REAL ESTATE SALE AGREEMENT






THIS AGREEMENT is made as of the 4th day
of October, 2012, between THE
PHILLIPS EDISON GROUP LLC, an Ohio limited liability company (referred to
herein as “Buyer”), and MCW-RC III MURRAY LANDING, LLC, a Delaware limited liability
company, MCW-RC III KLEINWOOD CENTER, L.P., a Texas limited partnership and
MCW-RC III VINEYARD SHOPPING CENTER, LLC, a Delaware limited liability company
(collectively referred to herein as “Seller”).


Background


Buyer wishes to purchase the following
shopping centers in Texas, Florida and South Carolina from Seller, identified
as follows (the “Murray Landing Property”, the “Vineyard Property” and the
“Kleinwood Property”, respectively):


	
  Center

  	
  City

  	
  County

  	
  State

  
	
  Murray
  Landing

  	
  Irmo

  	
  Lexington

  	
  South
  Carolina

  
	
  Vineyard

  	
  Tallahassee

  	
  Leon

  	
  Florida

  
	
  Kleinwood

  	
  Spring

  	
  Harris

  	
  Texas

  




 


 


 


 


 


Seller wishes to sell said shopping
centers to Buyer;


In consideration of the mutual agreements
herein, and for other good and valuable consideration, the receipt of which is
hereby acknowledged, Seller agrees to sell to Buyer and Buyer agrees to
purchase from Seller said shopping center, subject to the following terms and
conditions:


 1.  DEFINITIONS 


As used in this Agreement, the following terms
shall have the following meanings:


1.1             
Agreement  means this Real Estate Sale Agreement, which shall
supersede all prior agreements and understandings between Buyer and Seller
concerning the sale and purchase of the Seller’s interest in the shopping
center.


1.2             
Broker  means Holliday Fenoglio Fowler, L.P., a real estate broker
licensed in Texas, Florida and South Carolina, whose address is 1430 Lake
Baldwin Lane, Suite A, Orlando, Florida 32814, the responsible broker being
Brad Peterson.


1.3             
Closing  means generally the execution and delivery of those documents
and funds necessary to effect the sale of the Seller’s interest in the shopping
center to Buyer.


1.4             
Closing Date means the date on which the Closing occurs.


1.5             
Contracts  means all service contracts and similar agreements
concerning the furnishing of goods and services to Seller with respect to the
Property.









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1.6             
Earnest Money Deposit means the deposits delivered by Buyer to
Escrow Agent under Section 2.2 of this Agreement, together with the earnings
thereon, if any.


1.7             
Effective Date means the business day on which the last of the
Buyer and Seller has executed this Agreement.


1.8             
Environmental Law means any current legal requirement in effect
at the Closing Date pertaining to (a) the protection of health, safety, and the
indoor or outdoor environment, (b) the conservation, management, protection or
use of natural resources and wildlife, (c) the protection or use of source
water and groundwater, (d) the management, manufacture, possession, presence,
use, generation, transportation, treatment, storage, disposal, release,
threatened release, abatement, removal, remediation or handling of, or exposure
to, any Hazardous Material or (e) pollution (including any release to air,
land, surface water, and groundwater); and includes, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act of 1980,
as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 USC
9601 et seq., Solid Waste Disposal Act, as amended by the Resource Conservation
Act of 1976 and Hazardous and Solid Waste Amendments of 1984, 42 USC 6901 et
seq., Federal Water Pollution Control Act, as amended by the Clean Water Act of
1977, 33 USC 1251 et seq., Clean Air Act of 1966, as amended, 42 USC 7401 et
seq., Toxic Substances Control Act of 1976, 15 USC 2601 et seq., Hazardous
Materials Transportation Act, 49 USC App. 1801, Occupational Safety and Health
Act of 1970, as amended, 29 USC 651 et seq., Oil Pollution Act of 1990, 33 USC
2701 et seq., Emergency Planning and Community Right-to-Know Act of 1986, 42
USC App. 11001 et seq., National Environmental Policy Act of 1969, 42 USC 4321
et seq., Safe Drinking Water Act of 1974, as amended by 42 USC 300(f) et seq.,
and any similar, implementing or successor law, any amendment, rule,
regulation, order or directive, issued thereunder.


1.9             
Escrow Agent means the firm identified as the Escrow Agent in
Section 10.3 of this Agreement.


1.10         
Existing Lender means Wells Fargo Bank, the current lender under
the Existing Loan Documents.


1.11         
Existing Loan means that certain loan evidenced by the Existing
Loan Documents.


1.12         
Existing Loan Documents means, collectively, the Existing
Mortgage, the Existing Note and all other loan documents evidencing or securing
repayment of the Existing Loan as identified on Exhibit 1.12 attached hereto.  


1.13         
Existing Mortgage means, collectively, those certain Mortgage,
Assignment of Rents, Security Agreement and Fixture Filing agreements and Deed
of Trust, Assignment of Rents, Security Agreement and Fixture Filing executed
by Seller dated December 14, 2006, as more particularly set forth on Exhibit
1.12 attached hereto.


1.14         
Existing Note means, collectively, those certain Promissory Notes
dated December 14, 2006 executed by Seller in favor of Existing Lender, as more
particularly set forth on Exhibit 1.12 attached hereto.


1.15         
Hazardous Material means petroleum, petroleum products,
drycleaning solvents and other hazardous or toxic substances as defined in or
regulated by any Environmental Law in effect at the pertinent date or dates.


1.16         
Improvements  means all buildings, structures or other
improvements owned by Seller, (but not those, if any, owned by tenants)
situated on the Real Property, if any.









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1.17         
Inspection Period means the period of time which begins on the
Effective Date and ends at 6:00 pm local Jacksonville, Florida time on the thirtieth
(30th) day after the Effective Date.  


1.18         
Leases  means all written leases and other written occupancy
agreements permitting persons to lease or occupy any portion of the Real
Property and Improvements.


1.19         
Major Tenants with respect to the Shopping Center, are those
identified as such on Exhibit 1.19 attached hereto.


1.20         
Materials  means all plans, drawings, specifications, soil test
reports, environmental assessments and similar documents concerning the Real
Property and/or Improvements which are in Seller’s possession.


1.21         
Permitted Exceptions means only the following interests, liens
and encumbrances:


(a)   
Liens for ad valorem taxes not payable on or before Closing;


(b)              
The exceptions noted with respect to the Real Property and Improvements
in the Existing Title Policies as to each Property and on the Existing Survey
as to each Property;


(c)               
The Existing Loan Documents of record;


(d)              
The Leases as to each Property; and


(e)               
Covenants, restrictions, easements and other matters of record;


it being understood, however, that Buyer shall have the
Inspection Period within which to determine whether any such item will
materially and adversely affect Buyer’s contemplated use of the Property.


1.22         
Personal Property means all (a) sprinkler, plumbing, heating,
air-conditioning, electric power or lighting, incinerating, ventilating and
cooling systems, with each of their respective appurtenant furnaces, boilers,
engines, motors, dynamos, radiators, pipes, wiring and other apparatus,
equipment and fixtures, elevators, partitions, fire prevention and
extinguishing systems owned by Seller, located in or on the Improvements, (b)
the Materials, (c) other tangible personal property used in connection with the
ownership  or operation of the Improvements, provided the same are now owned or
are acquired by Seller, prior to the Closing, and (d) all trade names,
franchises, licenses, permits, easements, development rights and approvals,
deposits, credits, air and water rights, construction and product warranties,
the Leases (including all security deposits and guarantees given with respect
thereto), Contracts and Materials, and all other intangibles owned by or for
the benefit of Seller in connection with the shopping center.  The previous
provisions to the contrary notwithstanding, the term Personal Property shall
specifically exclude oil, gas, petroleum and mineral interests and related
royalties and all entrance, exit and leasing signs referencing “Regency”, “Regency
Centers” or affiliated entities.


1.23         
Property  means collectively the Real Property, the Improvements
and the Personal Property.  


1.24         
Purchase Price means the consideration agreed to be paid by Buyer
for the purchase of the Seller’s interest in the shopping center as set forth
in Section 2.1 (subject to prorations and adjustments as provided herein).


1.25         
Real Property means the lands and easements more particularly
described in the existing title policies with respect to the overall shopping
centers which are identified in Exhibit 1.25 hereof (the “Existing 







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Title Policies”), less and except any and all property
previously conveyed by the Seller.  The Existing Title Policies have been
previously delivered to Buyer.  


1.26         
Rent Roll means the Leases enumerated with respect to the Real
Property and Improvements, as listed on Exhibit 1.26 of this Agreement,
identifying with particularity the space leased by each tenant, the square
footage and applicable rent, common area maintenance, tax and other
reimbursements, and similar information concerning each of the Leases, together
with a separate certificate setting forth security deposits held.


1.27         
Seller’s Documents means those documents, instruments and
materials identified on Exhibit 1.27 attached hereto.


1.28         
Seller Financial Statements means the statements of income and
expense prepared by Seller for the Property, as of and for the two (2) calendar
years next preceding the date of this Agreement and all monthly and quarterly
reports of income and expense prepared by Seller for the Property for any such
period beginning after the latest of such calendar years, and ending prior to
Closing.


1.29         
Survey  means a map of a staked survey(s) of the Real Property and
Improvements prepared by the surveyor who prepared the existing survey for the
respective shopping center identified on Exhibit 1.29 attached hereto
(collectively, the “Existing Survey”), such Survey to comply with the ALTA/ACSM
Survey Requirements 2011 for ALTA/ACSM land title surveys jointly established
and adopted in 2011, by the American Land Title Association, American Congress
on Surveying and Mapping, and the National Society of Professional Surveyors,
including optional items 1, 2, 3, 4, 6, 7, 8, 9, 10 and 11 of Table “A”
thereof, which meets the accuracy standards (as adopted by ALTA and ACSM and in
effect on the date of the Survey), or a state standard which is comparable to
the foregoing ALTA/ACSM standard.  The Survey shall be certified to Buyer,
Seller, Existing Lender and the Title Company.  The Existing Survey has been or
will be delivered to Buyer within three (3) business days after the Effective
Date.


1.30         
Tenant Estoppel Letter means a letter or other certificate from a
tenant certifying as to certain matters regarding such tenant’s Lease, in
substantially the same form as Exhibit 1.30 of this Agreement, or in the case
of national or regional “credit” tenants,  the form customarily used by such
tenant.  In any case, the form of Tenant Estoppel Letter which the particular
tenant is obligated to give under its lease shall be deemed acceptable,
notwithstanding any other requirement of this Agreement.


1.31         
Title Company means the Dallas, Texas office of Fidelity National
Title Insurance Company.


1.32         
Title Insurance means an ALTA 2006 form of owners’ policy of
title insurance in the amount of the Purchase Price, allocated as Buyer and
Seller reasonably determine among the individual shopping centers comprising
the Property, dated as of the date and time of Closing insuring marketable fee
simple title to the Real Property in Buyer, subject only to the Permitted
Exceptions, issued by the Title Company.  Should Buyer require extended
coverage and/or special endorsements to any policy, the cost of such
endorsement(s) shall be borne by Buyer. 


1.33         
Title Insurance Commitment means a commitment for the Title
Insurance whereby the Title Company agrees to issue the Title Insurance to
Buyer, together with legible copies of all instruments which are exceptions
noted therein or conditions to be satisfied.









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 2.  PURCHASE
PRICE AND PAYMENT


2.1             
Purchase Price; Payment.  The total Purchase Price for the
Property (subject to adjustment as provided herein) shall be Forty Nine Million
Two Hundred Fifty Thousand and 00/100 Dollars ($49,250,000.00).  The aggregate
Purchase Price will be allocated as Buyer and Seller reasonably determine among
the individual shopping centers comprising the Property, provided however that
any such allocation shall not be deemed reasonable if it results in the need to
resubmit a ROFO to Publix for the Murray Landing Property or for the Vineyard
Property. The Purchase Price shall be payable via wire transfer, before 4:00
P.M. on the date of Closing.  Buyer shall assume the Existing Loan per the
terms of this Agreement, and the outstanding principal balance of the Existing
Loan assumed by Buyer will be credited against the Purchase Price at Closing,
with all interest accrued on such outstanding principal balance through 11:59 p.m. of the day preceding the Closing Day
either (i) being paid by Seller at or before Closing or (ii) credited to Buyer
against the Purchase Price at Closing.


2.2             
Earnest Money Deposit.  An earnest money deposit in the
amount of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) shall be
deposited with Escrow Agent by Buyer within three (3) business days after the
Effective Date.  An additional earnest money deposit in the amount of Five
Hundred Thousand and 00/100 Dollars ($500,000.00) shall be deposited by Buyer
with Escrow Agent within one (1) business day after the conclusion of the
Inspection Period unless this Agreement is terminated in accordance with
Article 3 hereof.  This Agreement may be terminated by Seller by notice to
Buyer if the said deposits are not delivered to Escrow Agent by such
deadline(s).  All deposits made as earnest money, together with the earnings
thereon, shall be deemed included within the meaning of the term Earnest Money
Deposit for all purposes.  The Earnest Money Deposit shall be held as
specifically provided in this Agreement and shall be applied to the Purchase
Price at Closing.  After the conclusion of the Inspection Period, unless this
Agreement has theretofore been terminated, the Earnest Money Deposit (increased
as aforesaid) shall not be refundable except upon terms otherwise expressly set
forth herein.


2.3             
Tax Prorations.  Ad valorem taxes and
assessments shall be prorated at Closing as of 11:59 p.m. of the day preceding
the Closing Date in accordance with local custom for each Property.  Such taxes
shall be prorated based upon the highest discounted rate for the immediately
preceding calendar year.  If applicable, Buyer shall pay the Closing year taxes
on the date necessary to obtain the highest discounted rate available.  Upon
receipt of any actual tax bill(s) for any period(s) subject to such tax
proration, the Buyer and Seller shall reprorate all ad valorem taxes and
assessments, whereupon Seller shall pay to Buyer or Buyer shall pay to Seller,
as the case may be, all monies owed thereby.  


2.4             
Other Prorations.  Other matters of income and expense, if any,
and other items customarily prorated in transactions of this kind shall be
prorated as of 11:59 p.m. of the day preceding
the Closing Date.  Seller shall cause all of the Contracts to be terminated, at
its cost, as of Closing, subject to the provisions of Section 4.6 of this
Agreement. 


2.5             
Further Adjustments to the Purchase Price.  The Purchase Price
shall be further adjusted by subtracting the amount of security deposits,
prepaid rents from and credit balances of tenants under the Leases.  The
previous provisions to the contrary notwithstanding, any estimated overpayment
or underpayment of CAM, Tax or Insurance charges by tenants for the year of
closing shall be reconciled as of Closing pursuant to the information available
at that time.  A post Closing re-reconciliation shall occur in accordance with paragraph
2.6 below once all CAM, Tax or Insurance charges are known.  Any rents,
percentage rents or tenant reimbursements paid by tenants after the Closing
Date to Buyer but applicable to periods prior to the Closing Date shall first
be applied to then due rental and reimbursement obligations under the
respective Leases, with any remainder being remitted to Seller by Buyer within
thirty (30) days after receipt to the extent of 







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delinquencies
owing under the applicable Leases as of Closing.  During the one hundred eighty
(180) day period after Closing, Buyer shall send out Seller’s billing for any
delinquencies existing as of Closing until the same are paid.  Buyer shall have
no obligation to pursue any other collection thereof and no obligation to
institute any litigation.  Seller may separately institute litigation for sums
due it from tenants, but any such litigation shall not involve any attempt to
evict any tenant.  Buyer will not interfere in Seller’s efforts to collect sums
due it prior to the Closing.  Seller will remit to Buyer within five (5) days
after receipt any rents, percentage rents or tenant reimbursements received by
Seller after Closing which are attributable to periods occurring on or after
the Closing Date.  Rents not collected as of the Closing Date shall not be
prorated at the time of Closing. 


2.6             
Post Closing Reconciliation:  Seller shall provide to Buyer on or
before March 31 of the year following the year of Closing (or earlier, to the
extent required under any of the Leases) a final reconciliation of CAM, Tax and
Insurance charges that accrued during Seller’s period of ownership, including
an analysis of any sums due by each tenant to Seller.  In the event there are
sums due from Seller to tenants, Seller shall remit such payments to Buyer
simultaneously with the final reconciliation, and the Buyer shall forward such
payments to the respective tenants.  Buyer agrees not to seek recovery of any
CAM, Tax or Insurance charges from tenants, whether the same are due to Seller
or Buyer, until after receipt of such reconciliation from Seller and further
agrees that, after receipt of the reconciliation from Seller, Buyer, as the new
landlord, shall request from each tenant, as applicable, payment of all such
sums, including the sums due to Seller and Buyer, in a single request.  


2.7             
Closing Costs. 


(a)               
Seller shall pay:


(1)              
The costs, if any, of satisfying any liens, curing title defects and
recording any curative title documents;


(2)              
One-half (1/2) of the escrow fees or closing
service fees, if any;


(3)              
The costs of Title Insurance;


(4)              
A credit to Buyer in the amount of Four Hundred Fifty Thousand and
00/100 Dollars ($450,000.00) as a credit for the PERC contamination matters
with respect to the Kleinwood Property;


(5)              
County and state transfer taxes imposed upon the transactions
contemplated hereby;


(6)              
The brokerage commission payable to Broker incurred in connection with
the sale of the Property to Buyer, if and when this transaction closes, in
accordance with a separate written agreement between Broker and Seller; and


(7)              
Seller’s attorneys’ fees relating to the sale of the Property.


(b)              
Buyer shall pay:


(1)              
The costs of Buyer’s due diligence investigations;


(2)              
One-half (1/2) of the escrow fees or closing
service fees, if any;


(3)              
Municipal transfer taxes imposed upon the transactions contemplated
hereby;









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(4)              
The costs of the Phase I environmental site assessment to be obtained by
Buyer, if any;


(5)              
The costs of the new Survey;


(6)              
All Assumption Costs;


(7)              
Mortgage taxes, if any, attributable to
Buyer’s assumption of the Existing Loan;


(8)              
Reimbursement to Seller of any escrows
previously posted with the Existing Lender by Seller to the extent such escrows
remain posted with the Existing Lender;


(9)              
The costs of any endorsement to the existing loan title policies
insuring the Existing Mortgage and any special endorsements to the owner’s
title policies (other than endorsements that Seller agrees to obtain in order
to cure a Buyer title objection) to be issued at Closing;


(10)          
The costs of recording the closing documents to be recorded; and


(11)          
Buyer’s attorneys’ fees.


 3.  INSPECTION PERIOD AND CLOSING


3.1             
Inspection Period.  Within two (2) days after the Effective Date,
Seller shall deliver or make available Buyer true, accurate, complete and
legible copies of all of Seller’s Documents to the extent in Seller’s
possession.  In addition, during the Inspection Period, Seller shall make
available to Buyer, upon not less than forty eight (48) hours prior notice to
Seller, all such other books, records, documents and other materials (however
stored or maintained) relating to the Property as are maintained by Seller
other than any of the same relating to the sale transaction contemplated hereby
and which would otherwise be subject to attorney client privilege.  Buyer shall
have the Inspection Period within which to physically inspect the Property and
conduct its due diligence related thereto and to review and analyze Seller’s
Documents, including the Existing Loan Documents.  Buyer and Buyer’s officers,
employees, consultants, attorneys and other authorized representatives shall
have the right to reasonable access to the Property and to all records of
Seller related thereto (including without limitation title information,
property leasing files, maintenance surveys, environmental assessment reports
and other information concerning the condition of the Property), at reasonable
times during the Inspection Period, for the purpose of inspecting the Property,
taking soil and ground water samples, conducting Hazardous Materials
inspections, tests and assessments, reviewing the books and records of Seller
concerning the Property, evaluating the leasing and physical condition of the
Property, conducting tenant interviews and otherwise conducting its due
diligence review.  The previous provision to the contrary notwithstanding, the
Buyer shall give Seller two (2) days prior written notice (to be delivered via
e-mail) prior to conducting any intrusive environmental testing or sampling on
the Property, which notice shall be accompanied by a detailed description of
the contemplated work and a map indicating the location of the testing.  Such
intrusive environmental testing shall be subject to the Seller’s prior written
approval, which approval shall not be unreasonably withheld.  In the event
approved by Seller, such intrusive environmental testing shall be conducted in
such a way as to minimize interference with the business operations of the
tenants of the shopping center and, unless requested by Seller in writing, the
Buyer shall not provide the Seller with the results of such testing.  Seller
shall give Buyer any authorizations which may be required by Buyer in order to
gain access to records or other information pertaining to the Property or the
use thereof maintained by any third party, governmental or quasi-governmental
authorities or organizations.  Buyer hereby agrees to indemnify and hold Seller
harmless from any damages, liabilities or claims for property damage or
personal injury and mechanics liens caused by or arising from Buyer and its
agents and contractors in the conduct of such inspections and 







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investigations.  Prior to any entry upon any Property by
Buyer or any officer, employee, agent, consultant or contractor of Buyer, Buyer
shall provide Seller with an insurance certificate reflecting commercial
general liability insurance coverage of not less than $1,000,000.00, with
excess liability coverage of not less than $2,000,000.00, and naming Seller as
an additional insured.  Buyer’s indemnity and insurance obligations shall
survive the Closing or early termination hereof.  Seller shall cooperate with
and assist Buyer in making such inspections, interviews and reviews.  Buyer
agrees that it will not interview, converse or communicate with any tenant
without affording Seller reasonable notice and an opportunity to be present and
furnishing Seller a copy of each and every written communication to or from a
tenant promptly upon giving or receiving same.


3.2             
Buyer’s Termination Right; Buyer’s Notice of Satisfaction.  Within
the Inspection Period, Buyer may elect whether or not to go forward with the
transaction contemplated by this Agreement to Closing, which election shall be
made by notice to Seller given within the Inspection Period.  If such notice is
not timely given, this Agreement and all rights, duties and obligations of
Buyer and Seller hereunder, except any which expressly survive termination such
as Buyer’s indemnity and insurance obligations in Section 3.1, shall terminate,
whereupon Escrow Agent shall promptly return to Buyer the Earnest Money
Deposit.  Buyer shall return to Seller the materials and information furnished
to Buyer by Seller.  If Buyer elects to go forward to Closing, the Earnest
Money Deposit shall be increased by the additional deposit referred to in
Section 2.2 of this Agreement (to be deposited with Escrow Agent no later than
one (1) business day following the end of the Inspection Period).  After the
conclusion of the Inspection Period the Earnest Money Deposit (increased as
aforesaid) shall not be refundable except upon terms otherwise expressly set
forth herein.


3.3             
Loan Assumption.  At Closing, Buyer shall assume the Seller’s
obligations under the Existing Loan Documents to come due from and after
Closing, and Buyer will acquire the Property subject to the Existing Loan and
the Existing Loan Documents (other than Seller's Guaranty and Seller's
Environmental Indemnity which will be replaced by a Guaranty and Environmental
Indemnity from Buyer or its affiliate).


(a)               
After the Effective Date, Buyer and Seller shall use commercially
reasonable efforts to obtain the final written approval and consent of the
Existing Lender for (i) the conveyance of the Property to Buyer subject to the
rights and obligations under the Existing Loan and Existing Loan Documents,
(ii) the Buyer’s assumption of all borrower obligations under the Existing Loan
Documents, (iii) the release of Seller and any existing guarantor from all
obligations under the Existing Loan Documents first arising or accruing
subsequent to the Closing Date, and (iv) the form of an assignment and
assumption agreement and related assumption documents mutually agreed to by
Existing Lender, Seller and Buyer (collectively the “Lender Consent”).  Seller
shall reasonably cooperate with Buyer in its efforts to obtain the Lender
Consent.  Buyer shall promptly provide Seller and Existing Lender with all
information reasonably requested by the Existing Lender in order to facilitate
obtaining the Lender Consent.   


(b)              
Within five (5) business days after the Effective Date, Buyer agrees to
provide Seller with all necessary documentation requested from Buyer, as
proposed borrower, in order to permit Seller to submit the preliminary loan
assumption request to the Existing Lender.  Seller shall make application to
the Existing Lender, at Buyer’s expense, within three (3) business days after
receipt of the Buyer’s documentation.  


(c)               
Buyer agrees to order all reports required by
the Existing Lender as part of the loan assumption process, including appraisal
reports, environmental studies, and engineering reports within ten (10) days
after request from the Existing Lender.  Buyer shall send a copy of the
submission and orders to Seller to evidence compliance with this requirement. 
In the event that Buyer does not provide such evidence to Seller, Seller shall
have the right to terminate this Agreement at its sole discretion within five
(5) business days after such ten (10) day deadline, in which event the Earnest
Money Deposit shall be returned to the Buyer and the 







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parties
shall have no further rights or obligations under this Agreement (except those
indemnity and insurance obligations that specifically survive termination).


(d)              
At Closing, or otherwise upon request by the Existing Lender prior to Closing,
Buyer shall timely pay and/or otherwise escrow any and all transfer fee(s) and
or assumption fee(s) due and payable under the Existing Mortgages (the
“Transfer Fee”), any incidental processing or application fees, any third party
report fees, Existing Lender’s attorney fees, costs incurred by Existing Lender
for appraisals (or updates thereto) required by Existing Lender, and any other
out of pocket expenses incurred or to be incurred by Existing Lender (but not
any fees incurred by Seller for its counsel) (collectively, the “Assumption
Costs”).


(e)               
In the event the Buyer fails to obtain the Existing Lender’s written
consent to the conditional assumption of the Existing Loan by Buyer and the
release of Seller and any guarantor from its obligations under the Loan
Documents arising or accruing subsequent to the Closing Date (the “Preliminary
Loan Assumption Approval”) prior to the end of the Inspection Period, the
Inspection Period shall automatically extend for up to thirty (30) additional
days solely for the purpose of obtaining the Preliminary Loan Assumption
Approval.


(f)               
In the event the Buyer fails to obtain the Preliminary Loan Assumption
Approval prior to the end of the extended Inspection Period, this Agreement
shall automatically terminate, in which event the
Earnest Money Deposit shall be returned to the Buyer and the parties shall have
no further rights or obligations under this Agreement (except those indemnity
and insurance obligations that specifically survive termination).  


(g)              
In the event that Existing Lender shall only grant the Preliminary Loan
Assumption Approval on the condition that modifications to the Existing Loan
Documents be made which are not acceptable to Buyer in its reasonable
discretion, then, in such event, Buyer shall have the right, on notice thereof
to Seller, to terminate this Agreement in which event, the
Earnest Money Deposit shall be returned to the Buyer and the parties shall have
no further rights or obligations under this Agreement (except those indemnity
and insurance obligations that specifically survive termination).  


(h)              
In the event that Existing Lender requires Buyer to assume all of
Seller's obligations under the Existing Loan Documents regardless of when such
obligations accrue (as opposed to Buyer assuming only those obligations under
the Existing Loan Documents which are first payable or performable from and
after Closing), and the Buyer and Seller are unable to agree on separate
documentation between Buyer and Seller to cover such obligations, then the
Buyer shall have the right, on notice thereof to Seller, to terminate this
Agreement in which event, the Earnest Money Deposit shall be returned to the
Buyer, the Seller shall reimburse Buyer for its actual out of pocket expenses
incurred prior to termination (including any Assumption Costs), but not in
excess of $100,000.00 in any event, and the parties shall have no further
rights or obligations under this Agreement (except those indemnity and
insurance obligations that specifically survive termination).  Buyer shall use commercially
reasonable efforts to negotiate with Lender to obtain the appropriate scope of
assumption prior to exercising its termination right pursuant to this paragraph


3.4             
Time and Place of Closing.  The Closing shall take place at or
through the offices of Escrow Agent at 10:00 A.M. on the earlier of (i) the
thirtieth (30th) day following the last day of the Inspection
Period, extended as the case may be as provided above, or (ii) ten (10) days
after Buyer, Seller and Existing Lender shall have reached agreement on the
Assumption Documents.  By providing Buyer with
written notice, no later than three (3) business days prior to Closing, Seller
shall have the right to extend the date of Closing by thirty (30) days if
Seller has not obtained all required Tenant Estoppel Letters.  At any time
during such thirty (30) day extension period, Seller may provide Buyer with
written notice that all required Tenant Estoppel Letters 







9




 










 








 




 








have
been obtained, and the Closing shall be set at a time mutually agreeable to
Buyer and Seller within the next five (5) business days following such written
notice.


 4.  WARRANTIES, REPRESENTATIONS AND
COVENANTS OF SELLER


Seller, in its capacity as owner of the Property,
warrants and represents, and, where indicated, covenants and agrees, as follows:


4.1             
Organization; Authority.  Seller is duly organized, validly
existing and in good standing under the laws of the state of its organization. 
Seller is authorized to transact business in the state in which the Real
Property is located.  Seller has full power and authority to enter into and
perform this Agreement in accordance with its terms.


4.2             
Title.  Seller is the owner in fee simple of the Real Property.


4.3             
Litigation.  There is no litigation or proceeding pending, or to
the best of Seller’s knowledge, threatened against Seller relating to the
Property, except as set forth on Exhibit 4.3 attached hereto.


4.4             
Leases.  There are no Leases affecting the Real Property and
Improvements other than those listed on the Rent Roll.  The copies of the
Leases, which will be made available to Buyer during the course of the
Inspection Period, will be, to the best knowledge of Seller, true and correct
copies thereof.  From and after the Effective Date, Seller will not terminate
or modify any of the Leases, enter into any new Leases or grant additional
renewal rights to any tenant, without the consent of Buyer, which consent shall
not be unreasonably withheld or delayed prior to the expiration of the
Inspection Period, and which consent may be granted or denied in Buyer’s sole
discretion thereafter.  During the Inspection Period Seller will advise Buyer
of the terms of any proposed new Lease or material modification of any existing
Lease, or of any termination.  No rent or reimbursement has been paid more than
one (1) month in advance.  No security deposit has been paid, except as stated
on a separate certified report from Seller.  No tenants under the Leases are
entitled to interest on any security deposits.


4.5             
Financial Statements.  Each of the Seller Financial Statements
delivered or to be delivered to Buyer hereunder has or will have been prepared
in accordance with generally accepted accounting principles consistently
applied and are true, accurate and complete in all material respects.


4.6             
Contracts.  Except as stated on Exhibit 4.6 attached hereto,
which is a list of all service contracts in force and effect as of the date
hereof, there are no Contracts affecting the Real Property.  To the best of
Seller’s knowledge, all Contracts are in full force and effect, and all
obligations of Seller under the Contracts required to be performed to date have
been performed in all material respects; no party to any Contract has asserted
any claim of default or offset against Seller with respect thereto and no event
has occurred or failed to occur, which would in any way affect the validity or
enforceability of any such Contract.  To the best of Seller’s knowledge, the
copies of the Contracts to be delivered to Buyer will be true, correct and
complete copies thereof.  On or prior to Closing, Seller shall terminate, at
its cost, all of the Contracts and Buyer shall not assume any of the same.  


4.7             
Maintenance and Operation of Property.  From and after the date
hereof and until the Closing, Seller covenants to keep and maintain and operate
the Property substantially in the manner in which it is currently being
maintained and operated and covenants not to cause or permit any waste nor
undertake any action with respect to the operation thereof outside the ordinary
course of business without Buyer’s prior written consent, not to be
unreasonably withheld.  Seller covenants not to remove from the Improvements or
the Real Property any article included in the Personal Property, without
replacing the same with a replacement of the 







10




 










 








 




 








same
general quality and/or type.  Seller covenants to maintain such casualty and
liability insurance on the Property as is presently being maintained.


4.8             
Rent Roll; Tenant Estoppel Letters.  The Rent Roll is true and
correct in all material respects.  After the Inspection Period ends without
termination by Buyer, Seller shall use commercially reasonable efforts to
obtain current (i.e., dated not earlier than the date sixty (60) days prior to
Closing) Tenant Estoppel Letters from all Tenants under the Leases.  Seller shall
not request any Tenant Estoppel Letters until after the expiration of the
Inspection Period.  Seller and Buyer shall cooperate
with one another regarding the preparation and delivery of the Tenant Estoppel
Letters to the tenants (e.g., prior to delivery of any Tenant Estoppel to a
tenant, Seller shall provide copies thereof to Buyer for its review and
approval).  Seller shall deliver each Tenant Estoppel Letter as executed by the
applicable tenant as and when received by Seller rather than waiting to deliver
all of such Tenant Estoppels en masse.  


4.9             
Condemnation.  To the best knowledge of Seller, neither the whole
nor any portion of the Real Property, including access thereto, is subject to
temporary requisition of use by any governmental authority or has been
condemned, or taken in any proceeding similar to a condemnation proceeding, nor
is there now pending or formally threatened any condemnation, expropriation,
requisition or similar proceeding against the Property or any portion thereof. 
Seller has received no notice nor has any other knowledge that any such
proceeding is contemplated.


4.10         
Consents and Approvals; No Violation.  Neither the execution and
delivery of this Agreement by Seller nor the consummation by Seller of the
transactions contemplated hereby will (a) conflict with or breach any provision
of the organizational documents of Seller; (b) subject to the receipt of the
Lender Consent, violate or breach any provision of, or constitute a default (or
an event which, with notice or lapse of time or both, would constitute a
default) under, any note, bond, mortgage, indenture or deed of trust to which
Seller is a party; or (c) violate any order, writ, injunction, decree,
judgment, statute, law or ruling of any court or governmental authority
applicable to Seller.


4.11         
Environmental Matters.  To the best of Seller’s knowledge,
neither Seller nor any third party has used Hazardous Material at the Real
Property except as may be reflected by the environmental assessment report to
be delivered to Buyer as part of Buyer’s due diligence, or as otherwise set
forth on Exhibit 4.11 attached hereto.


4.12         
Foreign Investment and Real Property Tax Act.  Seller is not a
“foreign person” within the meaning of Section 1445 of the Internal Revenue
Code, or under any comparable state statutes which are applicable to this
transaction.  At Closing Seller will execute and deliver to Buyer an affidavit
regarding such matters.  


4.13         
Seller’s Knowledge.  When used herein, the term “to the best of
Seller’s knowledge” or “to the best of knowledge of Seller” shall mean only the
actual, current, conscious knowledge, without inquiry (not constructive or
implied knowledge) of Seller’s representative Scott Porter.


4.14         
Concessions and Commissions.  No tenants of the Property are
entitled to any concessions, rebates, allowances, or free rent for any period
after the Closing, and none of the Leases provide for commissions payable by
the owner of the Property for the current term of any Lease that have not yet
been paid by Seller.


4.15         
Employees.  Seller has no employees at the Property and is not a
party to any collective bargaining agreement, and neither Seller nor any of its
affiliates (as described in Section 414(b), (c) and (m) of the Internal Revenue
Code) has incurred any liability which could subject Buyer or any asset to be
acquired by 







11




 










 








 




 








Buyer pursuant to this Agreement to any
lien or material liability under Sections 302(f), 4062, 4063, 4064, 4201 or
4301(b) of the Employee Retirement Income Security Act of 1974, as amended, or
Section 401(a) (29) or 412 of the Internal Revenue Code.


4.16         
Major Tenants.  No Major Tenant has provided written notice to
Seller that it intends to cease operations on the Property or that it intends
to file for bankruptcy protection from its creditors (collectively, a “Major
Tenant Adverse Event”).  To the extent Seller receives such notice during the
term of this Agreement prior to Closing, Seller shall promptly inform Buyer of
the same, failing of which, the same shall be deemed a breach of the foregoing
representations and warranties and a default under this Agreement.  In the
event Seller receives written notice of a Major Tenant Adverse Event, Buyer
shall have the right, upon notice thereof to Seller on or prior to Closing, to
terminate this Agreement and thereupon to receive an immediate refund of the
Earnest Money Deposit and neither party shall thereafter have any further
liability or obligation hereunder except for such liabilities and obligations
that are expressly stated herein to survive termination of this Agreement.


4.17         
Patriot Act. Neither Seller nor any person, group, entity or
nation that Seller is acting, directly or indirectly for, or on behalf of, is
named by any Executive Order (including the September 24, 2001, Executive Order
Blocking Property and Prohibiting Transactions With Persons Who Commit,
Threaten to Commit, or Support Terrorism) or the United States Treasury
Department as a terrorist, “Specially Designated National and Blocked Person,”
or is otherwise a banned or blocked person, group, entity, or nation pursuant
to any Law that is enforced or administered by the Office of Foreign Assets
Control, and Seller is not engaging in the transaction contemplated hereby,
directly or indirectly, on behalf of, or instigating or facilitating the same,
directly or indirectly, on behalf of, any such person, group, entity or nation.  Seller is not engaging in such transaction, directly or
indirectly, in violation of any Laws relating to drug trafficking, money
laundering or predicate crimes to money laundering.  The investment of direct
or indirect equity owners in Seller is not prohibited by applicable law and
neither the transaction contemplated hereby nor this Agreement is or will be in
violation of applicable law.  Seller has and will continue to implement
procedures, and has consistently and will continue consistently to apply those
procedures, to ensure the foregoing representations and warranties remain true
and correct at all times prior to Closing. 


4.18         
Existing Loan.  To the best of Seller’s knowledge, the Existing
Loan is in full force and effect.  Seller has not received any written notice
of any uncured default from the Existing Lender or any other party charged with
administering the Existing Loan on behalf of the lender thereunder.  Seller
will immediately notify Buyer of any notice of default received by Seller under
the Existing Loan.  During the pendency of this Agreement, Seller shall comply
with and perform all of its obligations under the Existing Loan Documents. 
True, accurate and complete copies of the Existing Loan Documents have been
furnished to Buyer.


4.19         
Kleinwood Environmental Reports.  True, accurate and complete
copies of the environmental reports related to the PERC contamination at
Kleinwood have been delivered to Buyer and such reports so delivered are all
reports in Seller's possession or control relating to such contamination.


4.20         
REA Estoppel Letters.  Seller shall, within fifteen (15) days
after the Effective Date, request an estoppel letter in form reasonably
satisfactory to Buyer (each, an “REA Estoppel Letter”, collectively the “REA
Estoppel Letters”) from each party to any declaration, reciprocal easement
agreement, or like agreement benefiting and/or burdening the Property, and
shall use good faith, commercially reasonable efforts to obtain such REA Estoppel
Letters prior to Closing.  Seller obtaining such REA Estoppel Letters shall not
be a condition precedent to close the transaction contemplated by this
Agreement.









12




 










 








 




 








 5.  WARRANTIES
AND REPRESENTATIONS OF BUYER


      Buyer warrants and
represents, and, where indicated, covenants and agrees, as follows:


5.1             
Buyer hereby warrants and represents that Buyer is an entity which is
duly organized, validly existing and in good standing under the laws of the
state of its organization.  Buyer is and will be authorized to transact
business in the state in which the Real Property is located.  Buyer has full
power and authority to enter into and perform this Agreement in accordance with
its terms.


5.2             
USA Patriot Act. 


(a)               
None of the funds to be used for payment by Buyer of the Purchase Price
will be subject to 18 U.S.C. §§ 1956-1957 (Laundering of Money Instruments), 18
U.S.C. §§ 981-986 (Federal Asset Forfeiture), 18 U.S.C. §§ 881 (Drug Property
Seizure), Executive Order Number 13224 on Terrorism Financing, effective
September 24, 2001, or the United and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001,
H.R. 3162, Public Law 107-56 (the “US Patriot Act”).


(b)              
Buyer is not a person or entity with whom U.S. persons are restricted from
doing business with under the regulations of the Office of Foreign Asset
Control (“OFAC”) of the Department of Treasury (including those named on OFAC’s
Specially Designed and Blocked Persons list) or under any statute, executive
order (including the September 24, 2001 Executive Order Blocking Property and
Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or
Support Terrorism), the USA Patriot Act, or other governmental action.


5.3             
Disclaimer.  BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS
EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE CLOSING DOCUMENTS, SELLER HAS
NOT MADE, AND SPECIFICALLY NEGATES AND DISCLAIMS, ANY REPRESENTATIONS,
WARRANTIES, COVENANTS OR AGREEMENTS OF ANY KIND OR CHARACTER REGARDING ANY
ASPECT OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION: (A) THE VALUE, NATURE,
QUALITY OR PHYSICAL CONDITION THEREOF, (B) THE INCOME TO BE DERIVED THEREFROM,
(C) THE SUITABILITY OF THE PROPERTY FOR ANY ACTIVITY OR USE WHICH BUYER OR ANY
TENANT MAY CONDUCT THEREON, (D) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION
WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL
AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY,
PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (F) THE
MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, OR (G)
COMPLIANCE OF THE PROPERTY WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND
USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE
THEREIN, THEREON OR THEREUNDER OF HAZARDOUS MATERIALS.  ADDITIONALLY, EXCEPT AS
EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE CLOSING DOCUMENTS, NO PERSON
ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, AND BY EXECUTION HEREOF BUYER
ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, WARRANTY, COVENANT OR
AGREEMENT REGARDING THE PROPERTY OR THE TRANSACTIONS CONTEMPLATED HEREIN. 
BUYER ACKNOWLEDGES THAT, HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE
PROPERTY, BUYER IS RELYING SOLELY ON ITS OWN INVESTIGATIONS AND NOT ON ANY
INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER, OTHER THAN INFORMATION
EXPRESSLY REQUIRED TO BE PROVIDED BY SELLER HEREUNDER.  BUYER FURTHER
ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM 







13




 










 








 




 








EXTENT
PERMITTED BY LAW THE SALE PROVIDED FOR HEREIN ARE MADE ON AN “AS-IS, WHERE-IS”
BASIS WITH ALL FAULTS.  FURTHERMORE, EXCEPT FOR ANY CLAIM THE BUYER MAY HAVE AS
A RESULT OF THE BREACH BY THE SELLER OF ANY EXPRESS REPRESENTATION OR WARRANTY
OF SELLER SET FORTH HEREIN OR IN THE CLOSING DOCUMENTS, BUYER DOES HEREBY
RELEASE AND FOREVER DISCHARGE SELLER, ITS DIRECTORS, SHAREHOLDERS, OFFICERS,
EMPLOYEES, LEGAL REPRESENTATIVES, AGENTS AND ASSIGNS, FROM ANY AND ALL ACTIONS,
CAUSES OF ACTION, CLAIMS AND DEMANDS FOR, UPON OR BY REASON OF ANY DAMAGE, LOSS
OR INJURY WHICH HERETOFORE HAVE BEEN OR WHICH HEREAFTER MAY BE SUSTAINED BY
BUYER RESULTING FROM OR ARISING OUT OF THE PRESENCE OF ANY HAZARDOUS MATERIALS
OR OTHER ENVIRONMENTAL CONTAMINATION ON OR IN THE VICINITY OF THE PROPERTY,
INCLUDING THE SOIL AND/OR GROUNDWATER (HEREINAFTER REFERRED TO AS THE
“CLAIMS”).  THIS RELEASE APPLIES TO ALL SUCH CLAIMS WHETHER THE ACTIONS CAUSING
THE PRESENCE OF HAZARDOUS MATERIALS ON OR IN THE VICINITY OF THE PROPERTY
OCCURRED BEFORE OR AFTER THE CLOSING.  THIS RELEASE EXTENDS AND APPLIES TO, AND
ALSO COVERS AND INCLUDES, ALL STATUTORY OR COMMON LAW CLAIMS THE BUYER MAY HAVE
AGAINST THE SELLER. THE PROVISIONS OF ANY STATE, FEDERAL, OR LOCAL LAW OR
STATUTE PROVIDING IN SUBSTANCE THAT RELEASES SHALL NOT EXTEND TO CLAIMS,
DEMANDS, INJURIES OR DAMAGES WHICH ARE UNKNOWN OR UNSUSPECTED TO EXIST AT THE
TIME, TO THE PERSON EXECUTING SUCH RELEASE, ARE HEREBY EXPRESSLY WAIVED.  THE
PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING OR ANY TERMINATION OF THIS
AGREEMENT.


 6.  POSSESSION; RISK OF LOSS


6.1             
Possession.  Possession of the Property will be transferred to
Buyer at the conclusion of the Closing, subject to the Permitted Exceptions.


6.2             
Risk of Loss.  All risk of loss to the Real Property and
Improvements shall remain upon Seller until the conclusion of the Closing.  If,
before Closing, any material and substantial portion of the Real Property
and/or Improvements is damaged by fire or other casualty, or if any material
and substantial portion of the Real Property and/or Improvements is taken or
formally threatened by eminent domain, Seller shall, within ten (10) days of
such damage or taking, notify Buyer thereof and Buyer shall have the option to:


(a)               
terminate this Agreement upon notice to Seller given within ten (10)
business days after such notice from Seller; or 


(b)              
proceed with the purchase of all of the Property, in which event Seller
shall assign to Buyer all Seller’s right, title and interest in all amounts due
or collected by Seller under any insurance policies or as condemnation awards
and, in the case of insurance, Buyer shall receive a credit Closing in the
amount of any deductible and/or self insured retention.


     For purposes of this Section 6.2, “material and
substantial”, (i) with respect to a casualty, means damage to the Real Property
and/or Improvements of such nature that the cost of restoring the same to its
condition prior to the casualty would exceed $500,000.00 with respect to
Kleinwood or $350,000.00 with respect to Murray Landing or Vineyard; and (ii)
with respect to condemnation, means a taking which would prevent or materially
impair Buyer from using the Property for the use intended and/or which affects
in any material adverse way vehicular access to the Real Property.  If less
than a material and substantial portion of the Real Property and/or
Improvements is damaged by fire or other casualty or taken or formally
threatened by eminent domain, then Buyer shall have no rights to terminate the
Agreement under this Section 6.2; provided, however, at Closing, 







14




 










 








 




 








Seller shall assign to Buyer all Seller’s right,
title and interest in all amounts due or collected by Seller under any
insurance policies or as condemnation awards.


 7.  TITLE MATTERS


Seller has previously delivered to Buyer copies
of the Existing Title Policies and Existing Survey.  Seller shall order new
Title Insurance Commitments within three (3) business days after the Effective
Date.  Within three (3) business days after receipt of the Title Insurance
Commitments, Buyer shall order new Surveys or updates of the existing ones. 
Buyer will have 10 business days after its receipt of both the new Title
Insurance Commitments and the new Surveys (or update, as applicable), but in no
event beyond the end of the Inspection Period, within which to notify Seller in
writing of any conditions, defects, encroachments or other objections to title
or survey which are not acceptable to Buyer in its sole discretion.  Any matter
disclosed by the Title Insurance Commitments (other than (i) liens arising
through Seller which are removable by the payment of money, for which Seller
shall be obligated to cure, and (ii) the Existing Loans, which the Buyer shall
assume at Closing) or by the new Surveys (or update, as applicable) which is
not timely specified in Buyer’s written notice to Seller, shall be deemed a Permitted
Exception.  Seller shall have a period of five (5) business days after receipt
of Buyer’s title objection letter in which to elect to cure such title
objections, provided however that Seller shall not be obligated to cure or
institute any litigation with respect thereto (other than liens arising through
Seller).  If Seller elects to cure such title objections, Seller shall use
reasonable efforts to cure such objections to title or survey by Closing.  If
Seller elects not to cure such title objection(s), within five (5) days after
Seller’s response, Buyer shall elect to (i) refuse to purchase the Property and
terminate this Agreement and receive a return of the Earnest Money Deposit; or
(ii) waive such objection(s) and, subject to the terms and conditions hereof,
close the purchase of the Property, subject to the objection(s), and without
reduction of the Purchase Price. In the event Buyer fails to deliver notice of
its election to Seller, Buyer shall be deemed to have elected to waive such
objection(s) and close the purchase of the Property.


 8.  CLOSING DELIVERIES


8.1             
Seller Deliveries.  At Closing Seller shall deliver:


(a)               
A special warranty deed (“Warranty Deed”) in the form attached hereto as
Exhibit 8.1(a) for each Property, with such changes as are necessary to comply
with state law in each state where the Property is located;


(b)              
If requested by Buyer, a quit claim deed (“Quit Claim Deed”) in the form
attached hereto as Exhibit 8.1(b) conveying the Real Property to Buyer pursuant
to the legal description set forth on the Survey;


(c)               
Originals, if available, or if not, true copies of the Leases and
Contracts;


(d)              
An Assignment and Assumption of Leases in the form attached hereto as
Exhibit 8.1(d) (the “Assignment of Leases”);


(e)               
A quitclaim bill of sale or assignment of all Personal Property in the
form attached hereto as Exhibit 8.1(e);


(f)               
An updated Rent Roll certified by Seller;


(g)              
Tenant Estoppel Letters obtained by Seller, if not already delivered to
Buyer, which must include those from all Major Tenants, and, as to each
Property individually, seventy five percent (75%) by number of the other
tenants who have signed Leases at that Property.  In the event that one or more
of the 







15




 










 








 




 








required Tenant Estoppel Letters for any of the
tenants other than the Major Tenants is not delivered at least three (3)
business days prior to Closing, the Seller shall have the right, in fulfillment
of this condition, to deliver a Landlord Estoppel Letter in the form attached
hereto as Exhibit 8.1(g) (“Landlord Estoppel Letter”).  If Seller delivers a Landlord
Estoppel Letter for any tenant and within ninety (90) days thereafter delivers
a Tenant Estoppel Letter from such tenant in form required herein and
containing the same provisions as are included in the Landlord Estoppel Letter,
Seller will be released from any and all liabilities and obligations thereafter
accruing under such Landlord Estoppel Letter.  In the event Seller shall be
unable to deliver a Tenant Estoppel Letter for any one or more of the Major
Tenants, any Tenant Estoppel letter indicates any valid claim of default by
Seller, as landlord, under the respective lease which is not cured on or before
the Closing Date and/or any Tenant Estoppel Letter materially conflicts with
the terms of the respective lease, then Buyer shall have the right, upon notice
thereof to Seller, to terminate this Agreement, in which event, the Earnest Money Deposit shall be returned to the Buyer
and the parties shall have no further rights or obligations under this
Agreement (except those indemnity and insurance obligations that specifically
survive termination).  In the event that Buyer shall not reject any Tenant
Estoppel so executed by the applicable tenant within seven (7) days after
receipt thereof from Seller, the same shall be deemed accepted by Buyer; 


(h)              
All REA Estoppel Letters obtained by Seller, if not already delivered to
Buyer;


(i)                
An owner’s affidavit in the form attached hereto as Exhibit 8.1(h);


(j)                
All documentation necessary to evidence the assumption of the Existing
Loan Documents by Buyer and the release of Seller and any existing guarantor
from all obligations under the Existing Loan Documents arising or accruing
subsequent to the Closing Date, including, without limitation, any assumption
agreement, subject to Seller’s reasonable review and approval (collectively,
the “Assumption Documents”);


(k)              
Resolutions or affidavits of Seller authorizing the transaction
described herein;


(l)                
All keys and other means of access to the Improvements in the possession
of Seller or its agents, or if the Improvements are accessed by a master key,
Buyer shall be responsible for re-keying such Improvements;


(m)            
Letters to tenants signed by Seller notifying the tenants of the
acquisition of the Property by Buyer and directing the tenants to pay all rents
and other sums to Buyer from and after the Closing Date; and


(n)              
Such other documents as the Title Company may reasonably request to
effect the transaction contemplated by this Agreement.


With regard to
the Assumption Documents referenced in Section 8.1(i) above, in the event the
Seller, Buyer and the Existing Lender are unable to agree upon acceptable terms
for such Assumption Documents on or before the Closing Date, the Seller and
Buyer shall each have a right to terminate this Agreement on the Closing Date, in which event the Earnest Money Deposit shall be returned
to the Buyer and the parties shall have no further rights or obligations under
this Agreement (except those indemnity and insurance obligations that
specifically survive termination).


8.2             
Buyer Deliveries.  At Closing Buyer shall deliver:


(a)               
A direction to Escrow Agent to disburse the Earnest Money Deposit to
Seller;


(b)              
The balance of the Purchase Price after credit for the principal balance
of the Existing Loan as of Closing;









16




 










 








 




 








(c)               
All Assumption Documents, subject to Buyer’s reasonable review and approval;


(d)              
The Assignment of Leases described in Subsection 8.1(d) above;


(e)               
Resolutions or affidavits of Buyer authorizing the transactions
described herein;


(f)               
Joinder(s) by Buyer in the letters to tenants required of Seller in
Section 8.1(l) above; and


(g)              
Such other documents as the Title Company may reasonably request to
effect the transactions contemplated by this Agreement.


8.3             
Reasonable Efforts.  Each of the parties hereto agrees to use
reasonable efforts to take or cause to be taken all actions reasonably
necessary, proper or advisable to consummate the transactions contemplated by
this Agreement.


 9.  BREACH; REMEDIES


9.1             
Breach by Seller.  In the event of a breach of Seller’s
obligations herein, Buyer may, at Buyer’s election: (i) terminate this
Agreement and receive a return of the Earnest Money Deposit, and the parties
shall have no further rights or obligations under this Agreement (except as
expressly survive termination); (ii) enforce this Agreement by suit for
specific performance; or (iii) waive such breach and close the purchase
contemplated hereby, notwithstanding such breach.  In the event that specific
performance shall not be available to Buyer due to the Seller’s intentional
conveyance of the Property or a portion thereof to a bona fide third party for
value in violation of the terms and conditions hereof, then, Buyer shall be
entitled to damages in an amount equal to all third party out of pocket costs
and expenses incurred by Buyer in connection with the transaction contemplated
hereby, but not in excess of $100,000 in any event.


9.2             
Breach by Buyer.  In the event of a breach of Buyer’s obligations
herein, Seller’s sole legal and equitable remedy (except for breaches related
to Buyer’s indemnity and insurance obligations) shall be to terminate this
Agreement and retain Buyer’s Earnest Money Deposit as AGREED LIQUIDATED DAMAGES
for such breach, and upon payment in full to Seller of such Earnest Money
Deposit, the parties shall have no further rights, claims, liabilities or
obligations under this Agreement (except the indemnity and insurance
obligations of Buyer, for which Seller, in the event of a breach thereof by
Buyer, shall have available to it all remedies at law or in equity).


 10.  MISCELLANEOUS 


10.1         
Commissions.  Seller and Buyer represent to each other that
neither Seller (in the case of Seller’s representation) nor Buyer (in the case
of Buyer’s representation) has dealt with nor does it have any knowledge of any
broker or other person who has or may have any claim against Seller, Buyer or
the Property for a brokerage commission, finder’s fee or like payment arising
out of or in connection with this transaction, other than Broker.  Buyer agrees
to indemnify and hold Seller harmless from any other such claim arising by,
through or under Buyer, and Seller agrees to indemnify and hold Buyer harmless
from any other such claim arising by, through or under Seller.  Seller shall be
solely responsible for and shall pay Broker a commission in the event of and at
Closing pursuant to a separate written agreement between Seller and Broker.


10.2         
Notices.  All notices and demands of any kind which either party
may be required or may desire to serve upon the other party in connection with
this Agreement shall be in writing, signed by the party or its counsel
identified below, and shall be served (as an alternative to personal service)
by registered or certified 







17




 










 








 




 








mail, overnight courier
service or facsimile transmission or e-mail (followed promptly by personal
service or mailing of a hard copy), at the addresses set forth below:


	
  As to Seller:

  	
  c/o Regency Centers Corporation

  Attention:  Barry Argalas

  One Independent Drive, Suite 114

  Jacksonville, FL  32202-5019

  Telephone:  904/598-7464

  Facsimile:  904/354-3448

  E-mail: 
  barryargalas@regencycenters.com

  

  

  
	
  With a copy to

  Seller’s Counsel

  	
  Rogers Towers, P.A.

  Attention:  John R. Ibach, Esq.

  1301 Riverplace Blvd., Suite 1500

  Jacksonville, FL  32207

  Telephone:  904/398-3911

  Facsimile:  904/396-0663

  E-mail:  bibach@rtlaw.com

  

  

  
	
  As to Buyer:

  	
  The Phillips Edison Group LLC

  Attention: Joel Staffilino and Hal Scudder

  11501 Northlake Drive

  Cincinnati, Ohio  45249

  Telephone:  513/554-1100

  Facsimile:  519/554-1009

  E-mail: 
  jstaffilino@phillipsedison.com and hscudder@phillipsedison.com 

  

  

  
	
  With a copy to

  Buyer’s Counsel:

  	
  Honigman Miller Schwartz and Cohn,
  LP

  Attention:  J. Adam Rothstein

  39400 Woodward Avenue, Suite 101

  Bloomfield Hills, Michigan  48304

  Telephone:  248/566-8478

  Facsimile:  248/566-8479

  E-mail:  arothstein@honigman.com

  

  

  
	
  With a copy to

  Escrow Agent:

  (if required)

  	
  Fidelity National Title Insurance Company

  Attn:  Alan Edmondson

  2001 Bryan Street, Suite 1700

  Dallas,
  Texas 75201

  Telephone:  214-220-1827

  Facsimile:  214-969-5348

  E-mail:  aedmondson@fnf.com  

  

  

  











18




 










 








 




 








Any such notice or demand so secured, shall constitute
proper notice hereunder upon posting to the United States Postal Service, a
nationally recognized overnight courier, or upon facsimile or e-mail
transmission provided that a copy thereof is forward via one of the other
methods of delivery referred to above.


10.3         
Headings.  The titles and headings of the various sections hereof
are intended solely for means of reference and are not intended for any purpose
whatsoever to modify, explain or place any construction on any of the
provisions of this Agreement.


10.4         
Validity. If any of the provisions of this Agreement or the
application thereof to any persons or circumstances shall, to any extent, be
invalid or unenforceable, the remainder of this Agreement shall not be affected
thereby, and every other provision of this Agreement shall be valid and
enforceable to the fullest extent permitted by law.


10.5         
Attorneys’ Fees.  In the event of any dispute, litigation or
other proceeding between the parties hereto to enforce any of the provisions of
this Agreement or any right of either party hereunder, the unsuccessful party
to such dispute, litigation or other proceeding shall pay to the successful
party all costs and expenses, including reasonable attorneys’ fees, incurred at
trial, on appeal, and in any arbitration, administrative or other proceedings,
all of which may be included in and as a part of the judgment rendered in such
litigation.  Any indemnity provisions herein shall include indemnification for
such costs and fees.  This section shall survive the Closing or a prior
termination hereof.


10.6         
Time. Time is of the essence of this Agreement, provided that if
any date upon which some action, notice or response is required of any party
hereunder occurs on a weekend or national holiday, such action, notice or
response shall not be required until the next succeeding business day.


10.7         
Governing Law.  This Agreement shall be governed by the laws of
the state in which the Real Property is located.


10.8         
Gender; Plural; Singular; Terms.  A reference in this Agreement
to any gender, masculine, feminine or neuter, shall be deemed a reference to
the other, and the singular shall be deemed to include the plural and vice
versa, unless the context otherwise requires.  The terms “herein,” “hereof,”
“hereunder,” and other words of a similar nature mean and refer to this
Agreement as a whole and not merely to the specified section or clause in which
the respective word appears unless expressly so stated.


10.9         
Exhibits.  All exhibits attached hereto are incorporated herein
by reference to the same extent as though such exhibits were included in the
body of this Agreement verbatim.


10.10     
Counterparts, Further Instruments, Etc. This Agreement may be
executed in counterparts, and when so executed shall be deemed executed as one
agreement. Seller and Buyer shall execute any and all documents and perform any
and all acts reasonably necessary to fully implement this Agreement.









19




 










 








 




 








10.11      No
Recording.  Neither this Agreement nor any memorandum notice or short form
hereof shall be recorded.


10.12     
Survival of Seller’s Representations and Warranties.  The
representations and warranties of Seller set forth in this Agreement,
including, without limitation, Article 4 hereof, shall survive the Closing for
a period of nine (9) months following the Closing Date (the “Survival Period”),
at which time they will be of no further force or effect except as hereinafter
provided in this Section 10.13.  No claim asserted after Closing for a breach
of any representation or warranty of Seller shall be actionable or payable if
the breach in question results from or is based on a condition, state of facts
or other matter which was known to Buyer prior to Closing or disclosed or
referenced in this Agreement, the documents delivered as part of the due
diligence documentation, the Existing Title Policies, Existing Survey, Title
Insurance Commitment or Survey.  Seller shall not have any liability to Buyer
for a breach of any representation or warranty (a) unless the valid claims for
all breaches with respect to the Property collectively aggregate more than
$10,000.00, in which event only the amount of such valid claims in excess of
$10,000.00 shall be actionable, up to the Cap (as defined in this Section
10.12), and (b) unless written notice containing a description of the specific
nature of such breach shall have been given by Buyer to Seller prior to the
expiration of the Survival Period and an action shall have been commenced and
filed by Buyer against Seller within sixty (60) days after delivery of notice
of the alleged breach.  As used herein, the term “Cap” shall mean One Million
Five Hundred Thousand Dollars ($1,500,000.00) in the aggregate.  In no event
whatsoever shall Seller have any liability to Buyer in excess of the Cap for
any claims asserted after Closing for a breach.


10.13     
Successors and Assigns.  Buyer shall not assign its rights
hereunder except to affiliated entities.  An affiliated entity for purposes
hereof shall include any entity which is wholly owned by a party or by a parent
of a party, or any entity in which a party or a parent of a party has an equity
interest and is a general or managing partner/member.  The terms and provisions
of this Agreement shall be binding upon and shall inure to the benefit of the
heirs, successors and permitted assigns of the parties.  No third parties,
including any brokers or creditors, shall be beneficiaries hereof or entitled
to any rights or benefits hereunder.  The rights to acquire each Property shall
be assigned by Buyer to three separate Affiliates and all three shall then
perform the Buyer's obligations hereunder, and Seller consents to the same.


10.14     
Entire Agreement.  This Agreement, together with the exhibits
attached hereto, supersedes all prior agreements between the parties as to the
Property, if any, and constitutes the entire agreement between the parties with
respect to the subject matter hereof.  This Agreement may not be modified,
amended or otherwise changed in any manner except by a writing executed by
Buyer and Seller or their respective counsel identified herein.


10.15     
Facsimile or .pdf.  Signatures to this Agreement transmitted by
telecopy or email (.pdf) shall be valid and effective to bind the party so
signing.  Each party agrees to promptly deliver an execution original to this
Agreement with its actual signature to the other party, but a failure to do so
shall not affect the enforceability of this Agreement, it being expressly
agreed that each party to this Agreement shall be bound by its own telecopied
or emailed signature and shall accept the telecopied or emailed signature of
the other party to this Agreement.


10.16     
Radon Gas.  Radon is a naturally occurring radioactive gas which,
when it has accumulated in a building in sufficient quantities, may present
health risks to persons who are exposed to it over time.  Levels of radon which
exceed federal and state guidelines have been found in buildings in Florida. 
Additional information regarding radon and radon testing may be obtained from
the county public health unit.









20




 










 








 




 








10.17      Kleinwood. 
The Seller has previously disclosed that there is PERC contamination on the
Kleinwood Property.  At Closing, the Buyer shall receive a credit in the amount
of Four Hundred Fifty Thousand and 00/100 Dollars ($450,000.00) (the
“Environmental Credit”) against the Purchase Price with respect to PERC
contamination at the Kleinwood Property.  Seller shall have no further
obligations or liability with respect to the PERC contamination of the
Kleinwood Property other than the payment of the Environmental Credit at
Closing.  


10.18     
Publix ROFO.  The Murray Landing Property and the Vineyard
Property are each subject to a right of first offer (“ROFO”) in favor of Publix
Super Markets, Inc. (“Publix”).  In the event Publix exercises its ROFO with
respect to either Property, this Agreement shall terminate, the Earnest Money
Deposit shall be returned to the Buyer, and in the event such election is made after
the loan assumption application has been submitted, the Seller shall reimburse
Buyer for any Assumption Costs previously incurred by Buyer.


10.19     
Escrow for Med Spa at Kleinwood Property.  Buyer and Seller have
agreed to establish an escrow account at Closing with respect to space B134
(approximately 1,600 square feet) of the Kleinwood Property contemplated to be
leased to Med Spa (the "Med Spa Space").  At Closing, Seller shall
deposit with the Escrow Agent the sum of $26,400.00 (the “Med Spa Rent Escrow
“) for twelve (12) months' (the "Med Spa Escrow Term") gross rent for
the Med Spa Space.  The Med Spa Rent Escrow shall be held in an interest
bearing account in the name of MCW-RC III Kleinwood Center, L.P.  During the Med Spa Escrow Term, until such time that Med
Spa or a substitute tenant commences paying monthly rent in an amount not less
than $2,200.00 (the “Med Spa Minimum Monthly Rent”) for the Med Spa Space,
Buyer shall be entitled to monthly disbursements from the Med Spa Rent Escrow
on the first (1st) day of each calendar month in an amount equal to the
difference between the aggregate Med Spa Minimum Monthly Rent and the amount of
monthly rent actually received by Buyer for the previous month with respect to
the Med Spa Space (the “Med Spa Monthly Rent Payment”).  At Closing, the Buyer
shall receive the pro-rated portion of such Med Spa Monthly Rent Payment for
the month of Closing.  The Escrow Agent shall make such Med Spa Monthly Rent
Payment within five (5) days after request from Buyer for such disbursement.  


     In the event Seller has executed a new lease (the “New
Med Spa Lease”) with Med Spa or a substitute tenant prior to Closing, no escrow
for tenant improvement allowance or leasing commissions shall be required at
Closing.  In such event, the Seller shall pay the tenant improvement allowance
and leasing commissions due under the New Med Spa Lease directly to the tenant
and brokers as they become due.  If a New Med Spa Lease has not been executed
at Closing, Seller shall deposit with the Escrow Agent the sum of $40,000.00
(the “Med Spa TI Escrow”) for tenant improvement allowance for the Med Spa
Space, plus (iii) $5,600.00 (the “Med Spa LC Escrow”) for leasing commissions
for the Med Spa Space.  At such time after Closing that the tenant under a new
lease of the Med Spa Space is entitled to a tenant improvement allowance, the
Escrow Agent shall disburse to Buyer a portion of the Med Spa TI Escrow in an
amount equal to such tenant improvement allowance to be disbursed to such
tenant in accordance with the new lease, not to exceed $40,000.00.  In
addition, at such time that the leasing commission is due under the New Med
Spa  Lease, the Escrow Agent shall disburse a portion of the Med Spa LC Escrow
to the Buyer and/or to the applicable broker who procured the new lease in
accordance with the separate agreement entered into with that broker, not to
exceed $5,600.00.  In any event, the Seller acknowledges and agrees that it
shall be responsible for any additional landlord obligations necessary to deliver
the Med Spa Space to the new tenant in the condition required under a new lease
for the Med Spa Space.


10.20     
Escrow for Little Caesar’s at Kleinwood Property.  Buyer and
Seller have agreed to establish an escrow account at Closing with respect to
approximately 1,500 square feet of the Kleinwood Property contemplated to be
leased to Little Caesars Enterprises, Inc. (the "Little Caesars
Space").  At Closing, Seller shall deposit with the Escrow Agent the sum
of $33,000.00 (the “Little Caesars Rent Escrow”) for twelve (12) 







21




 










 








 




 








months' (the "Little Caesars Escrow Term")
gross rent for the Little Caesars Space.  The Little Caesars Rent Escrow shall
be held in an interest bearing account in the name of MCW-RC III Kleinwood
Center, L.P.  During the Little Caesars Escrow Term, until such time that Little Caesars
Enterprises or a substitute tenant commences paying monthly rent in an amount
not less than $2,750.00 (the “Little Caesars Minimum Monthly Rent”) for the
Little Caesars Space, Buyer shall be entitled to monthly disbursements from the
Little Caesars Rent Escrow on the first (1st) day of each calendar month in an
amount equal to the difference between the aggregate Little Caesars Minimum Monthly Rent and the amount of monthly rent
actually received by Buyer for the previous month with respect to the Little
Caesars Space (the “Little Caesars Monthly Rent Payment”).  At Closing, the
Buyer shall receive the pro-rated portion of such Little Caesars Monthly Rent
Payment for the month of Closing.  The Escrow Agent shall make such Little
Caesars Monthly Rent Payment within five (5) days after request from Buyer for
such disbursement.  


     In the event Seller has executed a new lease (the
“Little Caesars New Lease”) with Little Caesars Enterprises or a substitute
tenant prior to Closing, no escrow for tenant improvement allowance or leasing
commissions shall be required at Closing.  In such event, the Seller shall pay
the tenant improvement allowance and leasing commissions due under the Little
Caesars New Lease directly to the tenant and brokers as they become due.  If a
Little Caesars New Lease has not been executed at Closing, Seller shall deposit
with the Escrow Agent the sum of $37,500.00 (the “Little Caesars TI Escrow”)
for tenant improvement allowance for the Little Caesars Space, plus (iii)
$6,600.00 (the “Little Caesars LC Escrow”) for leasing commissions for the
Little Caesars Space.  At such time after Closing that the tenant under a new
lease of the Little Caesars Space is entitled to a tenant improvement allowance,
the Escrow Agent shall disburse to Buyer a portion of the Little Caesars TI
Escrow in an amount equal to such tenant improvement allowance to be disbursed
to such tenant in accordance with the new lease, not to exceed $37,500.00.  In
addition, at such time that the leasing commission is due under the Little
Caesars New Lease, the Escrow Agent shall disburse a portion of the Little
Caesars LC Escrow to the Buyer and/or to the applicable broker who procured the
new lease in accordance with the separate agreement entered into with that
broker, not to exceed $6,600.00.  In any event, the Seller acknowledges and
agrees that it shall be responsible for any additional landlord obligations
necessary to deliver the Little Caesars Space to the new tenant in the condition
required under a new lease for the Little Caesars Space.


10.21     
1031 Exchange.  Buyer acknowledges that Seller may effect a
like-kind exchange under Section 1031 of the Internal Revenue Code of 1986, as
amended (the “Code”).  Accordingly, Buyer agrees that it will cooperate with
Seller to effect a tax-free exchange in accordance with the provisions of
Section 1031 of the Code and the regulations promulgated with respect thereto. 
Seller shall be solely responsible for any additional fees, costs or expenses incurred
in connection with the like-kind exchange contemplated by this paragraph, and
Buyer shall not be required to incur any debt, obligation or expense in
accommodating Seller hereunder.  In no event shall Seller’s ability or
inability to effect a like-kind exchange, as contemplated hereby, in any way
delay the Closing or relieve Seller from its obligations and liabilities under
this Agreement.  Seller hereby agrees to indemnify and hold harmless Buyer from
any liability, losses or damages incurred by Buyer in connection with or
arising out of the Section 1031 like-kind exchange, including but not limited
to any tax liability.


10.22     
Purchase of Property Only.  The parties acknowledge that the
purchase and sale of the Property involves only the purchase and sale of the
Property and that Seller is not selling a business nor do the parties intend
that Buyer be deemed a successor of Seller with respect to any debts,
liabilities and obligations of Seller other than the tenants under the Leases,
any Contracts assumed by Buyer and any obligations and liabilities as owner of
the Property.  Seller shall be liable for all payments and benefits to past
and/or present employees of Seller in connection with the business being
conducted on or from the Property as may have accrued through Closing
(including, but not limited to, salaries, wages, commissions, bonuses, vacation
pay, health and welfare contributions, pensions, profit sharing, severance or
termination pay, or any other form of compensation or fringe benefit).









22




 










 








 




 








10.23      Escrow Agent.  The terms and conditions set forth in this Agreement shall
constitute both an agreement between Seller and Buyer and instructions for
Escrow Agent, which Escrow Agent shall acknowledge and agree to be bound by, as
evidenced by its execution of this Agreement.  Seller and Buyer shall promptly
execute and deliver to Escrow Agent any separate or additional escrow
instructions requested by Escrow Agent which are consistent with the terms of
this Agreement.  Any separate or additional instructions shall not modify or
amend the provisions of this Agreement unless otherwise expressly agreed by
mutual consent of Buyer and Seller.  Buyer and Seller both hereby acknowledge
and agree that Escrow Agent shall hold and deliver the Earnest Money Deposit
and all other deposits which may be made under this Agreement in accordance
with the terms and conditions of this Agreement and that Escrow Agent shall be
relieved of all liability and held harmless by both Seller and Buyer in the
event Escrow Agent makes any disbursement of such monies in accordance with the
terms and provisions of this Agreement.  Escrow Agent shall be relieved from
any responsibility or liability and held harmless by both Buyer and Seller in
connection with the discharge of Escrow Agent’s duties hereunder provided that
Escrow Agent exercises ordinary and reasonable care in the discharge of such
duties.


     By their execution and
delivery of this Agreement, the Buyer and Seller acknowledge and confirm that
under certain circumstances deposits (including the funds subject to this
Agreement) may not be insured or fully insured by the Federal Deposit Insurance
Corporation (“FDIC”).  Each party has made its own analysis of FDIC insurance
regulations affecting, or potentially affecting, the funds subject to this
Agreement and is not relying upon any advice from the Escrow Agent as to FDIC
matters.  The Buyer and Seller understand and agree that Escrow Agent is
holding the escrow funds as agent and that the funds are not trust funds. 
Simultaneously with final disbursement of the escrow funds pursuant to this
Agreement, Escrow Agent shall be released of all liability and responsibility
under this Agreement.  The Escrow Agent may act in reliance upon any writing or
instrument or signature which it, in good faith, believes to be genuine. 
Escrow Agent may assume that any person purporting to give any writing, notice,
advice or instructions in connection with the provisions hereof, has been duly
authorized to do so.  The Escrow Agent undertakes and agrees to perform only
such duties as expressly set forth herein.  The duty of the Escrow Agent
hereunder shall be limited to the safe keeping of the escrow funds and the
disposition of same in accordance with the provisions hereof.  The Escrow Agent
shall have the right, but not the obligation, to require a written statement
signed by the Buyer and Seller confirming satisfaction of all conditions
precedent to disbursement of funds hereunder and authorizing disbursement of
said funds, together with accrued interest, if any.  All notices to or from
Escrow Agent shall be in writing.  The Buyer and Seller hereby release Escrow
Agent from any losses incurred with respect to funds deposited hereunder by
reason of the absence of or insufficiency of FDIC insurance with respect to
such funds.  The Buyer and Seller acknowledge that Escrow Agent has entered
into this Agreement at their specific request and, in order to induce Escrow
Agent to accept said escrow, do hereby agree to indemnify and hold Escrow Agent
harmless from all loss, cost and expense, including reasonable attorneys’ fees
and court costs, which it may suffer or incur as a result of acting as Escrow
Agent under this Agreement, including, without limitation, claims arising with
respect to the absence or insufficiency of FDIC insurance for funds subject to
this Agreement.  In the event of any dispute as to the disbursement of escrow
funds or any claim thereto by any party or person, Escrow Agent shall have the
right to bring a suit in interpleader in the Circuit Court for Duval County,
Florida naming the parties to this Agreement and any other parties as may be
appropriate in the opinion of Escrow Agent.  The Buyer and Seller shall
indemnify and hold harmless Escrow Agent from all costs, including attorneys’
fees, in connection with such interpleader action.  Upon the filing of said
suit and deposit of the balance of escrow funds in the registry of the Court,
Escrow Agent shall have the right to withdraw from said suit, and all
obligations of Escrow Agent shall cease and terminate.  


10.24     
No Back Offers or Agreements.  Seller shall not, during the term
of this Agreement, enter into any back up offers, agreements, options or the
like for the sale of the Property to any third party and nor shall 







23




 










 








 




 








Seller market the Property for sale or otherwise solicit
any of such back up offers, agreements, options or the like directly or
indirectly through third parties.  


Books and Records.  Buyer has advised Seller that Buyer may be required
to file, in compliance with certain laws and regulations (including, without
limitation, Regulation S-X of the Securities and Exchange Commission), audited
financial statements, pro forma financial statements and other financial
information related to the Property for up to three (3) fiscal years prior to
Closing and any interim period during the fiscal year in which the Closing
occurs (the “Financial Information”).  Following the Closing, Seller
agrees to use its commercially reasonably efforts to cooperate with Buyer and
its representatives and agents in the preparation of required Financial
Information; provided, however, Seller shall not be required to incur any
expenses or costs unless Buyer reimburses Seller for the same. 
Notwithstanding the foregoing, Seller shall not be required to provide any information
deemed confidential by Seller in its reasonable discretion.  Buyer acknowledges
Buyer may not use the results of its review under this Section 10.22 to pursue
any claim against Seller under the terms of this Agreement


 


[SIGNATURES BEGIN ON FOLLOWING PAGE]












24




 










 








 




 








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


 


“SELLER”



MCW-RC III MURRAY LANDING, LLC, a Delaware limited liability company


By: 
Macquarie CountryWide-Regency III, LLC, a   


       
Delaware limited liability company


Its:  
Sole Member


       
By:  Macquarie-Regency Management, LLC, a


               
Delaware limited liability company


       
Its:  Managing Member 


              
By:  Regency Centers, L.P., a Delaware 


      
                limited partnership


        
Its:  Managing Member


                      
By:  Regency Centers Corporation, a


                              
Florida corporation


                      
Its:  General Partner




           By:  /s/ Barry Argalas

                 Name:  Barry Argalas

                 Its:  Senior Vice President




     Date:        10/1/12_______



     Tax Identification No: ____________












25




 










 








 




 








“SELLER”


MCW-RC III KLEINWOOD
CENTER, L.P., a Texas limited
partnership


By: 
MCW-RC III Kleinwood GP, LLC, a            


       
Delaware limited liability company


Its:  
General Partner


       
By:  Macquarie CountryWide-Regency III, 


       
LLC, a Delaware limited liability


       
company


       
Its:   Sole Member


      
         By:  Macquarie-Regency Management,


               
LLC, a Delaware limited liability \ 


               
company


                
Its:  Managing Member 


                
By:  Regency Centers, L.P., a 


                
Delaware limited partnership


                
Its:   Managing Member


                        
By:  Regency Centers Corporation, 


                        
a Florida corporation


                        
Its:  General Partner


 


               
By: /s/ Barry Argalas

                Name:  Barry Argalas

                Its:  Senior Vice President




    Date:            10/1/12____________



    Tax Identification No: __________


 





 









26




 










 








 




 








“SELLER”



MCW-RC III VINEYARD SHOPPING CENTER, LLC., a Delaware limited liability
company


By: 
Macquarie CountryWide-Regency III, LLC, a       


       
Delaware limited liability company


Its: 
Member


      
By:  Macquarie-Regency Management, LLC, a


      
Delaware limited liability company


      
Its:  Managing Member 


              
By:  Regency Centers, L.P., a Delaware


              
limited partnership


              
Its:   Managing Member


                       
By:  Regency Centers Corporation, 


                        
a Florida corporation


                        
Its:  General Partner




                By: /s/ Barry Argalas                          

                Name:  Barry Argalas

                Its:  Senior Vice President




    Date:             10/1/12___________



    Tax Identification No: __________


 





 









27




 










 








 




 








	
   

  	
  “BUYER”

  THE PHILLIPS EDISON GROUP
  LLC, 

  an
  Ohio limited liability company

  By:    
   PHILLIPS EDISON LIMITED

             
  PARTNERSHIP,

             
  a Delaware limited partnership,

              Managing Member

             
  By:      PHILLIPS EDISON &

                         
  COMPANY, INC.,

                  
         a Maryland corporation,

                          General Partner

                         
  By:      /s/ Robert F. Myers

                         
  Name:  Robert F. Myers__ 

                         
  Its:        President________ 

   

  Date:  October  4, 2012

   

  Tax Identification No:  20-1155318_______ 

   

  
	
   

  	
   

  




 












28




 










 








 




 








JOINDER OF ESCROW
AGENT


         Escrow Agent joins herein for the purpose of
agreeing to comply with the terms hereof insofar as they apply to Escrow
Agent.  Escrow Agent shall receive and hold the Earnest Money Deposit in trust,
to be disposed of in accordance with the provisions of the foregoing
Agreement.  


 


FIDELITY NATIONAL TITLE
INSURANCE COMPANY





By:_____________________________

         Its Authorized Agent



Date:____________________________



         “ESCROW AGENT”












29




 










 








 




 








EXHIBIT 1.12


Existing Loan Documents


       I.           
Kleinwood
Center


1.        Promissory Note executed December 14, 2006
by MCW-RC III Kleinwood Center, L.P., a Texas limited partnership in favor of
Wachovia Bank, National Association, a national banking association in the
original principal amount of $23,640,000.00


2.        Deed of Trust, Assignment of Rents, Security
Agreement and Fixture Filing executed December 14, 2006 by MCW-RC III Kleinwood
Center, L.P., a Texas limited partnership, as trustor (“Borrower”) to William
D. Cleveland, Esq., as trustee (“Trustee”) for the benefit of Wachovia Bank,
National Association, a national banking association, as beneficiary (“Lender”)
securing the principal amount of $23,640,000.00


3.       Assignment of Leases and Rents (“Assignment”)
dated December 14, 2006, by MCW-RC III Kleinwood Center, L.P., a Texas limited
partnership (“Borrower”) to Wachovia Bank, National Association, a national
banking association, as assignee (“Lender”)


4.       UCC-1 Financing Statements


(a)    
 County


(b)      Secretary of State


5.       Indemnity and Guaranty Agreement dated
December 14, 2006 by MCW-RC III Kleinwood Center, L.P., a Texas limited
partnership (“Indemnitor”) to Wachovia Bank, National Association, a national
banking association, as assignee (“Lender”)


6.        Post Closing Agreement dated December 14,
2006, by MCW-RC III Kleinwood Center, L.P., a Texas limited partnership
(“Borrower”) to Wachovia Bank, National Association, a national banking
association (“Lender”)


7.        Receipt and Closing Certificate Dated
December 14, 2006


8.        W-9 Request for Taxpayer ID - MCW-RC III
Kleinwood Center, L.P., a Texas limited partnership (“Borrower”)


9.        Trigger Event Agreement dated December 14,
2006





 









30




 










 








 




 








 


II.        Murray Landing


1.         Promissory Note executed December 14, 2006
by MCW-RC III Murray Landing, LLC, a Delaware limited liability company in
favor of Wachovia Bank, National Association, a national banking association in
the original principal amount of $6,330,000.00


2.         Mortgage, Assignment of Rents, Security
Agreement and Fixture Filing executed December 14, 2006 by MCW-RC III Murray
Landing, LLC, a Delaware limited liability company, as mortgagor (“Borrower”)
to Wachovia Bank, National Association, a national banking association, as
mortgagee (“Lender”) securing the principal amount of $6,330,000.00 


3.         Assignment of Leases and Rents dated
December 14, 2006, by MCW-RC III Murray Landing, LLC, a Delaware limited
liability company (Borrower”) to Wachovia Bank, National Association, a
national banking association, as assignee (“Lender”)


4.         UCC-1 Financing Statements


            (a)      County


            (b)      Secretary of State


5.         Indemnity and Guaranty Agreement dated
December 14, 2006, by MCW-RC III Murray Landing, LLC, a Delaware limited
liability company (Indemnitor) to Wachovia Bank, National Association, a
national banking association, as assignee (“Lender”)


6.         Post Closing Agreement dated December 14,
2006, by MCW-RC III Murray Landing, LLC, a Delaware limited liability company
(Borrower”) to Wachovia Bank, National Association, a national banking
association, as assignee (“Lender”)


7.         Receipt and Closing Certificate Dated
December 14, 2006


8.        W-9 Request for Taxpayer ID - MCW-RC III
Murray Landing, LLC (Borrower”)


9.         Trigger Event Agreement dated December 14,
2006





 









31




 










 








 




 








 


III       
Vineyard






1.                 
Promissory Note executed December
14, 2006 by MCW-RC III Vineyard Shopping Center, LLC, a Delaware limited
liability company in favor of Wachovia Bank, National Association, a national
banking association in the original principal amount of $6,600,000.00


2.                 
Mortgage, Assignment of Rents,
Security Agreement and Fixture Filing executed December 14, 2006 by MCW-RC III
Vineyard Shopping Center, LLC, a Delaware limited liability company, as
mortgagor (“Borrower”) to Wachovia Bank, National Association, a national
banking association, as mortgagee (“Lender”) securing the principal amount of
$6,600,000.00 


3.                 
Assignment of Leases and Rents
dated December 14, 2006 by  MCW-RC III Vineyard Shopping Center, LLC, a
Delaware limited liability company, as mortgagor (“Borrower”) to Wachovia Bank,
National Association, a national banking association, as mortgagee (“Lender”)


4.                 
UCC-1 Financing Statements


(a)               
County 


(b)              
Secretary of State


5.                 
Indemnity and Guaranty Agreement
dated December 14, 2006 by MCW-RC III Vineyard Shopping Center, LLC
(“Indemnitor’) in favor of Wachovia Bank, National Association, a national
banking association (“Lender”)


6.                 
Post Closing Agreement dated
December 14, 2006 by MCW-RC III Vineyard Shopping Center, LLC (“Borrower”), to
Wachovia Bank, National Association, a national banking association (“Lender”)


7.                 
Receipt and Closing Certificate
dated December 14, 2006


8.                 
W-9 Request for Taxpayer ID -
MCW-RC III Vineyard Shopping Center, LLC (“Borrower”)


9.                 
Trigger Event Agreement dated
December 14, 2006












32




 










 








 




 








EXHIBIT 1.19


Major Tenants


	
  Shopping Center

  	
  Major Tenants

  
	
  Murray Landing

  	
  Publix, Anytime Fitness

  
	
  Kleinwood

  	
  HEB, Specs Liquor, Rachel's Hallmark

  
	
  Vineyard

  	
  Publix, Anytime Fitness

  




 


 
 







33




 










 








 




 








EXHIBIT 1.25


Existing Title Policies


 


	
  Shopping Center

  	
  Existing Title Policies

  
	
  Murray Landing

  	
  Chicago
  Title Insurance Company Policy No. 7210640-16748 dated December 15, 2006

  
	
  Kleinwood

  	
  Chicago
  Title Insurance Company Policy No. 44-901-100-TNB2612-B, dated 12/15/06

  
	
  Vineyard

  	
  Chicago
  Title Insurance Company Policy No. 7210609-72496367, dated 10/5/06

  




 












34




 










 








 




 








EXHIBIT 1.26


Rent Rolls


 












35




 










 








 




 








EXHIBIT 1.27

Seller’s Documents

Page 1 of 3


	
  Accounting

  	
  Kleinwood Center

  	
  Murray Landing

  	
  Vineyard Shopping
  Ctr

  
	
  Operating Budget - Current year

  	
  Yes

  	
  Yes

  	
  Yes

  
	
  Income Statements - YTD and 5 year historical (by Quarter
  and Audited Financials if  available)

  	
  Yes

  	
  Yes

  	
  Yes

  
	
  General Ledger - YTD and 3 year historical 

  	
  Yes

  	
  Yes

  	
  Yes

  
	
  Capital Budget - YTD and 3 year historical

  	
  N/A

  	
  N/A

  	
  N/A

  
	
  Real Estate Bills and Appeals - 3 year historical

  	
  Yes

  	
  Yes

  	
  Yes

  
	
  CAM, Real Estate Tax and Insurance Reconciliations - 3 year
  historical

  	
  Yes

  	
  Yes

  	
  Yes

  
	
  Schedule of Security Deposits and Prepaid Rents

  	
  Yes

  	
  Yes

  	
  Yes

  
	
  Promotional Fund - Budget and Year End Reconciliation

  	
  N/A

  	
  N/A

  	
  N/A

  
	
  Trial Balance - YTD and Prior Year (by Quarter)

  	
  N/A

  	
  N/A

  	
  N/A

  
	
  Detail of Cash Receipts and Disbursements Journal-YTD and Prior
  Year

  	
  N/A

  	
  N/A

  	
  N/A

  
	
  Detailed accrued expense and accounts payable listing -
  previous 2 years

  	
  N/A

  	
  N/A

  	
  N/A

  
	
  Detailed Rent Straight Line Schedule - Prior Year and
  Current Quarter

  	
  N/A

  	
  N/A

  	
  N/A

  
	
  Representation letter in support of the historical
  financial information

  	
  N/A

  	
  N/A

  	
  N/A

  
	
  Support for any allocated expenses allocated to property in
  prior year and current year

  	
  N/A

  	
  N/A

  	
  N/A

  
	
  Operations

  	
   

  	
   

  	
   

  
	
  Warranties (roof, HVAC, elevator, etc.) 

  	
  Yes

  	
  Yes

  	
  Yes

  
	
  Vendor Contact List & Vendor Contracts (landscaping, sweeping,
  snow, trash, etc.)

  	
  Yes

  	
  Yes

  	
  Yes

  
	
  Copies of all  bills for YTD and prior year
  (electric, water, phone, landscape, lot sweeping, R&M, G&A, etc.)

  	
  Yes

  	
  Yes

  	
  Yes

  
	
  Storm Water Management Plan and annual maintenance costs

  	
   

  	
   

  	
   

  
	
  O&M Manuals

  	
  N/A

  	
  N/A

  	
  N/A

  
	
  Personal Property and Supplies Inventory (located on site
  and will remain after closing)

  	
  N/A

  	
  N/A

  	
  N/A

  
	
  Schedule of utility meters and
  required deposits (gas, electric, telephone, water, etc.) 

  	
  Yes

  	
  Yes

  	
  Yes

  
	 	 	 	 	 














36




 










 








 




 








Exhibit 1.27 – Seller's Documents


Page 2 of 3


 


	
  Tenant Information

  	
   

  	
   

  	
   

  
	
  Leases, Amendments, Assignments, Addendums, Commencement
  Date Letters and Letter Agreements for all
  tenants                                                                                                                                                                                        
  

  	
  Yes

  	
  Yes

  	
  Yes

  
	
  Tenant Correspondence files for all tenants

  	
   

  	
   

  	
   

  
	
  Lease Abstracts for all tenants

  	
  N/A

  	
  N/A

  	
  N/A

  
	
  Tenant Contact Sheet and
  Guarantor Contact Sheet (name, address, phone number) 

  	
  Yes

  	
  Yes

  	
  Yes

  
	
  Rent Roll - Current Year and 5 year historical 

  	
  Yes

  	
  Yes

  	
  Yes

  
	
  Tenant Improvement Construction Contracts (for work in
  progress)    
                                                                               

  	
  N/A

  	
  N/A

  	
  N/A

  
	
  Schedule of unpaid Tenant Improvements

  	
  Yes

  	
  N/A

  	
  N/A

  
	
  Schedule of unpaid Lease Commissions

  	
  N/A

  	
  N/A

  	
  N/A

  
	
  Schedule of Pending Leases; LOI's Under Negotiation; Leases
  Out for Signature

  	
  Yes

  	
  N/A

  	
  N/A

  
	
  Tenant Sales Information - YTD
  and 5 year historical

  	
  Yes

  	
  Yes

  	
  Yes

  
	
  Tenant Invoices - Most recent calendar month

  	
  Yes

  	
  Yes

  	
  Yes

  
	
  Tenant Delinquency Report -
  Current and previous 3 calendar years

  	
  Yes

  	
  Yes

  	
  Yes

  
	
  Tenant Rent Checks - Most recent calendar month

  	
  N/A

  	
  N/A

  	
  N/A

  
	
  Tenant Ledger - YTD and previous 2 years

  	
  Yes

  	
  Yes

  	
  Yes

  
	
  Broker Listing Agreement

  	
  N/A

  	
  N/A

  	
  N/A

  
	
  Tenant Certificates of Insurance

  	
  Yes

  	
  Yes

  	
  Yes

  
	
  Tenant Certificates of Occupancy

  	
  N/A

  	
  N/A

  	
  N/A

  
	
  Tenant Financial Statements

  	
   

  	
   

  	
   

  
	
  Executed Tenant Estoppels and SNDAs

  	
  N/A

  	
  N/A

  	
  N/A

  







 









37




 










 








 




 








Exhibit 1.27 – Seller's Documents


Page 3 of 3


 


	
  Construction

  	
   

  	
   

  	
   

  
	
  Site Plan

  	
   

  	
   

  	
   

  
	
  As Built Plans (on CD)

  	
  Yes

  	
  Yes

  	
  Yes

  
	
  Public Works Agreements and related bonds

  	
   

  	
   

  	
   

  
	
  Licenses and permits (including signage)

  	
  N/A

  	
  N/A

  	
  N/A

  
	
  Lien waivers

  	
   

  	
   

  	
   

  
	
  Title

  	
   

  	
   

  	
   

  
	
  Owner's Title Insurance Policy & Recorded title
  documents

  	
  Yes

  	
  Yes

  	
  Yes

  
	
  Claims History - 3 years historical

  	
  Yes

  	
  Yes

  	
  Yes

  
	
  Schedule of all pending litigation

  	
  N/A

  	
  N/A

  	
  N/A

  
	
  Other

  	
   

  	
   

  	
   

  
	
  Environmental Reports (Phase I, Phase II, etc.) &
  Environmental correspondence

  	
  Yes

  	
  Yes

  	
  Yes

  
	
  ALTA As-Built Survey

  	
  Yes

  	
  Yes

  	
  Yes

  
	
  Property Condition Report

  	
  N/A

  	
  N/A

  	
  N/A

  
	
  Roof Report

  	
  N/A

  	
  N/A

  	
  N/A

  
	
  Appraisal

  	
  N/A

  	
  N/A

  	
  N/A

  
	
  Flood Certificates

  	
  N/A

  	
  N/A

  	
  N/A

  
	
  Seismic Reports

  	
  N/A

  	
  N/A

  	
  N/A

  
	
  Loan Documents 

  	
  Yes

  	
  Yes

  	
  Yes

  




 












38




 










 








 




 








EXHIBIT 1.29


Identification of Existing Survey


 


	
  Shopping Center

  	
  Identification of Existing Survey

  
	
  Murray Landing

  	
  Joseph L. McIntyre, SC PLS, Whitworth &
  Associates, Inc.. dated 9/20/06, Job No. 06-176

  
	
  Kleinwood

  	
  Fred W. Lawton, RPLS No. 2321, Landco LP, dated
  9/26/06, Job No. 06-4074/1624-06

  
	
  Vineyard

  	
  Alan D. Platt, PLS, dated 9/21/06, Project No. 6121

  




 












39




 










 








 




 








EXHIBIT 1.30


Form of Tenant Estoppel Letter


_________________

(date) 


________________________

Attention:________________

________________________

________________________


RE:
_____________________________________________ (Name of Shopping Center)


Ladies and Gentlemen:


The undersigned (Tenant) has been advised
you may purchase the above Shopping Center, and we hereby confirm to you that:


1.     
The undersigned is the Tenant of _________________,
Landlord, in the above Shopping Center, and is currently in possession and
paying rent on premises known as __________________________ Store No. ______
[or Address: _____________], and containing approximately _____ square feet,
under the terms of the lease dated _______, which has (not) been amended by
amendment dated the “Lease”).  There are no other written or oral agreements
between Tenant and Landlord.  Tenant neither expects nor has been promised any
inducement, concession or consideration for entering into the Lease, except as
stated herein, and there are no side agreements or understandings between
Landlord and Tenant.


 


2.     
The term of the Lease commenced on
___________, expiring on ___________________, with options to extend of
________________ (___) years each.


 


3.     
As of ____________________,
monthly minimum rental is $_______________ a month.


 


4.     
Tenant is required to pay its
allocated share of Common Area Expenses and its allocated share of the Shopping
Center’s real property taxes and insurance cost as set forth in the lease. 
Current additional monthly payments for expense reimbursement total
$____________ per month for common area maintenance, property insurance and
real estate taxes.


 


5.     
Tenant has given [no security
deposit] [a security deposit of $______________].


 


6.     
No payments by Tenant under the
Lease have been made for more than one (1) month in advance, and minimum rents
and other charges under the Lease are current.


 


7.     
All matters of an inducement
nature and all obligations of the Landlord under the Lease concerning the
construction of the Tenant’s premises and development of the Shopping Center,
including without limitation, parking requirements, have been performed by
Landlord.


 


8.     
The Lease contains no first right
of refusal, option to expand, option to terminate, or exclusive business
rights, except as follows: _________________________









40




 










 








 




 








 


9.     
Tenant knows of no default by
either Landlord or Tenant under the Lease, and knows of no situations which,
with notice or the passage of time, or both, would constitute a default. 
Tenant has no rights to off-set or defense against Landlord as of the date
hereof.


 


10. 
The undersigned has not entered
into any sublease, assignment or any other agreement transferring any of its
interest in the Lease or the Premises except as follows:


The undersigned makes this statement for
your benefit and protection with the understanding that you intend to rely upon
this statement in connection with your intended purchase of the above described
Premises from Landlord.  The undersigned agrees that it will, upon receipt of
written notice from Landlord, commence to pay all rents to you or to any Agent
acting on your behalf.


	
  

  

  

  

  Mailing Address:

  

  _____________________________

  

  _____________________________

  	
  Very truly yours,

  

  

  __________________________

  ______________________(Tenant)

  

  

  By:___________________________

  Its:___________________________

  




 












41




 










 








 




 








EXHIBIT 4.3


Threatened Litigation or Pending Proceedings


 


	
  Shopping Center

  	
  Threatened Litigation or Pending Proceeding 

  
	
  Murray Landing

  	
  None

   

   

  
	
  Kleinwood

  	
  None

   

   

  
	
  Vineyard

  	
  None

   

   

  




 












42




 










 








 




 








EXHIBIT 4.6


Contracts


 


	
  Shopping Center

  	
  Contracts

  
	
  Murray Landing

  	
  Fire Alarm Detection Systems
  & Sprinkler Systems Inspections – SimplexGrinnell, LP

  Pressure Wash Maintenance –
  Pressure Pros, Inc.

  Landscape Maintenance –
  Southern Companies of the Carolinas

  Parking Lot Sweeping – SLR
  Service Company, LLC

   

   

  
	
  Kleinwood

  	
  Pest Control – Federal pest
  Solutions

  Parking lot sweeping (7312
  Louetta Road) – Center Services, Inc.

  Landscape – H.I.U. Services,
  Inc.

  Security monitoring – ADT

  Fire sprinkler and backflow
  prevention device inspection services –

              Universal Sprinkler, a Fire and Life Safety America

              Company

  Security Services – Smith
  Protective Services, Inc.

   

   

  
	
  Vineyard

  	
  Parking Lot Sweeping – Able
  Maintenance Company

  Landscaping – Shopping
  Center Maintenance Company

  Fire
  Sprinklers - Wiginton. 

  Security Monitoring - ADT

  














43




 










 








 




 








EXHIBIT 4.11


Environmental Matters


 


	
  Shopping Center

  	
  Environmental Matters

  
	
  Murray Landing

  	
  Report of Phase I
  Environmental Site Assessment dated  April 4, 2001 by GS2 Engineering
  & Environmental Consultants Updated of Proposed Publix Grocery and Retail
  Stores Phase I dated November 6, 2001 by GS2 Engineering & Environmental
  Consultants

   

  Site Investigation dated
  February 11, 2002 by GS2 Engineering & Environmental Consultants

   

   

  
	
  Kleinwood

  	
  Texas Natural Resource
  Conservation Commission Voluntary Cleanup Program Agreement dated August 26,
  2002

   

  Phase I Environmental Site
  Assessment dated April 4, 2005 by Terracon

   

  TCEQ letter dated October
  24, 2005

   

  TCEQ letter dated April 18,
  2006

   

  Amended Affected Property
  Assessment Report (APAR) dated January 21, 2008 by Terracon

   

  Supplemental Site
  Investigation and Groundwater Monitoring Report dated January 21, 2008 by
  Terracon

   

  TCEQ letter dated July 10,
  2008

   

  TCEQ Response letter dated
  June 2, 2011

   

  Groundwater Monitoring
  Report dated September 26, 2011 by EFI Global, Inc.

   

   

  
	
  Vineyard

  	
  Phase I Environmental Site
  Assessment dated May 10, 2001 by URS

  














44




 










 








 




 








EXHIBIT 8.1(a)


Form of Deed


Prepared
By:

Timothy F. May, Esquire

Rogers Towers, P.A.

1301 Riverplace Blvd., Suite 1500

Jacksonville, Florida  32202


SPECIAL WARRANTY DEED






THIS INDENTURE is made, executed and
delivered this       day of ________ ____,
2012, between __________________ (“Grantor”), whose address is One Independent
Drive, Suite 114, Jacksonville, Florida 32202 and ____________________
(“Grantee”), whose address is ___________________________________;


W I T N E S S E T H:


That the said Grantor, for and in
consideration of the sum of Ten and No/100 Dollars ($10.00), to it in hand paid
by the said grantee, the receipt and sufficiency of which are hereby
acknowledged, has granted, bargained and sold to the said grantee, its heirs,
legal representatives, successors and assigns forever, the following described
land (the “Land”), situate, lying and being in the County of __________________,
State of _________________________:


See Exhibit “A” attached hereto and by this

reference made a part hereof.


together with all tenements, hereditaments
and appurtenances of Grantor belonging or in any wise appertaining to the Land
and all of the  buildings, structures or other improvements on the Land owned
by Grantor (collectively, the “Property”), subject to the rights of tenants in
possession under unrecorded leases, any taxes and assessments levied or
assessed subsequent to the date hereof, and covenants, conditions, restrictions
and reservations of record, reference to which shall not operate to reimpose
same (the “Permitted Exceptions”):


To have and to hold the Property in fee
simple forever.


Except as set forth in the Permitted
Exceptions, the said grantor does hereby fully warrant the title to said
Property, and will defend the same against the lawful claims of all persons
claiming by, through or under the grantor, but against none other.












45




 










 








 




 








IN WITNESS WHEREOF, the
said grantor has caused this instrument to be executed in its name by its duly
authorized representative the day and year first above written.


	
  Signed, sealed and delivered

  in the presence of:

  

  ______________________________

  Print Name:____________________

   

  	
   

  




 


 


 


 


 


 


STATE OF ____________


COUNTY OF _______


The foregoing instrument was acknowledged
before me this       day of ______, 2012, by ___________, the____________
of ____________________.  He is personally known to me.


	
   

  	
  ________________________________________

  Print Name:______________________________

  Notary Public

  My Commission Expires:___________________

  Commission Number:______________________

  




 












46




 










 








 




 








EXHIBIT 8.1(c)


Form of Assignment of Leases


ASSIGNMENT AND ASSUMPTION OF LEASES


 


ASSIGNMENT AND ASSUMPTION OF LEASES (this
“Assignment”) made as of the ______ day of __________, 2012, by and between _________________ 
(“Assignor”), and ___________________________________(“Assignee”). 


W I T N E S S E T H:


WHEREAS, Assignor has simultaneously
herewith conveyed to the Assignee all of Assignor’s right, title and interest
in and to the premises known as ___________________________________ (the “Premises”),
and in connection therewith, Assignor has agreed to assign to Assignee all of
Assignor’s right, title and interest in and to those leases executed by the
tenants referenced in Exhibit “A” attached hereto and the guaranties and other
documents related thereto, if any (collectively, the “Leases”). 


NOW, THEREFORE, in consideration of the
sum of Ten Dollars ($10.00) and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
hereby agree as follows:


1.        Assignor
hereby assigns unto Assignee, all of the right, title and interest of Assignor
in and to the Leases;


TO HAVE AND TO HOLD the same unto
Assignee, its successors and assigns from and after the date hereof, subject to
the terms, covenants and conditions of the Leases.


2.         Assignee assumes the
performance of all of the obligations of Assignor under the Leases to be
performed from and after the date hereof.  Assignee agrees to indemnify,
protect, defend and hold Assignor harmless from and against any and all claims,
demands, liabilities, losses, costs, damages or expenses including, without
limitation, reasonable attorneys’ fees and costs (collectively, “Claims”)
arising out of or resulting from any breach or default by Assignee in its
obligations under the terms of the Leases from and after the date hereof,
including, without limitation, any breach or default by Assignee or failure by
Assignee to comply with any applicable law from and after the date hereof with
respect to the security deposits under the Leases that are being transferred to
Assignee on the date hereof.


3.      Assignor hereby agrees to
indemnify, protect, defend and hold Assignee harmless from and against any and
all Claims arising out of or resulting from any breach or default by Assignor
in its obligations under the terms of the Leases prior to the date hereof
including, without limitation, any breach or default under the Leases or
failure by Assignor to comply with any applicable laws prior to the date hereof
with respect to the security deposits under the Leases.


4.     This Assignment shall be binding on
and inure to the benefit of the parties hereto, their heirs, executors,
administrators, successors in interest and assigns.


5.       This Assignment may be executed
in separate counterparts, which, together, shall constitute one and the same
fully executed Assignment.


IN WITNESS WHEREOF, this Assignment has
been duly executed as of the date first above written.









47




 










 








 




 








	
  Signed, sealed and
  delivered

  in the presence of:

  

  ______________________________

  Print Name:____________________

   

  	
   

  




 


 


 


STATE OF ______________


COUNTY OF ____________


The foregoing instrument was acknowledged
before me this       day of __________, 2012, by _______________, the
___________ of ___________________.  He is personally known to me.


	
   

  	
  ________________________________________

  Print
  Name:______________________________

  Notary Public

  My Commission Expires:___________________

  Commission Number:_________________________________

  




 





 









48




 










 








 




 








EXHIBIT 8.1(d)


Form of Bill of Sale


BILL OF SALE


 


FOR GOOD AND VALUABLE CONSIDERATION, the
receipt of which is hereby acknowledged________________ (“Seller”), does
hereby sell, transfer and convey to ________________________ (“Buyer”),
any and all “Personal Property” as defined in Section 1.16 of that certain Real
Estate Sale Agreement by and between Seller and Buyer, owned by Seller and used
exclusively in connection with the operation of that certain real property more
particularly described in Exhibit “A” attached hereto (the “Property”)
and all extant assignable warranties relating to the shopping center operated
on the Property.


            Buyer acknowledges that Seller is selling
and Buyer is purchasing such Personal Property on an “as is with all faults”
basis and that except as set forth below, Buyer is not  relying on any
representations or warranties of any kind whatsoever, express or implied, from
Seller, its agents, or brokers as to any matters concerning such personal
property, including, without limitation, any warranties as to title or implied
warranties of merchantability or fitness for a particular purpose.  Notwithstanding
the foregoing, Seller represents that it owns all of the personal property free
and clear of all liens and encumbrances.


	
  Signed, sealed and delivered

  in the presence of:

  

  ______________________________

  Print Name:____________________

   

  	
   

  




 


 












49




 










 








 




 








EXHIBIT 8.1(f)


Form of Landlord Estoppel Letter


_____________________ 


(date)


________________________

Attention:________________

________________________

________________________


RE:_____________________________________________
(Name of Shopping Center)


Ladies and Gentlemen:


The undersigned Landlord hereby confirms
that:


1.                 
______________________________ is
the Tenant of Landlord in the above Shopping Center, and is currently in
possession and paying rent on premises known as __________________________
Store No. ______ [or Address: _____________], and containing approximately
_____ square feet, under the terms of the lease dated _______, which has (not)
been amended by amendment dated the “Lease”).  There are no other written or
oral agreements between Tenant and Landlord.  


2.                 
The term of the Lease commenced on ___________, expiring on
___________________, with options to extend of ________________ (___) years
each.


3.                 
As of ____________________, monthly minimum rental is $_______________ a
month.


4.                 
Tenant is required to pay its allocated share of Common Area Expenses
and its allocated share of the Shopping Center’s real property taxes and
insurance cost as set forth in the lease.  Current additional monthly payments
for expense reimbursement total $____________ per month for common area
maintenance, property insurance and real estate taxes.


5.                 
Tenant has given [no security deposit] [a security deposit of
$______________].


6.                 
No payments under the Lease have been received by Landlord for more than
one (1) month in advance, and minimum rents and other charges under the Lease
are current.


7.                 
To the best of Landlord’s knowledge, all matters of an inducement nature
and all obligations of the Landlord under the Lease concerning the construction
of the Tenant’s premises and development of the Shopping Center, including
without limitation, parking requirements, have been performed by Landlord.


8.                 
Except as set forth in the Lease, the Tenant has no first right of
refusal, option to expand, option to terminate, or exclusive business rights.


9.                 
Landlord has not received notice of any Landlord default under the Lease
from Tenant and Landlord has not delivered notice to Tenant of any Tenant
default under the Lease.


The undersigned makes this statement for
your benefit and protection with the understanding that you intend to rely upon
this statement in connection with your intended purchase of the above described
Premises from Landlord. 









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  Mailing Address:

  

  ______________________________

  

  ______________________________

  	
  Very truly yours,

  

  

  ______________________________

  _______________________(Tenant)

  

  

  By:___________________________

  Its:___________________________

  




 












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EXHIBIT 8.1(g)


Owner’s Affidavit






 


 


OWNER’S NO
LIEN AND POSSESSION AFFIDAVIT








STATE OF ______________


COUNTY OF ____________


 


Before
me, the undersigned authority, this day personally appeared _____________________
(“Affiant”), who being by me first duly sworn, deposes and says:


1.                 
Affiant has personal
knowledge of the facts that are sworn to in this affidavit, and Affiant is
fully authorized and qualified to make this affidavit.


 


2.                 
Affiant is the
__________________ (the “Owner”), and is authorized to make this Affidavit on
its behalf.


 


3.                 
In accordance with
Section 1445 of the Internal Revenue Code, as amended (the “Code”) and under
the penalties of perjury, Affiant makes the following statements:


a.       Owner’s United States address is


One Independent Drive, Suite 114

Jacksonville, Florida 32202


 


b.     
Owner is not a
“foreign person,” as such term is defined in Section 1445(f) of the Code; 


 


c.       Owner’s tax identification number is:
___________________; and


 


 


d.     
Affiant understands
that this Affidavit may be disclosed to the Internal Revenue Service.


 


4.                 
The Owner is the owner
of that certain real property located in ____________________, as more
particularly described on Exhibit “A” attached hereto and by reference
made a part hereof (the “Property”).


 


5.                 
Owner has not granted
any reservations for State Road rights-of-way or for oil, gas or mineral rights
within the Property, and to the best of Affiant’s knowledge there exist no
reservations for State Road rights-of-way or for oil, gas or mineral rights
within the Property, other than as shown by the public records of
________________________.


 


6.                 
There have been no
improvements, alterations or repairs made by Owner to the Property within the
past one hundred twenty (120) days for which the cost, or any part thereof,
remain unpaid.


 


7.                 
There are no
construction liens against the Property, or any part thereof, which liens would
have been created or incurred by virtue of an obligation of the Owner, and no
contractor, subcontractor, laborer, or 







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materialman,
engineer, land engineer, surveyor or any other party entitled to a lien has any
lien or right to lien against the Property, or any part thereof, by virtue of
any unpaid obligation created or incurred by the Owner.  No Notice of
Commencement presently affecting the Property has been filed in the public
records of ______________________ or posted on the Property. 


 


8.                 
There are no claims,
demands, contract rights, liens or judgments outstanding against the Property
and the Owner is not indebted to anyone for the Property.


 


9.                 
There are no easements
or claims of easements on the Property not shown on the public records of
___________________________.


 


10.             
There are no
outstanding rights or claims of any parties in possession of the Property not
shown on the public records of ______________________, and that there are no
parties other than the Owner and its tenants in possession of the Property as
follows:


See list of tenants attached hereto as Exhibit “B”






11.             
There are no
outstanding taxes or special assessments, which are not shown as existing liens
by the public records of _____________________________.


 


12.             
This Affidavit is made
for the purpose of inducing ____________________(“Buyer”), to acquire the
Property.  This Affidavit is also made for the purpose of inducing
_________________________ to issue its policies of title insurance including
endorsements and, if applicable, to eliminate certain standard exceptions.  In
addition, this Affidavit is made for the purpose of inducing
_______________________ to act as escrow or closing agent and then to disburse
any funds held as escrow or closing agent.  Affiant hereby indemnifies and
agrees to save harmless _________________, and its agent against any damage or
expense, including attorney fees, sustained as a result of any of the foregoing
matters not being true and accurate. 


 


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this page intentionally left blank]













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          Dated ____________________, 2012.


                                                                           
__________________________________



STATE OF ______________________


COUNTY OF ____________________


 


Sworn
to and subscribed before me this _____ day of _______________, 2012,
by:____________________________, who is personally known to me.


____________________________________

Notary Public, State of _________________

Printed Name:________________________


 











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