions have been granted to Tenant applicable to the portion of the term of   the Lease arising from and after the date hereof, except as follows:            .   9.    Tenant has not subleased or allowed any third party to occupy any part of the Premises.   10.   Neither the Lease nor any obligations of Tenant thereunder have been guaranteed by any   person or entity, except as follows (if none, so state):   .   11.   None  of  the  following  have  been  done  by,  against,  or  with  respect  to  Tenant:  (a) the   commencement of a case under Title 11 of the U.S. Code, as now constituted or hereafter amended,   or  under  any  other  applicable  federal  or  state  bankruptcy  law  or  other  similar  law;  (b) the   appointment of a trustee or receiver of the property of Tenant generally; or (c) an assignment for   the benefit of creditors generally.  There are no actions, voluntary or otherwise, pending or, to the  best knowledge of the Tenant, threatened against the Tenant under the bankruptcy, reorganization,  moratorium or similar laws of the United States, any state thereof or any other jurisdiction.        This  certificate  is  given  to ______________________,  a  ____________________  (“Buyer”), with the understanding that Buyer and Buyer’s lenders, successors and assigns will  rely hereon in connection with the conveyance of the Property of which the Premises constitute a  part.  The individual signing this certificate on behalf of Tenant represents and warrants that they  are duly authorized to sign this certificate and bind Tenant.  If Seller is later able to deliver to  Buyer a Tenant Estoppel from any Tenant as to which Seller has provided a Seller Estoppel, the  Seller Estoppel shall be and become null and void as to each statement of fact or representation  that is substantially identical to a similar fact or representation in the Tenant Estoppel, and to the  extent the Tenant Estoppel covers in all material respects the information covered in the Seller  Estoppel, the Seller Estoppel as to such Tenant shall become null and void.                                              Purchase and Sale Agreement                             Exhibit H – Form of Seller Estoppel                                      Page 2 of 3  963039.6  





 






                                 [Signature on following page]                                          Purchase and Sale Agreement                                Exhibit H – Form of Seller Estoppel                                         Page 3 of 3  963039.6  





 






                                         EXHIBIT I                                                                     FORM OF SELLER’S TITLE AFFIDAVIT     Date:  _________, 201_      Commitment Number:  ___________ (the “Commitment”)    To  the  actual  knowledge  of  TNP  SRT  Portfolio  II,  LLC,  a  Delaware  limited  liability  company  (“Company”), the following is hereby certified to _________________ Title Insurance Company (“Title  Company”) with respect to the land described in the above Commitment.       1. The undersigned is the _________________ of the Company.       2. There have been no:         a.     Bankruptcy proceedings involving the Company or dissolution proceeding involving the               Company  during  the  time  the  Company  had  any  interest  in  the  premises  described  in               Exhibit A (“Land”), except as follows: ___________________.         b.     Tax liens filed against the Company, except as follows:     ;         c.     Unsatisfied  judgments  of  record  against  the  Company,  nor  any  actions  pending  in  any               courts, which affect the Land, except as follows:           .      3. There has/have been no labor or materials furnished to the Land at the request of the Company in        the past 180 days and there are no plans for any labor or materials to be furnished to the Land at        the request of the Company, except as follows:      .      4. There are no unrecorded contracts, leases, easements or other agreements or interest relating to the        Land except the leases shown on the rent roll attached hereto as Exhibit B, which the undersigned        certifies is a true and correct copy of the Company’s rent roll, except as follows:              .      5. There are no persons in possession of any portion of the Land other than pursuant to a recorded         document except tenants pursuant to the leases shown on the rent roll attached hereto as Exhibit B,        except as follows:      .      6. There  are  no  encroachments  or  boundary  line  questions  affecting  the  Land  of  which  the        undersigned has knowledge, other than as shown on any survey delivered to the Title Company for        purposes of issuance of an ALTA Owner’s Policy, except as follows:            .   Affiant makes this Affidavit for the purpose of inducing ______________ Title Insurance Company to  issue its policy of title insurance to ___________________________, a ____________________________  (“Purchaser”)  and  Purchaser’s  lender, ________________________,  a  __________________  (“Lender”).  This Affidavit may be relied on solely by __________________ Title Insurance Company in  connection with the issuance of title policies to Purchaser and Lender, and does not constitute or contain  representations, warranties or statements on which Purchaser or Lender may rely.                                      Purchase and Sale Agreement                             Exhibit I – Form of Seller’s Title Affidavit                                         Page 1 of 2  963039.6  





 






   The term “Actual Knowledge” of the undersigned, or references to the “knowledge” of the undersigned  means the current, actual knowledge of _______________ as of the date of this affidavit, upon due inquiry  but without imputation of matters of record or constructive knowledge.  The undersigned represents that  _________________ is the person most likely to have current, actual knowledge of the matters described  in this affidavit.      By:          Name:        Title:       [of _____________________,                          a   _________________,  Manager/Member of the Company]                                            Purchase and Sale Agreement                             Exhibit I – Form of Seller’s Title Affidavit                                         Page 2 of 2  963039.6  





 






                                          Exhibit A                                       Land Description   Real  property  in  the  City  of  _______________,  County  of  _____________,  State  of  ___________________, described as follows:                                               Purchase and Sale Agreement                             Exhibit H – Form of Seller’s Title Affidavit                                  Exhibit A – Land Description  963039.6  





 






                                          Exhibit B                                          Rent Roll                                     (See following pages)                                               Purchase and Sale Agreement                             Exhibit H – Form of Seller’s Title Affidavit                                     Exhibit B – Rent Roll  963039.6  





 






                                     ADDENDUM I                                                                             DEFINITIONS   Terms used in this Agreement shall have the meanings set forth below:   1.   2018 Stub Reconciliation.  As defined in Section 7(d)(v) of the Agreement.     2.  Actual Knowledge of Buyer (or Buyer’s Actual Knowledge.)  The knowledge of any       Responsible  Individual  of  Buyer,  without  duty  of  inquiry;  provided  that  so  qualifying       Buyer’s knowledge shall in no event give rise to any personal liability on the part of the       Responsible Individual, on account of any breach of any representation and warranty of       Buyer  herein.   Actual  Knowledge  shall  not  include  constructive knowledge,  imputed       knowledge, or knowledge Buyer or such Responsible Individual do not have but could have       obtained through further investigation or inquiry.    3.  Actual  Knowledge  of  Seller  (or  Seller’s  Actual  Knowledge.)   The  knowledge  of  any       Responsible  Individual  of  Seller,  without  duty  of  inquiry;  provided  that  so  qualifying       Seller’s knowledge shall in no event give rise to any personal liability on the part of the       Responsible Individual, on account of any breach of any representation and warranty of       Seller  herein.   Actual  Knowledge  shall  not  include  constructive  knowledge,  imputed       knowledge, or knowledge Seller or such Responsible Individual do not have but could have       obtained through further investigation or inquiry.    4.  Additional Rents.  All amounts, other than Fixed Rents, due from any Tenant under any       Lease, including without limitation, percentage rents, escalation charges for real estate taxes,       parking  charges,  marketing  fund  charges,  reimbursement  of  Expenses,  maintenance       escalation rents or charges, cost of living increases or other charges of a similar nature, if       any, and any additional charges and expenses payable under any Lease.    5.  Affiliate.   Any  Person  that,  directly  or  indirectly,  through  one  or  more  intermediaries,       controls or is controlled by or is under common control with another Person, or any successor       to a Person owned by the Persons controlling the predecessor to such successor.  An affiliate       of a Person includes any officer, director, managing member, member or general partner,       and any record or beneficial owner of more than 10% of any class of ownership interests in       such Person.      6.  Agreement.  This Agreement between Seller and Buyer, including all Addenda, Schedules       and Exhibits attached hereto and incorporated herein by reference.    7.  Approval Date.  The Business Day on or prior to the end of the Due Diligence Period on       which Buyer delivers its Approval Notice to Seller.    8.  Approval Notice.  Buyer’s notice delivered to Seller (if at all) under Section 4(l) of the       Agreement.                                                                             Purchase and Sale Agreement                                 Addendum I – Definitions                                       Page 1 of 7   963039.6  





 






     9.  Assignment of Leases.  An Assignment and Assumption of Leases in the form attached to       this Agreement as Exhibit B.      10. Assignment of Service Contracts and Warranties.  An Assignment and Assumption of       Warranties and Other General Intangibles in the form attached to this Agreement as Exhibit       D.    11. Bill of Sale.  A Bill of Sale in the form attached to this Agreement as Exhibit C.    12. Business Day.  Any day other than a Saturday, Sunday or holiday on which national banks       located in California, New York or Missouri, are authorized or required by law to close for       business.      13. Buyer.  The “Buyer” in the preamble to this Agreement.    14. Buyer’s  Agents.   The  employees,  agents,  contractors,  consultants,  officers,  directors,       representatives, managers and members of Buyer or its Affiliates, and such other Persons as       are acting under the direction of, or on behalf of, Buyer or any Affiliate of Buyer.      15. Buyer’s Broker.  None.     16. Buyer Closing Conditions.  Conditions precedent to Buyer’s obligation to consummate this       transaction, as set forth in Section 5(a).    17. Cash.  Immediately available funds to be paid by Buyer at the Closing, as provided in the       Section entitled “Consideration”.   18.  Closing.   The  delivery  of  the  Deed  and  the  other  documents  required  to  be  delivered       hereunder and the payment of the Consideration.   19.  Closing Date.  Thirty-five (35) days after Buyer’s delivery of an Approval Notice; provided,       however, the Parties shall have a one-time right to extend the Closing Date by an additional       ten (10) days upon written notice delivered by either Party to the other Party no later than       three (3) Business Days prior to the initial, scheduled Closing Date.  The exercise by either       Party of such right to extend the Closing Date shall terminate any further or other right by       either Party to extend the Closing Date.           20.  Consideration.  The total consideration to be paid by Buyer to Seller as described in the       Section entitled “Consideration.”    21.  Contracts.   The  service  contracts,  construction  contracts  for  work  in  progress,  any       warranties thereunder, management contracts, unrecorded reciprocal easement agreements,       operating  agreements,  maintenance  agreements,  franchise  agreements  and  other  similar       agreements relating to the Property.                                                                            Purchase and Sale Agreement                                 Addendum I – Definitions                                       Page 2 of 7   963039.6  





 






   22. Creditors’ Rights Laws.  All bankruptcy, insolvency, reorganization, moratorium or similar      laws  affecting  the  rights  of  creditors  generally,  as  well  as  general  equitable  principles      whether or not the enforcement thereof is considered to be a proceeding at law or in equity.   23. Day.  The term “day” used herein and not capitalized means a calendar day.     24. Deed.  A deed in the form attached to this Agreement as Exhibit A.   25. Due Diligence Materials.  The materials described in Schedule 1 to this Agreement.   26. Due  Diligence  Period.   A  period  of  time  commencing  on  the  later  to  occur  of  (i)  the      Effective Date or (ii) the date on which the Due Diligence Documents are uploaded into an      electronic data room and Buyer is given access codes to such data room,  and ending at 5:00      p.m., California time, on the date that is thirty-five (35) days after the Effective Date.    27. Earnest  Money.   The  aggregate  of  the  Initial  Earnest  Money  Deposit  and  Remaining      Earnest Money Deposit.     28. Effective Date.  The date set forth in the preamble to this Agreement.   29. Environmental Laws.  All federal, state, local or administrative agency ordinances, laws,      rules, regulations, orders or requirements relating to Hazardous Materials.   30. Environmental  Reports.   All  environmental  reports  and  investigations  relating  to  the      Property which are available to Seller, which are listed on Schedule 4 to this Agreement.   31. Existing Lender.  Keybank National Association (as agent for the Lenders).   32. Expenses.  All operating expenses normal to the operation and maintenance of the Property,      including  without  limitation:  Property  Taxes;  current  installments  of  any  improvement      bonds or assessments which are a lien on the Property or which are pending and may become      a lien on the Property; water, sewer and utility charges; amounts payable under any Contract      for  any  period  in  which  the  Closing  occurs;  and  permits,  licenses  and  inspection  fees.       Expenses shall not include expenses which are of a capital nature.   33. Expense Reimbursement.  That amount necessary to reimburse Buyer for all of its out-of-     pocket,  third-party  costs  and  expenses  related  to  the  transactions  contemplated  by  this      Agreement, including, without limitation, to consultants and for third-party reports, for legal      fees  incurred  in  connection  with  negotiating  and  entering  into a  letter  of  intent,  non-     disclosure agreement, or other preliminary document, and this Agreement, up to a maximum,      in the aggregate, of Seventy-Five Thousand and No/100ths Dollars ($75,000).   34. Fixed Rents.  The fixed periodic payments under any Lease.   35. General Intangibles.  All general intangibles relating to design, development, operation,      management and use of the Real Property; all certificates of occupancy, zoning variances,      building,  use  or  other  permits,  approvals,  authorizations,  licenses  and  consents  obtained                                                                        Purchase and Sale Agreement                                Addendum I – Definitions                                      Page 3 of 7  963039.6  





 






         from any governmental authority or other person in connection with the development, use,       operation  or  management  of  the  Real  Property;  all  engineering  reports,  architectural       drawings, plans and specifications relating to all or any portion of the Real Property, and all       payment and performance bonds or warranties or guarantees relating to the Real Property;       and all of Seller’s right, title and interest in and to any and all of the following to the extent       assignable:  trademarks,  service marks,  logos  or  other  source  and  business  identifiers,       trademark  registration  and  applications  for  registration  used  at  or  relating  to  the  Real       Property and any written agreement granting to Seller any right to use any trademark or       trademark registration at or in connection with the Real Property.   36.  Hazardous  Materials.   Any  substance  which  is  (a)  designated,  defined,  classified  or       regulated as a hazardous substance, hazardous material, hazardous waste, toxic substance,       pollutant  or  contaminant  under  any  federal  or  state  law  or  regulation, (b) a petroleum       hydrocarbon,  including  crude  oil or  any  fraction  thereof  and  all  petroleum  products,  (c)       PCBs,  (d)  asbestos  or  asbestos-containing  products,  (e)  a  flammable  explosive,  (f)  an       infectious  material,  (g)  a  radioactive  material,  (h)  a  carcinogenic, or (i) a reproductive       toxicant.   37.  Improvements.  All buildings, parking lots, parking garages, signs, walks and walkways,       fixtures and equipment and all other improvements located at or on or affixed to the Land to       the full extent that such items are owned by Seller and constitute realty under the laws of the       state in which the Land is located.   38.  Initial Earnest Money Deposit.  The initial earnest money deposit paid by Buyer pursuant       to the Section entitled “Consideration,” in the amount(s) of One Hundred Fifty Thousand       and No/100ths Dollars ($150,000.00).   39.  Land.  The land described in Schedule 2 to this Agreement, together with all appurtenances       thereto, including without limitation easements and mineral and water rights.    40. Laws.  All Environmental Laws, zoning and land use laws, and other local, state and federal       laws  and  regulations  applicable  to  the  Property,  the  Parties,  and/or  the  transactions       contemplated by this Agreement.    41. Leases.  The leases for the Tenants listed in the Rent Roll, together with any leases of all or       any portion of the Real Property executed between the Effective Date and the Closing Date,       and all amendments and modifications thereof.    42. Leasing Commission.  Commissions payable to brokers or other Persons in connection with       leasing space in the Property and for which the landlord is obligated under any Lease, or for       which Seller is obligated under any agreement made by Seller with any such Person.    43. Major Loss.  Any damage or destruction to, or condemnation of, any Real Property as to       which the cost to repair, including repair obligations under the Leases, or the value of the       portion taken, as the case may be, exceeds Three Hundred Fifty Thousand and No/100ths       Dollars ($350,000.00).                                                                          Purchase and Sale Agreement                                 Addendum I – Definitions                                       Page 4 of 7   963039.6  





 






     44. Major Tenants.  Schnucks, Gold’s Gym and Pet Supplies Plus.   45.  Material  Damage  Ceiling.   Damage  in  the  aggregate  of  Three  Hundred  Thousand  and       No/100ths Dollars ($300,000.00) suffered by Buyer as a result of any inaccuracy or breach       of any representation or warranty or covenant (on a cumulative basis and not per occurrence)       by Seller hereunder.   46.  Material Damage Floor.  Damage in excess of Fifteen Thousand and No/100ths Dollars       ($15,000.00) suffered by Buyer as a result of any inaccuracy or breach of any representation       or warranty or covenant (on a cumulative basis and not per occurrence) by Seller hereunder.   47.  Minor Loss.  Damage or destruction to, or condemnation of, any Real Property that is not a       Major Loss.   48.  Minor Tenants.  Tenants other than the Major Tenants.     49.  Monetary Liens.  As defined in the Section entitled “Approval of Title.”     50.  New Exception.  An exception to title to the Real Property that is not (i) included in or       referenced in any preliminary report delivered to Buyer prior to the Approval Date, or in any       exception document delivered to Buyer by the Title Company prior to the Approval Date,       (ii) disclosed to Buyer in any of the Due Diligence Materials, (iii) shown on or referenced       in the Survey, (iv) caused by Buyer or any of Buyer’s Agents, or (v) previously approved in       writing by Buyer or any of Buyer’s Agents.     51.  Non-Refundable Payment.  See Section 3(b).      52. Parties.  Buyer and Seller.    53. Percentage Rents.  Rents under any Lease based on a percentage of Tenant revenue, sales       or income, or on the performance of the business of any Tenant.    54. Permitted Exceptions.  The Leases and the exceptions to title approved by Buyer during       the Due Diligence Period, pursuant to the title review procedure set forth in the Agreement.    55. Person.  An individual, partnership, corporation, business trust, joint stock company, limited       liability company, trust, unincorporated association, joint venture or governmental authority.    56. Personal Property.  All of Seller’s right, title and interest in and to the personal property       and any interest therein owned by Seller or held directly for the benefit of Seller, if any,       located on the Real Property and used in the operation or maintenance of the Real Property.    57. Physical Testing.  Any physically intrusive, invasive or destructive testing or investigation       (however characterized) of, on or under the Property or any portion or part thereof, for the       presence  or  absence  of  Hazardous  Materials,  or  for  other  purposes,  including,  without       limitation, by (i) taking, sampling or testing groundwater or soils, (ii) air quality sampling       or testing, or (iii) probing, cutting, penetrating, removing or otherwise disturbing any interior                                                                          Purchase and Sale Agreement                                 Addendum I – Definitions                                       Page 5 of 7   963039.6  





 






         or exterior feature of the Land or Improvements in order to sample, test, observe or monitor       normally inaccessible areas, components, features or systems.   58.  Property.  The Real Property, the Leases, the Personal Property, the General Intangibles,       and  the  Contracts  (excluding  Contracts  to  be  terminated  by  Seller  pursuant  to  this       Agreement).   59.  Property Taxes.  As defined in Section 7(c)(ii)(c), entitled “Property Taxes.”      60. Real Property.  The Land and Improvements.    61. Remaining  Earnest  Money  Deposit.   The  additional  earnest  money  deposit(s)  paid  by       Buyer on or after the Approval Date pursuant to the Section entitled “Consideration”, in the       amount of One Hundred Fifty Thousand and No/100ths Dollars ($150,000.00).    62. Rent Roll.  The list of each of the Tenants under Leases as of the date of this Agreement,       attached to this Agreement as Schedule 5.    63. Rents.  Fixed Rents and Percentage Rents.     64. Required  Tenants.   The  Major  Tenants  and,  in  addition,  Minor  Tenants  which  in  the       aggregate occupy fifty percent (50%) of the rentable area of the Property occupied by all       Minor Tenants.      65. Responsible Individuals.  With respect to Buyer:  ________________; and with respect to       Seller: Alan Shapiro.    66. Seller.  The “Seller” in the preamble to this Agreement.    67. Seller  Related  Party.   Seller,  any  Affiliate  of  Seller,  and  any  of  its  or  their  respective       shareholders,  partners,  members,  managers,  officers,  directors,  employees,  contractors,       agents, attorneys or other representatives of Seller.    68. Seller’s Broker.  CBRE, Inc.     69. Seller Closing Conditions.  Conditions precedent to Seller’s obligation to consummate this       transaction, as set forth in Section 5(b).    70. Seller Estoppel.  As defined in Section 8(b).    71. Service  Contracts.   All  Contracts  involving  ongoing  services  and  periodic  payment       therefor, as distinguished from franchise agreements, easements, guarantees, warranties and       the like.   72.  SNDA.  As defined in Section 8(d).                                                                            Purchase and Sale Agreement                                 Addendum I – Definitions                                       Page 6 of 7   963039.6  





 






     73. Survey.  That certain Land Title Survey of the Property delivered to Buyer with the Due       Diligence Materials.      74. Tenant(s).  Tenants under the Leases and listed on the Rent Roll.    75. Tenant Estoppel(s).  Estoppel certificates in the form of Exhibit F or Exhibit G to this       Agreement, which was approved and accepted by Seller’s Existing Lender in connection       with its 2017 financing of the Property, or such other form as may be prescribed in the Tenant       Lease or otherwise permitted under this Agreement, in accordance with the Section entitled       “Tenant Estoppel(s).”      76. Tenant  Improvement  Allowances.   Tenant  improvement  allowances  and/or  tenant       improvement costs which the landlord is responsible to pay to a Tenant or reimburse to a       Tenant under its Lease.    77. Title Company.  First American Title Insurance Company – National Commercial Services,       at its office located at 2755 Campus Drive, Suite 125, San Mateo, CA 94403; Attention:       Erwin  J.  Broekhuis,  Commercial Escrow  Officer,  (650)  356-1729  (direct),  email       ebroekhuis@firstam.com.   78.  Title Policy.  An owner’s standard coverage ALTA title policy, issued by Title Company in       the amount of the Consideration, showing title vested in Buyer subject only to the Permitted       Exceptions.   79.  Transaction Documents.  The Deed, Bill of Sale, Assignment of Service Contracts and       Warranties, Assignment of Leases, and any and all other agreements entered into by the       Parties in connection with the Closing.                                                                                            Purchase and Sale Agreement                                 Addendum I – Definitions                                       Page 7 of 7   963039.6  





 






                                   ADDENDUM II                                                         SELLER’S REPRESENTATIONS AND WARRANTIES   Seller hereby represents and warrants to Buyer as follows:   A.    Organization and Authorization         1.    Seller is a limited liability company duly organized, validly existing and in good        standing under the laws of the State of Delaware, and is qualified to do business in the state        of where the Property is located.           2.    Seller has full power and authority to execute and deliver this Agreement and to        perform all of the terms and conditions hereof to be performed by Seller and to consummate        the transactions contemplated hereby.  This Agreement and all documents executed by        Seller which are to be delivered to Buyer at Closing have been duly executed and delivered        by Seller and are or at the time of Closing will be the legal, valid and binding obligation of        Seller  and  is  enforceable  against  Seller  in  accordance  with  its  terms,  except  as  the        enforcement thereof may be limited by applicable Creditors’ Rights Laws.  Seller is not        presently subject to any bankruptcy, insolvency, reorganization, moratorium, or similar        proceeding.         3.    The  individuals  and  entities  executing  this  Agreement  and  the  instruments        referenced herein on behalf of  Seller and its constituent entities, if any, have the legal        power, right and actual authority to bind Seller to the terms and conditions hereof and        thereof.         4.    Neither the execution and delivery of this Agreement, the consummation of the        transactions  contemplated  by  this  Agreement,  nor  the  compliance  with  the  terms  and        conditions hereof will violate or conflict, in any material respect, with any provision of        Seller’s organizational documents or to Seller’s Actual Knowledge any statute, regulation        or rule, or, to Seller’s Actual Knowledge, any injunction, judgment, order, decree, ruling,        charge or other restrictions of any government, governmental agency or court to which        Seller is subject, and which violation or conflict would have a material adverse effect on        Seller.  Seller is not a party to any contract or subject to any other legal restriction that        would prevent fulfillment by Seller of all of the terms and conditions of this Agreement or        compliance with any of the obligations under it.   B.    Title Matters         1.    Possession; No Transfers.  There are no adverse or other parties in possession of        the Property, or any part thereof, with the consent of Seller except Seller and Tenants.         Seller has not granted to any Person any license, easement, lease, or other right relating to        the use or possession of the Property or any part thereof, except Tenants or as set forth in        the matters shown of record.                                                                         Purchase and Sale Agreement                      Addendum II – Seller’s Representations and Warranties                                     Page 1 of 5  963039.6  





 






     C.    Property Condition, Use and Compliance          1.    Compliance with Laws.  Except as disclosed in the Due Diligence Materials or set         forth  on  Schedule  6  to  this  Agreement,  to  Seller’s  Actual  Knowledge,  Seller  has  not         received  written  notice  that  the  use  or  operation  of  the  Property  is  in  violation  of  any         applicable Laws.          2.    No Regulatory Proceedings.  Except as set forth on Schedule 6 to this Agreement,         to  Seller’s  Actual  Knowledge,  Seller  has  not  received  any  written  notice  of  any         condemnation, environmental, zoning or other land-use regulation proceedings that have         been instituted, or are planned to be instituted, which directly identify any of the Property,         nor has Seller received written notice of any special assessment proceedings affecting any        of the Property.  Seller shall notify Buyer promptly of any such proceedings of which any        Seller becomes aware prior to Closing.         3.    Environmental Matters. To the Actual Knowledge of Seller and except as set        forth in the Due Diligence Materials, there are no Hazardous Materials on or under the        Property  in  violation  of  Environmental  Laws  or  which  would  require  remediation  or        mitigation under Environmental Laws.    D.    The Leases         1.    Rent Roll.  The Rent Roll attached hereto completely and accurately reflects the         material terms and conditions of all Leases affecting the Property in all material respects         as of its date.  Except as disclosed on the Rent Roll, to the Actual Knowledge of Seller,         there  are  no  other  Tenants  at  the  Property,  and  no  Rents  under any  Lease  have  been         collected in advance of the current month.  The Rent Roll shall be updated at the Closing         to reflect any changes which occur after the Effective Date.            2.    Security Deposits.  The Rent Roll sets forth all cash security deposits held by Seller         under the Leases.  Seller has not received from any Tenant or any other Person written         notice of any claim (other than for customary refund at the expiration of a Lease) to all or         any part of any security deposit, except as set forth on the Rent Roll and/or the Tenant         Estoppels. The only letter of credit delivered as security under any Lease, for Gold’s Gym,         terminates without requirement for renewal or replacement, on October 14, 2018.          3.    Leases.  Except as disclosed in the Due Diligence Materials or set forth in Schedule         6 to this Agreement: (i) the Leases set forth on the Rent Roll have not been modified or         amended except as set forth on the Rent Roll; (ii) Seller has provided to Buyer complete         copies of all of such Leases identified on the Rent Roll; (iii) to Seller’s Actual Knowledge,         Seller is not in default under any such Lease and no Tenant has delivered written notice to         Seller of a default on the part of Seller under its Lease, (iv) to Seller’s Actual Knowledge,         no Tenant is in default under any such Lease, (v) no Tenant has asserted any defense or         set-off against the payment of rent in connection with its Lease or has contested any tax,         operating cost or other escalation payments or occupancy charges payable under its Lease,         (vi) the Leases delivered to Buyer by Seller are all the Lease documents and/or occupancy                                                                          Purchase and Sale Agreement                       Addendum II – Seller’s Representations and Warranties                                      Page 2 of 5   963039.6  





 






           agreements with respect to the Property in Seller’s possession or control, and are true and         complete  copies  of  the  Leases,  and  from  and  after  August  2013, there  are  no  oral         understandings or side agreements by Seller with any tenant of the Property that has not         been reduced to a writing, and which is not set forth among the Leases, and no amendment,         modification or supplement of any kind of such Leases exist, other than as specified in the         Due Diligence Materials, (vii) each of the existing Tenants are current in the payment of         rent and common area maintenance charges in accordance with their respective Leases,         unless otherwise stated as a delinquency in Schedule 6 hereto, (viii) the rent and additional         rent set forth in the Rent Roll is currently being billed to the Tenants, (ix) the existing         Tenants, to Seller’s actual knowledge, as of the date hereof have not assigned their Leases        or sublet any part of their leased premises, and (x) no Tenants are entitled to any allowances        or free rent for any period after the Closing.  The landlord under each Lease is not obligated        to complete or pay for any improvements, or to advance any tenant allowance, except for        improvements and allowances fully paid for or advanced prior to the Effective Date and        except as disclosed in the Leases, and there are no leasing commissions due and payable        for any tenants shown on the Rent Roll.  To the extent Buyer is delivered and accepts a        Tenant  Estoppel  as  to  any  Lease,  and  the  terms  of  such  Tenant  Estoppel  address  in        substance the substance of all or any part of Seller’s representations and warranties in this        subsection D and its subparts, such representation and warranties of Seller shall, to the        extent covered by the substance of such Tenant Estoppel, be superseded and replaced and        shall be of no force or effect with respect to such Lease and Tenant.     E.    Other Matters         1.    No Litigation.  Except as set forth on Schedule 6 to this Agreement there is no         litigation pending or, to Seller’s Actual Knowledge, threatened: (i) against Seller or the         Property  that  arises  out  of  the  ownership  of  the  Property  or  that  might  materially  and         detrimentally affect the value or the use or operation of any of the Property for its intended         purpose or the ability of such Seller to perform its obligations under this Agreement; or (ii)         by Seller against any Tenant.  Seller shall notify Buyer promptly of any such litigation of         which Seller becomes aware before Closing.          2.    No  Contracts  for  Improvements.   Except  in  connection  with  any  new  leases         executed after the Effective Date and prior to Closing, at the time of Closing there will be         no  outstanding  written  or  oral  contracts  made  by  Seller  for  any  improvements  to  the         Property which have not been fully paid for and Seller shall cause to be discharged all         mechanics’ and materialmen’s liens arising from any labor or materials furnished to the         Property prior to the time of Closing under contracts for such labor or materials made by         Seller.          3.    Exhibits and Schedules.  The Schedules attached hereto, as provided by or on         behalf of Seller, completely and correctly present in all material respects the information         required by this Agreement to be set forth therein, provided, however, that as set forth in         more  detail  in  the  Agreement,  Seller  makes  no  representation  or  warranty  as  to  the         completeness  or  accuracy  of  any  materials  contained  in  the  Schedules  that  have  been         prepared by third parties unrelated to Seller.                                                                          Purchase and Sale Agreement                       Addendum II – Seller’s Representations and Warranties                                      Page 3 of 5   963039.6  





 






         4.    Seller Not a Foreign Person.  Seller is not a “foreign person” within the meaning        of Section 1445(f)(3) of the Internal Revenue Code.         5.    Patriot Act.  Seller is not, nor is any person who owns a controlling interest in or        otherwise controls Seller, (a) listed on the Specially Designated Nationals and Blocked        Persons List maintained by OFAC, Department of the Treasury, and/or on any other similar        list maintained by the OFAC pursuant to any OFAC Laws and Regulations; or (b) a person        either (i) included within the term “designated national” as defined in the Cuban Assets        Control Regulations, 31 C.F.R. Part 515, or (ii) designated under any Executive Orders.         Neither Seller nor any of its principals or affiliates is (x) a person or entity with which        Buyer is prohibited from dealing or otherwise engaging in any transaction by any Anti-       Terrorism Law, or that commits, threatens or conspires to commit or supports “terrorism”        as defined in the Executive Orders, or (y) is directly or indirectly affiliated or associated        with a person or entity listed in the preceding clause (x).  To the best knowledge of Seller,        neither Seller nor any of its principals or affiliates, nor any brokers or other agents acting        in  any  capacity  in  connection  with  the  transactions  contemplated  herein  (I)  directly  or        indirectly deals in, or otherwise engages in any transaction relating to, any property or        interests in property blocked pursuant to the Executive Orders, (II) directly or indirectly        engages in any transaction in violation of any Laws relating to drug trafficking, money        laundering or predicate crimes to money laundering or (III) engages in or conspires to        engage in any transaction that evades or avoids, or has the purpose of evading or avoiding,        or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.           6.    Seller’s Due Diligence Materials.  To the Actual Knowledge of Seller, the Due        Diligence Materials delivered to Buyer pursuant to this Agreement are complete, true and        correct copies of the Due Diligence Materials in Seller’s possession.          7.    As of the Effective Date, Seller has no actual knowledge that any Major Tenant        intends  to  cease  operations  from  the  Property  or  that  it  intends  to  file  for  bankruptcy        protection from its creditors.           8.    Seller  has  no  employees  at  the  Property  and  is  not  a  party  to  any  collective        bargaining agreement.   F.    Miscellaneous         1.    Timeliness  of  Representations  and  Warranties.  All representations and        warranties set forth herein shall be deemed to be given as of the Effective Date and the        Closing Date unless Seller otherwise notifies Buyer in writing prior to the Closing.         2.    Materiality Limitation.  Buyer shall not be entitled to any right or remedy for any        inaccuracy in or breach of any representation, warranty or covenant under this Agreement        or any conveyance document unless the amount of damages proximately caused thereby        exceeds the Material Damage Floor, and in no event shall the damages for which Seller is        liable hereunder for any such inaccuracies or breaches exceed in the aggregate the Material        Damage Ceiling.                                                                        Purchase and Sale Agreement                      Addendum II – Seller’s Representations and Warranties                                     Page 4 of 5  963039.6  





 






         3.    Continuation  and  Survival  of  Representations  and  Warranties,  Etc.  All        representations and warranties by the respective Parties contained herein or made in writing        pursuant to this Agreement are intended to and shall remain true and correct as of the time       of Closing, shall be deemed to be material, and, together with all conditions, covenants and       indemnities made by the respective Parties contained herein or made in writing pursuant to       this Agreement (except as otherwise expressly limited or expanded by the terms of this       Agreement), shall survive the execution and delivery of this Agreement and shall survive       the Closing for a period of six (6) months after the Closing, or, to the extent the context       requires, beyond any termination of this Agreement for a period of six (6) months.  Any       claim for breach of a representation and warranty given hereunder must be filed and served       within such six (6) month period, or be deemed waived and released.                                                                                           Purchase and Sale Agreement                      Addendum II – Seller’s Representations and Warranties                                     Page 5 of 5  963039.6  





 






                                       SCHEDULE 1                                                                           FLORISSANT MARKETPLACE                                                                            DUE DILIGENCE MATERIALS                                                     ALTA Survey            o  ALTA/NSPS Land Title Survey prepared by American National dated October 30, 2017       CAM Recs (Cam, Insurance & Taxes)            o  2017 CAM Recovery Schedules            o  2016 CAM Recovery Schedules            o  2015 CAM Recovery Schedules            o  2014 CAM Recover Schedules        Certificates of Occupancy        Easement and Restrictions            o  Commerce Bank                   .  Easement and Restriction Agreement dated November 15, 2002            o  Wendy’s                   .  Reciprocal Easement Agreement dated September 19, 2002        Environmental            o  Phase I Environmental Site Assessment Report prepared by NDDS, dated June 6, 2017            o  Phase I Environmental Site Assessment prepared by Gabion, dated April 18, 2012            o  Department of the Army letter dated May 3, 2017            o  Department of the Army letter dated August 15, 2016            o  Department of the Army letter dated August 5, 2016            o  Department of the Army letter dated January 15, 2016        Leases            o  Automobile Club of Missouri dba AAA                   .  Lease Agreement dated October 29, 2007                   .  First Amendment to Lease dated April 1, 2010                   .  Second Amendment to Lease dated December 12, 2017            o  Bandana’s Missouri, L.L.C., dba Bandana’s Bar‐B‐Q                   .  Lease Agreement dated June 17, 2002                   .  First Amendment to Lease dated November 6, 2012                   .  Lease Commencement Memorandum dated May 20, 2013                  .   Second Amendment to Leases dated April 18, 2017                  .   Assignment and Assumption Agreement dated July 1, 2003                  .   Consent letter from Schnucks dated January 8, 2018            o  Buff Enterprises, L.L.C., dba Supplement Store                  .   Retail Lease dated November 1, 2011                                                                                Purchase and Sale Agreement                               Schedule 1 – Due Diligence Materials                                         Page 1 of 3  963039.6  





 






                   .   First Amendment to Lease dated April 25, 2017            o  Gold’s Gym International, Inc                  .   Lease dated April 18, 2006                  .   Gold’s Gym letter dated October 1, 2007                  .   Memorandum of Lease dated November 9, 2007            o  Holtzman Enterprises, Inc., dba Great Clips                   .  Lease dated November 1, 2001                   .  First Amendment to Lease dated April 12, 2012                  .   Second Amendment to Lease dated February 28, 2017            o  Emily M. Chau                  .   Lease dated May 23, 2002                  .   Commencement Agreement dated November 1, 2002                  .   First Amendment to Florissant Marketplace Lease Agreement dated July 20,                      2007                  .   Second Amendment to Lease dated April 12, 2012                  .   Third Amendment to Lease dated April 25, 2017                  .   Assignment of Lease Agreement dated December 1, 2010                  .   Landlord Consent to Assignment of Lease dated December 1, 2010            o  D‐K Enterprises of Fordland, LLC dba Papa Murphy’s                  .   Retail NNN Lease dated August 13, 2008                  .   Guaranty of Lease dated August 11, 2008                  .   Amendment to Lease dated August 17, 2009                  .   Second Amendment to Lease dated September 10, 2015                  .   Consent letter from Schnucks dated January 8, 2018            o  Maxem Inc., dba Plato’s Closet                  .   Retail Lease Agreement dated April 13, 2010                  .   First Amendment to Lease dated October 30, 2015            o  Quest Diagnostics Clinical Laboratories, Inc.                  .   Retail Lease dated February 25, 2016                  .   Notice of Lease Term Dates dated March 2, 2016            o  Schnuck Markets, Inc                   .  Lease Agreement dated November 26, 2001            o  Sprint Spectrum L.P.                   .  Lease Agreement dated July 19, 2002                   .  Lease Extension Agreement dated May 2, 2007                   .  Lease Extension Agreement dated June 15, 2008                   .  Exercise of renewal dated August 5, 2008                   .  Exercise of renewal dated July 23, 2013                   .  Assignment of Lease dated May 1, 2015                   .  Agreement dated June 2, 2017                                                                                Purchase and Sale Agreement                               Schedule 1 – Due Diligence Materials                                         Page 2 of 4  963039.6  





 






             o  SVS Vision                   .  Lease dated August 4, 2003                   .  Amendment to Lease dated November 3, 2008                   .  Second Amendment to Lease dated April 1, 2012                  .   Third Amendment to Lease dated March 2, 2017                  .   Assignment and Assumption of Lease, Landlord’s Consent and Fourth                      Amendment to Lease dated April 30, 2018                   .  Sublease Agreement dated April 4, 2018                   .  Guaranty dated April 4, 2018                  o  Weight Watchers North America, Inc, dba Weight Watchers                   .  Retail Lease Agreement dated August 6, 2010                   .  Lease Commencement Acknowledgement dated October 5, 2010                  .   First Amendment to Lease dated November 30, 2015                  .   Ownership Change Letter dated May 21, 2012                  .   Letter dated September 27, 2016                  .   Letter dated November 6, 2012                  .   Property Management Change Letter dated August 16, 2013            o  GSR Restaurants MO, LLC dba Wingstop                  .   Lease dated August 5, 2002                  .   Commencement Agreement dated January 21, 2003                  .   First Amendment to Lease dated October 3, 2007                  .   Second Amendment to Lease and Assignment of Lease dated January 25, 2012                  .   Third Amendment to Lease dated August 4, 2016                  .   Consent letter from Schnucks dated January 8, 2018       Operating Statements            o  Operating Statement as of December 31, 2014            o  Operating Statement as of December 31, 2015            o  Operating Statement as of December 31, 2016            o  Operating Statement as of December 31, 2017       Property Taxes            o  Locator No. 08K220204 for 2014            o  Locator No. 08K220204 for 2015            o  Locator No. 08K220204 for 2016            o  Locator No. 08K220204 for 2017            o  Locator No. 08K240961 for 2014            o  Locator No. 08K240961 for 2015            o  Locator No. 08K240961 for 2016            o  Locator No. 08K240961 for 2017        Rent Roll                                                                               Purchase and Sale Agreement                               Schedule 1 – Due Diligence Materials                                         Page 3 of 4  963039.6  





 






             o  Rent Roll dated September 1, 2018        Service Contracts            o  Landscaping‐Brightview Landscapes LLC, dated March 3, 2017            o  Yearly Fire Sprinkler Inspection‐Gateway Fire Protection, dated March 17, 2017            o  Snow Removal‐BSR Services Inc., dated September 1, 2017            o  Day Porter‐Corporate Maintenance Management Services, dated June 1, 2014            o  Trash Removal‐Republic Services, dated October 3, 2017        Tenant Sales        Zoning            o  Final Zoning Compliance Report prepared by Global Zoning, dated October 9, 2017         3 months Tenant invoices/statements                                                                                Purchase and Sale Agreement                               Schedule 1 – Due Diligence Materials                                         Page 4 of 4  963039.6  





 






                                       SCHEDULE 2                                                                             DESCRIPTION OF LAND        PARCEL 1:    LOTS 1A AND 1B OF FLORISSANT MARKET PLACE PLAT 2, ACCORDING TO THE PLAT THEREOF  RECORDED IN PLAT BOOK 354, PAGE 821 OF THE ST. LOUIS COUNTY, MISSOURI RECORDS.  BEING ALSO THE LAND DESCRIBED AS:    ALL OF LOT 1A AND LOT 1B OF FLORISSANT MARKET PLACE PLAT 2, ACCORDING TO THE PLAT  THEREOF RECORDED IN PLAT BOOK 354 PAGE 821 OF THE ST. LOUIS COUNTY RECORDS, BEING MORE  PARTICULARLY DESCRIBED AS FOLLOWS:    BEGINNING AT A POINT OF THE SOUTHEASTERLY LINE OF STATE HIGHWAY 67 (ALSO KNOWN AS  LINDBERGH BLVD.), SAID POINT ALSO BEING ON THE NORTHERN CORNER OF LOT 3A OF FLORISSANT  MARKET PLACE PLAT 2, AS RECORDED IN PLAT BOOK 354 PAGE 821 OF THE ST. LOUIS COUNTY  RECORDS, SAID POINT MARKED BY A CHISELED CROSS IN A CONCRETE CURB FOUNT 0.19’ S. & 0.22’  E. THEREOF;    COURSE 1: THENCE N. 40°51’15” E. 111.94’ TO A POINT REFERENCED BY A RIGHT OF WAY MARKER  FOUND 0.60’ S. & 1.16’ E. THEREOF;    COURSE 2: THENCE ALONG A CURVE TO THE RIGHT WITH A RADIUS OF 43.50’, A LENGTH OF 12.04’,  AND A CHORD BEARING N. 5°10’55” E. TO A POINT REFERENCED BY A 1⁄2 REBAR WITH CAP FOUND  0.67’ S. & 1.09’ E. THEREOF;    COURSE 3: THENCE N. 40°51’15” E. 249.68’ TO A POINT REFERENCED BY A PK NAIL FOUND 0.12’ S. &  0.05’ E. THEREOF;    COURSE 4: THENCE S. 49°8’45” E. 135.90’ TO A POINT REFERENCED BY A RAIL SPIKE FOUND 0.07’ S. &  0.03’ E. THEREOF;    COURSE 5: THENCE ALONG A CURVE TO THE LEFT WITH A RADIUS OF 25.00’, A LENGTH OF 39.27’,  AND A CHORD BEARING N. 85°51’11” E. TO A POINT REFERENCED BY A COTTON PICKER SPINDLE  FOUND 0.16’ S. & 0.10’ E. THEREOF;    COURSE 6: THENCE N. 40°51’15” E. 206.57’ TO A COTTON PICKER SPINDLE SET IN ASPHALT;    COURSE 7: THENCE ALONG A CURVE TO THE LEFT WITH A RADIUS OF 20.00’, A LENGTH OF 31.42’,  AND A CHORD BEARING N. 4°8’49” W. TO A COTTON PICKER SPINDLE;    COURSE 8: THENCE N. 49°8’45” W. 140.89’ TO A POINT REFERENCED BY A COTTON PICKER SPINDLE  FOUND 0.09’ S. & 0.05’ W. THEREOF;    COURSE 9: THENCE N. 40°51’15” E. 45.42’ TO APPOINT REFERENCED BY A RAIL SPIKE WITH PUNCH  FOUND 0.06’ N. & 0.03’ E. THEREOF;                                                                                  Purchase and Sale Agreement                                 Schedule 2 – Description of Land                                         Page 1 of 3  963039.6  





 






   COURSE 10: THENCE S. 49°8’45” E. 349.05’ TO A POINT REFERENCED BY A 1⁄2 REBAR WITH CAP  FOUND 0.09’ N. & 0.01’ E. THEREOF;    COURSE 11: THENCE N. 40°51’15” E. 374.63’ TO A POINT IN A STEEP BANKED EROSIVE GULLY;    COURSE 12: THENCE S. 53°1’0” E. 343.12’ TO A POINT IN COLDWATER CREEK;    COURSE 13: THENCE S. 40°51’53” W. 110.40’ TO A POINT IN COLDWATER CREEK;    COURSE 14: THENCE ALONG A CURVE TO THE LEFT WITH A RADIUS OF 1432.40’, A LENGTH OF  1005.84’, AND A CHORD BEARING S. 20°45’2” W. TO A POINT REFERENCED BY A 1⁄2 INCH REBAR WITH  CAP FOUND 10.79’ N. & 50.14’ W. THEREOF;    COURSE 15: THENCE S. 0°37’53” W. 26.86’ TO A POINT REFERENCED BY A 1⁄2” REBAR WITH CAP  FOUND 37.65’ N. & 49.84’ W. THEREOF;    COURSE 16: THENCE N. 53°0’32” W. 175.08’ TO A POINT REFERENCED BY A 1⁄2W REBAR WITH CAP  FOUND 0.01’ S. & 0.07’ W. THEREOF;    COURSE 17: THENCE S. 36°59’28” W. 260.00’ TO A POINT REFERENCED BY A 1/2K REBAR FOUND 0.08’  W. THEREOF; COURSE 18: THENCE ALONG A CURVE TO THE LEFT WITH A RADIUS OF 65.00’, A  LENGTH OF 55.92’, AND A CHORD BEARING N. 77°39’19” W. TO A POINT REFERENCED BY A REBAR  WITH MARRED CAP FOUND BELOW THE PAVEMENT 0.12’ N. & 0.04’ W. THEREOF;    COURSE 19: THENCE ALONG A CURVE TO THE RIGHT WITH A RADIUS OF 50.00’, A LENGTH OF 43.01’,  AND A CHORD BEARING N. 77°39’15” W. TO A RAIL SPIKE WITH PUNCH IN ASPHALT FOUND 0.27’ N. &  0.04’ E. THEREOF;    COURSE 20: THENCE N. 53°0’32” W. 572.23’ TO APPOINT REFERENCED BY A CHISELED CROSS 0.47’ S.  & 0.97’ E. THEREOF;    COURSE 21: THENCE N. 37°1’33” E. 367.17’ TO A COTTON PICKER SPINDLE SET IN ASPHALT;  COURSE 22: THENCE ALONG A CURVE TO THE LEFT WITH A RADIUS OF 20.00’, A LENGTH OF 31.09’,  AND A CHORD BEARING N. 7°30’27” W. TO A COTTON PICKER SPINDLE SET IN ASPHALT;    COURSE 23: THENCE N. 52°2’28” W. 132.23’ TO A 1⁄2 INCH REBAR WITH CAP FOUND 0.19’ S. & 0.18’ E.  THEREOF;    COURSE 24: THENCE ALONG A CURVE TO THE LEFT WITH A RADIUS OF 60.00’, A LENGTH OF 63.03’,  AND A CHORD BEARING N. 82°8’7” W. TO THE POINT OF BEGINNING.    PARCEL 2:    RECIPROCAL EASEMENT ACCORDING TO INSTRUMENT RECORDED IN BOOK 14157 PAGE 71 OF THE  ST. LOUIS COUNTY, MISSOURI, RECORDS.    PARCEL 3:    RECIPROCAL EASEMENT ACCORDING TO INSTRUMENT RECORDED IN BOOK 14327 PAGE 1844 OF THE  ST. LOUIS COUNTY, MISSOURI, RECORDS.    PARCEL 4:                                                                               Purchase and Sale Agreement                                 Schedule 2 – Description of Land                                         Page 2 of 3  963039.6  





 






     RECIPROCAL EASEMENT ACCORDING TO INSTRUMENT RECORDED IN BOOK 14913 PAGE 2217 OF THE  ST. LOUIS COUNTY, MISSOURI, RECORDS.                                                                                     Purchase and Sale Agreement                                 Schedule 2 – Description of Land                                         Page 3 of 3  963039.6  





 






                                       SCHEDULE 3                                                                        ASSUMED SERVICE CONTRACTS                                                                                                                          [TO COME IN DILIGENCE]                                                                                                                                Purchase and Sale Agreement                              Schedule 3 – Assumed Service Contracts    963039.6  





 






                                       SCHEDULE 4                                                                           ENVIRONMENTAL REPORTS                                                                                                      Phase I Environmental Site Assessment Report prepared by NDDS, dated June 6, 2017             Phase I Environmental Site Assessment prepared by Gabion, dated April 18, 2012             Department of the Army letter dated May 3, 2017             Department of the Army letter dated August 15, 2016             Department of the Army letter dated August 5, 2016             Department of the Army letter dated January 15, 2016                                                                                                                                                                                                                                                                        Purchase and Sale Agreement                                Schedule 4 – Environmental Reports  963039.6  





 






                                          SCHEDULE 5                                          RENT ROLL                                                                                                                                                                                         Purchase and Sale Agreement                                        Schedule 5 – Rent Roll                                             Page 1 of 8  963039.6  





 






                                                                                         Purchase and Sale Agreement                                        Schedule 5 – Rent Roll                                             Page 2 of 8  963039.6  





 






                                                                                         Purchase and Sale Agreement                                        Schedule 5 – Rent Roll                                             Page 3 of 8  963039.6  





 






                                                                                         Purchase and Sale Agreement                                        Schedule 5 – Rent Roll                                             Page 4 of 8  963039.6  





 






                                                                                         Purchase and Sale Agreement                                        Schedule 5 – Rent Roll                                             Page 5 of 8  963039.6  





 






                                                                                         Purchase and Sale Agreement                                        Schedule 5 – Rent Roll                                             Page 6 of 8  963039.6  





 






                                                                                         Purchase and Sale Agreement                                        Schedule 5 – Rent Roll                                             Page 7 of 8  963039.6  





 






                                                                                                                                                                               Purchase and Sale Agreement                                        Schedule 5 – Rent Roll                                             Page 8 of 8  963039.6  





 






                                       SCHEDULE 6                                                       EXCEPTIONS TO SELLER REPRESENTATIONS AND WARRANTIES                                                                                                                                    None.                                              Purchase and Sale Agreement                     Schedule 6 – Exceptions to Seller Representations and Warranties  963039.6