EX-10.1



 Exhibit 10.1 
 PURCHASE AND SALE AGREEMENT 
 by and among 

IMESON WEST I, LLC, 
 a Florida limited liability company, as Seller, 
 And 

GLOBAL INCOME, LP, 
 a Delaware limited partnership, as Buyer 
 Property Name: Samsonite Distribution
Center 
 Location: Jacksonville, Duval County, Florida 
 Effective Date: May 29, 2012 







 TABLE OF CONTENTS 

 

							
	Article 1 - CERTAIN DEFINITIONS	  	 	1	  
	Article 2 - SALE OF PROPERTY	  	 	8	  
	Article 3 - EARNEST MONEY AND PURCHASE PRICE	  	 	8	  
	 3.1
	  	 Initial Earnest Money Deposit
	  	 	8	  
	 3.2
	  	 Additional Earnest Money Deposit
	  	 	8	  
	 3.3
	  	 Purchase Price
	  	 	9	  
	 3.4
	  	 Independent Consideration
	  	 	9	  
	Article 4 - TITLE MATTERS	  	 	9	  
	 4.1
	  	 Title to Real Property
	  	 	9	  
	 4.2
	  	 Title Defects
	  	 	10	  
	 4.3
	  	 Title Insurance
	  	 	11	  
	 4.4
	  	 Tenant Estoppel Certificates
	  	 	11	  
	 4.5
	  	 Imeson International Industrial Park Estoppel
	  	 	12	  
	Article 5 - BUYER’S DUE DILIGENCE/CONDITION OF THE PROPERTY	  	 	12	  
	 5.1
	  	 Buyer’s Due Diligence
	  	 	12	  
	 5.2
	  	 Termination of Agreement During Due Diligence Period
	  	 	14	  
	Article 6 - ADJUSTMENTS AND PRORATIONS	  	 	15	  
	 6.1
	  	 Revenues
	  	 	15	  
	 6.2
	  	 Security Deposits
	  	 	15	  
	 6.3
	  	 Interest
	  	 	15	  
	 6.4
	  	 Real Estate and Personal Property Taxes. Proration of Ad Valorem Taxes
	  	 	15	  
	 6.5
	  	 Other Property Operating Expenses
	  	 	16	  
	 6.6
	  	 Closing Costs
	  	 	16	  
	 6.7
	  	 Apportionment Credit
	  	 	17	  
	 6.8
	  	 Delayed Adjustment; Delivery of Operating and Other Financial Statements
	  	 	17	  
	Article 7 - CLOSING	  	 	17	  
	 7.1
	  	 Closing Date
	  	 	17	  
	 7.2
	  	 Title Transfer and Payment of Purchase Price
	  	 	17	  
	 7.3
	  	 Seller’s Closing Deliveries
	  	 	18	  
	 7.4
	  	 Buyer’s Closing Deliveries
	  	 	19	  
	 7.5
	  	 Buyer’s Option to Extend Closing Date
	  	 	19	  
	Article 8 - CONDITIONS TO CLOSING	  	 	20	  
	 8.1
	  	 Conditions to Seller’s Obligations
	  	 	20	  
	 8.2
	  	 Conditions to Buyer’s Obligations
	  	 	20	  
	 8.3
	  	 Waiver of Failure of Conditions Precedent
	  	 	21	  
	 8.4
	  	 Approvals not a Condition to Buyer’s Performance
	  	 	22	  
	Article 9 - REPRESENTATIONS AND WARRANTIES	  	 	22	  
	 9.1
	  	 Buyer’s Representations
	  	 	22	  
	 9.2
	  	 Seller’s Representations
	  	 	23	  
	 9.3
	  	 General Provisions
	  	 	25	  
	Article 10 - COVENANTS	  	 	27	  
	 10.1
	  	 Buyer’s Covenants
	  	 	27	  
	 10.2
	  	 Seller’s Covenants
	  	 	27	  
	 10.3
	  	 Mutual Covenants
	  	 	28	  
	Article 11 - DEFAULT AND REMEDIES	  	 	29	  
	 11.1
	  	 Buyer Defaults and Seller Remedies
	  	 	29	  


  
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	 11.2
	  	 Seller Defaults and Buyer Remedies
	  	 	30	  
	Article 12 - CONDEMNATION/CASUALTY	  	 	30	  
	 12.1
	  	 Right to Terminate
	  	 	30	  
	 12.2
	  	 Allocation of Proceeds and Awards
	  	 	30	  
	 12.3
	  	 Insurance
	  	 	31	  
	 12.4
	  	 Waiver
	  	 	31	  
	Article 13 - ESCROW PROVISIONS	  	 	31	  
	Article 14 - MISCELLANEOUS	  	 	33	  
	 14.1
	  	 Buyer’s Assignment
	  	 	33	  
	 14.2
	  	 Designation Agreement
	  	 	34	  
	 14.3
	  	 Survival/Merger
	  	 	34	  
	 14.4
	  	 Integration; Waiver
	  	 	34	  
	 14.5
	  	 Governing Law
	  	 	34	  
	 14.6
	  	 Captions Not Binding; Exhibits
	  	 	35	  
	 14.7
	  	 Binding Effect
	  	 	35	  
	 14.8
	  	 Severability
	  	 	35	  
	 14.9
	  	 Notices
	  	 	35	  
	 14.10
	  	 Counterparts
	  	 	36	  
	 14.11
	  	 No Recordation
	  	 	37	  
	 14.12
	  	 Construction
	  	 	37	  
	 14.13
	  	 Time of Essence
	  	 	37	  
	 14.14
	  	 JURISDICTION
	  	 	37	  
	 14.15
	  	 WAIVER OF JURY TRIAL
	  	 	37	  
	 14.16
	  	 Facsimile Signatures
	  	 	38	  

 EXHIBITS 
  

			
	Exhibit A	  	Legal Description of Real Property
	Exhibit B	  	List of Contracts
	Exhibit C	  	List of Leases
	Exhibit D	  	List of Personal Property
	Exhibit E	  	Form of Deed
	Exhibit F	  	Form of Bill of Sale
	Exhibit G	  	Form of Assignment of Intangible Property
	Exhibit H	  	Form of Assignment of Lease
	Exhibit I	  	Notices of Litigation, Contract Defaults Governmental Violations
	Exhibit J	  	Form of Tenant Notification Letter
	Exhibit K	  	Form of Tenant Estoppel


  
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 PURCHASE AND SALE AGREEMENT 

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is executed to be effective as of the 29th day of May, 2012
(the “Effective Date”), by and between IMESON WEST I, LLC, a Florida limited liability company (“Seller”), and GLOBAL INCOME, LP, a Delaware limited partnership (“Buyer”). 

W I T N E S S E T H: 
 In consideration of the mutual covenants and agreements set forth herein, Seller and Buyer hereby agree as follows: 
 ARTICLE 1 - CERTAIN DEFINITIONS 
 As used herein, the following terms shall
have the following meanings: 
 “Acceptable Estoppel Certificate” shall mean an estoppel certificate
substantially in the form of Exhibit K attached hereto and incorporated herein by this reference that is consistent with such tenant’s Lease; provided however, that if any tenant is required or permitted under the terms of its
Lease to make materially different statements in a certification from those set forth on Exhibit K attached hereto, then Buyer shall accept any modifications made to such estoppel certificate to the extent that such changes
(i) are consistent with the requirements set forth in such tenant’s Lease, and (ii) do not indicate any tenant or landlord default under the Lease, except to the extent that Buyer knows or is deemed to know of such default.

 “Additional Deposit” shall be in addition to the Initial Deposit, and shall mean the sum of Two Hundred Fifty
Thousand and No/100 Dollars ($250,000.00), to the extent the same is deposited by Buyer in accordance with the terms of Section 3.2. 
 “Affiliate” shall mean as to the Person (as hereinafter defined) in question, any Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is
under common control with the Person in question. As used in the immediately preceding sentence, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a
Person, whether through ownership of voting securities, partnership interests, by contract or otherwise. The term “Person” shall mean any individual, corporation, partnership, joint venture, association, joint stock company, trust, estate,
unincorporated organization, government agency or political subdivision thereof, or any other form of entity. 

“Business Day” shall mean any day other than Saturday, Sunday, any federal holiday, or any holiday in the State of
Florida. If any period expires on a day which is not a business day or any event or condition is required by the terms of this Agreement to occur or be fulfilled on a day which is not a business day, such period shall expire or such event or
condition shall occur or be fulfilled, as the case may be, on the next succeeding business day. 
 “Buyer’s
Reports” shall mean the results of any examinations, inspections, investigations, tests, studies, analyses, appraisals, evaluations and/or investigations prepared by or for or 

  
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otherwise obtained by any Buyer’s Representatives in connection with Buyer’s Due Diligence, but shall specifically exclude Buyer’s counsel’s work product and any
attorney-client privileged documents. 
 “Buyer’s Representatives” shall mean Buyer, any direct or indirect
owner of any beneficial interest in Buyer, and any officers, directors, employees, agents, representatives and attorneys of Buyer or any such direct or indirect owner of any beneficial interest in Buyer. 

“Closing” shall mean the closing of the transaction. 

“Closing Date” shall mean the date that is thirty (30) days after the expiration of the Due Diligence Period.

 “Closing Documents” shall mean all documents and instruments executed and delivered by Buyer or Seller
pursuant to the terms of this Agreement or otherwise in connection with the Transaction or this Agreement, including, without limitation, the documents and instruments required pursuant to the terms of Article 7. 

“Closing Year” shall mean the year in which the Closing Date occurs. 

“Confidential Materials” shall mean any books, computer software, records or files (whether in a printed or electronic
format) that consist of or contain any of the following: appraisals; budgets (other than the budget for the calendar year in which the Closing occurs); strategic plans for the Real Property; internal analyses; information regarding the marketing of
the Property for sale; submissions relating to obtaining internal authorization for the sale of the Property by Seller or any direct or indirect owner of any beneficial interest in Seller; attorney and accountant work product; attorney-client
privileged documents; internal correspondence of Seller, any direct or indirect owner of any beneficial interest in Seller, or any of their respective Affiliates and correspondence between or among such parties; or other information in the
possession or control of Seller, Seller’s property manager or any direct or indirect owner of any beneficial interest in Seller which such party deems proprietary or confidential. 

“Contracts” shall mean all service, supply, maintenance, utility and commission agreements, all equipment leases, and all
other contracts, subcontracts and agreements relating to the Real Property and the Personal Property that are described in Exhibit B attached hereto and incorporated herein by this reference, together with any additional
contracts, subcontracts and agreements entered into in accordance with the terms of Subsection 10.2.1 and as the same may be modified or terminated in accordance with the terms of Subsection 10.2.1. 

“deemed to know” (or words of similar import) shall have the following meaning: 

 

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


 

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


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

  

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


 

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


 

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

 “Deposit” shall
mean, collectively, the Initial Deposit and the Additional Deposit. 
 “Designated Representative” shall mean
Daniel B. Webb in his capacity as Manager of the Seller. 
 “Documents” shall mean the documents and instruments
applicable to the Property or any portion thereof that any of the Seller Parties deliver or make available to any Buyer’s Representatives prior to Closing or which are otherwise obtained by any Buyer’s Representatives prior to Closing,
including, but not limited to, the Title Commitment, the Survey, the Title Documents, and the Property Documents. 
 “Due
Diligence” shall mean examinations, inspections, investigations, tests, studies, analyses, appraisals, evaluations and/or investigations with respect to the Property, the Documents, and other information and documents regarding the
Property, including, without limitation, examination and review of title matters, applicable land use and zoning Laws and other Laws applicable to the Property, the physical condition of the Property, and the economic status of the Property.

 “Due Diligence Period” shall mean the period commencing on the Effective Date and expiring at 5:00 p.m.
Eastern Time on the date that is forty-five (45) days after the Effective Date. 
 “Escrow
Agent” shall mean Old Republic National Title Insurance Company, 1770 N.W. 64th Street, Suite 600, Fort Lauderdale, Florida 33309, (800) 929-5791, Attn: David Miranda, Escrow Operations Department, in its capacity as escrow agent. 

“Escrow Deposit” is defined in Article 13. 

“Existing Lender” shall mean Thrivent Financial for Lutherans, a Wisconsin corporation. 

“Existing Mortgage” shall mean that certain Construction/Permanent Mortgage and Security Agreement and Fixture Filing
Statement given by Seller in favor of the Existing Lender, dated as of August 27, 2007 and recorded in Official Records Book 14158, Page 1311, of the Public Records of Duval County, Florida. 

  
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 “Initial Deposit” shall mean the sum of Two Hundred Fifty Thousand and
No/100 Dollars ($250,000.00), to the extent the same is deposited by Buyer in accordance with the terms of Section 3.1. 
 “Intangible Property” shall mean, collectively, Seller’s interest in and to all of the following, if and only to the extent the same may be assigned or quitclaimed by Seller without
any expense to Seller: 
  

	 	(a)	the Contracts; and 

  

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

  

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


“Laws” shall mean all municipal, county, state or federal statutes, codes, ordinances, laws, rules or regulations.

 “Leases” shall mean all leases affecting the Real Property that are described in Exhibit C
attached hereto and incorporated herein by this reference, as such may have been amended prior to the Effective Date of this Agreement, together with any additional leases entered into in accordance with the terms of Subsection 10.2.1 and as
the same may be modified or terminated in accordance with the terms of Subsection 10.2.1. 

“Liabilities” shall mean, collectively, any and all problems, conditions, losses, costs, damages, claims, liabilities,
expenses, demands or obligations of any kind or nature whatsoever. 
 “Major Casualty/Condemnation” shall mean:

  

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


 

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


“Owner’s Title Policy” shall mean an owner’s policy of title insurance with such lawful endorsements as Buyer
shall request or require, delivered in due course by or on behalf of 

  
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the Title Company after the Closing, issued by the Title Company on the standard form in use in the State of Florida, insuring good and indefeasible fee simple title to the Real Property in the
Buyer in a face amount equal to the Purchase Price and containing no exceptions except the Permitted Exceptions applicable to the Real Property and the standard printed exceptions therein, except: 

 

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

  

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


“Permitted Exceptions” shall mean and include all of the following: (a) any deed, easement, restriction, covenant or
other matter affecting title to the Property caused or created by Seller in accordance with the terms of Subsection 4.2.2, (b) such state of facts as would be disclosed by a physical inspection of the Property, (c) the lien of
taxes and assessments not yet due and payable, (d) such other exceptions as are set forth in the Owner’s Title Policy, (e) any matters deemed to constitute additional Permitted Exceptions under Subsection 4.2.1, and
(f) any matters designated as Permitted Exceptions pursuant to this Agreement, including but not limited to those matters of record set forth in Exhibit B and those covenants and restrictions for Imeson International Industrial Park set forth
in Exhibit C to Exhibit E to this Agreement. Notwithstanding any provision to the contrary contained in this Agreement or any of the Closing Documents, any or all of the Permitted Exceptions may be omitted in the Deed (as described in
Subsection 7.3(a)) without giving rise to any liability of Seller, irrespective of any covenant or warranty of Seller that may be contained in the Deed (which provisions shall survive the Closing and not be merged therein). 

“Personal Property” shall mean, collectively, (a) all tangible personal property owned by Seller that is located on
the Real Property and used in the ownership, operation and maintenance of the Real Property, all as more specifically set forth in Exhibit D attached hereto and incorporated herein by this reference, and (b) a copy of all
books, records and files of Seller relating uniquely to the Real Property, but specifically excluding from the items described in both clauses (a) and (b), any Confidential Materials and any computer software that is licensed to
Seller. 
 “Property” shall mean, collectively, (a) the Real Property, (b) the Personal Property, and
(c) the Intangible Property. 
 “Property Documents” shall mean, collectively, copies of the following: all
tests, surveys, examinations, plans, permits, licenses, environmental studies or reports and other studies or investigations, to the extent such materials relate uniquely to the Property (to the extent such materials relate to property other than
the Property, any such unrelated information set forth therein may be redacted by Seller) and to the extent such materials currently exist within Seller’s possession or control, specifically including, without limitation, the following:
(a) all leases (including associated lease guaranties) and service 

  
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agreements affecting the Property; (b) engineering reports and environmental studies; (c) any existing surveys; (d) architectural, construction and engineering plans, drawings and
renderings for improvements existing on the Property; (e) all certificates of occupancy and any construction warranties covering improvements on the Property; (f) any entitlement approvals; (g) income and expense statements covering
the Property for the most recent one-year period prior to the Effective Date of this Agreement; (h) copies of the loan documents relating to the Existing Mortgage; and (i) such other documents and information applicable to the Property as
reasonably requested by Buyer. Notwithstanding the foregoing, the Property Documents shall not include, and Seller will have no obligation to deliver or make available to Buyer, the following items: (i) appraisals, (ii) construction cost
information, (iii) Seller’s financial information related to any loans on the Property, and (iv) any Confidential Materials. 
 “Purchase Price” shall mean, Forty-Two Million Five Hundred Thousand and No/100 Dollars ($42,500,000.00), as prorated and adjusted as set forth in Article 6 and
Section 7.2 or as otherwise provided under this Agreement. 
 “Real Property” shall mean that
certain parcel of real estate located in Duval County, Florida and legally described in Exhibit A attached hereto and incorporated herein by this reference, together with all buildings, improvements and fixtures located thereon
and owned by Seller as of the Closing Date and all right, title and interest, if any, that Seller may have in and to all rights, privileges and appurtenances pertaining thereto including a non-exclusive right in easements specifically benefitting
such land and which are adjacent thereto; provided, however, that in the event of any condemnation or casualty that occurs after the Effective Date hereof, the term “Real Property” shall not include any of the
foregoing that is destroyed or taken as a result of any such condemnation proceeding. 
 “Remove” with respect
to any exception to title shall mean that Seller causes the Title Company to remove or affirmatively insure over the same as an exception to the Owner’s Title Policy for the benefit of Buyer, without any additional cost to Buyer, whether such
removal or insurance is made available in consideration of payment, bonding, indemnity of Seller or otherwise. 

“Required Exceptions” shall mean, collectively, the following: 

 

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

  

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

  

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


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


“Seller-Allocated Amounts” shall mean, collectively: 

 

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

  

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


“Seller Parties” shall mean and include, collectively, (a) Seller; (b) any direct or indirect owner of any
beneficial interest in Seller; (c) any officer, director, employee, or agent of Seller or any direct or indirect owner of any beneficial interest in Seller; and (d) any other entity or individual Affiliated or related in any way to any of
the foregoing. 
 “Seller’s Broker” shall mean CB Richard Ellis, Inc. 

“Seller’s Knowledge” or words of similar import shall refer only to the actual knowledge of the Designated
Representatives and shall not be construed to refer to the knowledge of any other Seller Party, or to impose or have imposed upon the Designated Representatives any duty to investigate the matters to which such knowledge, or the absence thereof,
pertains, including, but not limited to, the contents of the files, documents and materials made available to or disclosed to Buyer or the contents of files maintained by the Designated Representatives. There shall be no personal liability on the
part of the Designated Representatives arising out of any of the Seller’s Warranties. 
 “Seller’s
Warranties” shall mean Seller’s representations and warranties expressly set forth in Section 10.2 and the Closing Documents executed by Seller, as such representations and warranties may be deemed modified or waived by
Buyer pursuant to the terms of this Agreement. 
 “Survey” shall mean a current ALTA as-built survey of the
Property prepared by a duly-licensed Florida land surveyor reasonably acceptable to Buyer, and certified to the Title Company, Seller and Buyer using a form of certificate reasonably acceptable to Buyer. 

“Title Commitment” shall mean a commitment for the issuance of an owner’s policy of title insurance to Buyer from
the Title Company, including true, correct and, to the extent reasonably available from the public records, legible copies of all instruments referred to in such commitment as conditions or exceptions to title to the Real Property. 

  
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 “Title Company” shall mean Old Republic National Title Insurance Company,
the agents of which for this transaction are Slott, Barker & Nussbaum, 334 East Duval Street, Jacksonville, Florida 32202, Attn: Earl M. Barker, Jr., who are attorneys for Seller. 

“Title Documents” shall mean all documents referred to on Schedule B-II of the Title Commitment as exceptions to
coverage. 
 “Title Objections” shall mean any exceptions to title to which Buyer is entitled and timely objects
in accordance with the terms of Subsection 4.2.1(a). 
 “Transaction” shall mean the transaction
contemplated by this Agreement. 
 ARTICLE 2 - SALE OF PROPERTY 
 Seller agrees to sell, transfer and assign and Buyer agrees to purchase, accept and assume, subject to the terms and conditions set forth in this Agreement and the Closing Documents, all of Seller’s
right, title and interest in and to the Property. 
 ARTICLE 3 - EARNEST MONEY AND PURCHASE PRICE 

 

	3.1	Initial Earnest Money Deposit. 

  

	 	3.1.1	Payment of Initial Deposit. Within five (5) Business Days after the Effective Date, and as a condition precedent to the effectiveness of this Agreement,
Buyer shall deliver to Escrow Agent the Initial Deposit. The Initial Deposit shall be refundable to Buyer at all times during the Due Diligence Period and, except as otherwise provided in Section 11.2, shall become non-refundable to
Buyer upon the expiration of the Due Diligence Period. 

  

	 	3.1.2	Applicable Terms; Failure to Make Initial Deposit. The Initial Deposit shall be paid to Escrow Agent in immediately available funds. The Initial Deposit shall be
applied against the Purchase Price on the Closing Date and shall otherwise be held and delivered by Escrow Agent in accordance with the provisions of Article 13. Notwithstanding any provision in this Agreement to the contrary, if Buyer fails
to timely make the Initial Deposit as provided herein, Seller shall have the right to terminate this Agreement by delivering written notice to Buyer at any time prior to the Escrow Agent’s receipt of the Initial Deposit, in which event the
parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement. 

  

	3.2	Additional Earnest Money Deposit. 

  

	 	3.2.1	Payment of Additional Deposit. Except in the event that this Agreement has been terminated by Buyer, within three (3) Business Days after the expiration of
the Due Diligence Period Buyer shall deliver to Escrow Agent the Additional Deposit. Except as otherwise provided in Section 11.2, the Additional Deposit shall become non-refundable to Buyer upon deposit with the Title Company.



  
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	 	3.2.2	Applicable Terms; Failure to Make Additional Deposit. The Additional Deposit shall be paid to Escrow Agent in immediately available funds. The Additional Deposit
shall be applied against the Purchase Price on the Closing Date and shall otherwise be held and delivered by Escrow Agent in accordance with the provisions of Article 13. Notwithstanding any provision in this Agreement to the contrary, if
Buyer fails to timely deliver the Additional Deposit as provided herein, this Agreement will automatically terminate as of 5:00 P.M. Eastern Time on the date that is three (3) Business Days following the expiration of the Due Diligence Period,
in which event the Initial Deposit shall be delivered to Seller and the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement. 


 

	3.3	Purchase Price. In consideration of the sale of the Property to Buyer, Buyer shall pay to Seller an amount equal to the Purchase Price, as prorated and adjusted
as set forth in Article 6, Section 7.2, Subsection 8.2(a), or as otherwise provided under this Agreement. The Purchase Price shall be paid as follows: on or prior to the Closing Date, Buyer shall pay to Seller the Purchase
Price in immediately available funds by wire transfer as more particularly set forth in Section 7.2, as prorated and adjusted as set forth in Article 6, Section 7.2, Subsection 8.1(a), or as otherwise provided
under this Agreement. 

  

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

 ARTICLE 4 - TITLE MATTERS 

 

	4.1	Title to Real Property. Within ten (10) days after the Effective Date, Seller shall obtain and deliver the Survey to Buyer and within five (5) days
after the Effective Date, at Seller’s expense, cause the Title Company to deliver the Title Commitment to Buyer. The legal description of the Real Property set forth on the Survey, if different from the attached Exhibit A, shall
automatically be substituted as a new Exhibit A to this Agreement following approval of same by Buyer. 


  
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	4.2	Title Defects. 

  

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


 

	 	(a)	On or before the expiration of the Due Diligence Period, Buyer shall have the right to object in writing to any title matters that appear on the Title Commitment and/or
the Survey. In addition, after the expiration of the Due Diligence Period, Buyer shall have the right to object in writing to any title matters which are not Permitted Exceptions and which adversely affect Buyer’s title to the Real Property
that may first appear on any supplemental title reports or updates to the Title Commitment or Survey issued after the expiration of the Due Diligence Period, so long as such objection is made by Buyer within five (5) Business Days after Buyer
becomes aware of the same (but, in any event, prior to the Closing Date). Unless Buyer is entitled to and timely objects to such title matters, all such title matters shall be deemed to constitute additional Permitted Exceptions. Notwithstanding
anything to the contrary set forth in this Section 4.2.1(a), after the expiration of the Due Diligence Period, Buyer shall not have a right to object to the inclusion in the Permitted Exceptions of those items and matters listed in
Exhibits B and C to Exhibit E to this Agreement. 

  

	 	(b)	To the extent that any Title Objections do not constitute Required Exceptions, Seller may elect (but shall not be obligated) to Remove or cause to be Removed any such
Title Objections and Seller shall notify Buyer in writing within three (3) Business Days after receipt of Buyer’s notice of Title Objections if Seller elects to Remove the same. Failure of Seller to respond in writing within such period
shall be deemed an election by Seller not to Remove such Title Objections. Any Title Objection that Seller elects in writing to Remove shall be deemed a Required Exception. If Seller elects (or is deemed to have elected) not to Remove one or more
Title Objections, then, on or before the expiration of the Due Diligence Period, Buyer may, as its sole and exclusive remedy, elect in writing to either (i) terminate this Agreement, in which event the Initial Deposit shall be paid to Buyer
and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (ii) waive such Title Objections and proceed to Closing. Failure of Buyer to
terminate this Agreement in writing prior to the expiration of the Due Diligence Period shall be deemed an election by Buyer to waive all remaining uncured Title Objections which are shown on the Survey or the Title Commitment as such may have been
updated as of the expiration of the Due Diligence Period. Any such Title Objection so waived (or deemed waived) by Buyer shall be deemed to constitute a Permitted Exception and the Closing shall occur as herein provided without any reduction of or
credit against the Purchase Price. 

  

	 	(c)	 If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, prior to or at Closing, Remove or cause to be
Removed any Required Exceptions. Seller may use any portion of the Purchase Price to satisfy any Required Exceptions that exist as of the Closing Date, provided Seller shall cause the Title Company to Remove the same. If Seller is unable to Remove
any Required Exceptions prior to 



  
 10 










	 	
the Closing, Buyer may, as its sole and exclusive remedy, elect at Closing to either (a) terminate this Agreement, in which event the Deposit shall be paid to Buyer and, thereafter, the
parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (b) accept such exceptions to title and the Closing shall occur as herein provided without any
reduction of or credit against the Purchase Price. 

  

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

  

	4.3	Title Insurance. At the Closing, the Title Company shall provide Buyer with the Title Commitment for the Real Property “marked-up” and effectively
dated as of the Closing, deleting all requirements thereunder so as to obligate the Title Company unconditionally to issue to Buyer the Owner’s Title Policy for the Real Property in the amount of the Purchase Price, subject only to the
Permitted Exceptions. As soon as practicable after the Closing, the Title Company shall issue the Owner’s Title Policy to Buyer, insuring that fee simple title to the Real Property is vested in Buyer subject only to the Permitted Exceptions
which are applicable to the Real Property. Buyer shall be entitled to request that the Title Company provide such lawful endorsements (or amendments) to the Owner’s Title Policy as Buyer may reasonably require. 


 

	4.4	 Tenant Estoppel Certificates. On or before the date that is five (5) days prior to the expiration of the Due Diligence Period, Seller shall
deliver to Buyer Acceptable Estoppel Certificates executed by the tenants under the Leases dated no more than thirty (30) days prior to the expiration of the Due Diligence Period. Notwithstanding any provisions in this Agreement to the
contrary, if Buyer fails to object in writing to an Acceptable Estoppel Certificate executed by any tenant within five (5) Business Days after the date the same has been delivered to Buyer, Buyer shall be deemed to have approved the same.
Notwithstanding anything to the contrary, any failure by Seller to deliver to Buyer the Acceptable Estoppel Certificates shall not be a default under this Agreement. In the event that Seller fails to deliver the Acceptable Estoppel Certificates to
Buyer on or before the date that is five (5) days prior to the expiration of the Due Diligence Period, Buyer shall have the right to elect, as its sole and exclusive remedy, to (a) terminate this Agreement by written notice to Seller




  
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prior to the expiration of the Due Diligence Period, promptly after which the Initial Deposit shall be returned to Buyer and, thereafter, the parties shall have no further rights or obligations
hereunder except for obligations which expressly survive the termination of this Agreement, or (b) waive such requirement. If Buyer does not terminate this Agreement prior to the expiration of the Due Diligence Period, Buyer will be deemed to
have waived its right to terminate this Agreement pursuant to this Section 4.4. 

  

	4.5	Imeson International Industrial Park Estoppel. On or before the date that is five (5) days prior to the expiration of the Due Diligence Period, Seller shall
deliver to Buyer an estoppel certificate executed by Imeson International Industrial Park, Inc. dated no more than thirty (30) days prior to the expiration of the Due Diligence Period confirming that the Real Property, the Seller and/or the
tenant under the Lease are in compliance with and that no defaults exist with respect to the covenants and restrictions set forth in Exhibit C to Exhibit E to this Agreement (the “IIIP Estoppel”). Notwithstanding any
provisions in this Agreement to the contrary, if Buyer fails to object in writing to the IIIP Estoppel executed by Imeson International Industrial Park, Inc. within five (5) Business Days after the date the same has been delivered to Buyer,
Buyer shall be deemed to have approved the same. Notwithstanding anything to the contrary, any failure by Seller to deliver to Buyer the IIIP Estoppel shall not be a default under this Agreement. In the event that Seller fails to deliver the IIIP
Estoppel to Buyer on or before the date that is five (5) days prior to the expiration of the Due Diligence Period, Buyer shall have the right to elect, as its sole and exclusive remedy, to (a) terminate this Agreement by written notice to
Seller prior to the expiration of the Due Diligence Period, promptly after which the Initial Deposit shall be returned to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly
survive the termination of this Agreement, or (b) waive such requirement. If Buyer does not terminate this Agreement prior to the expiration of the Due Diligence Period, Buyer will be deemed to have waived its right to terminate this Agreement
pursuant to this Section 4.5. 

 ARTICLE 5 - BUYER’S DUE DILIGENCE/CONDITION OF THE PROPERTY

  

	5.1	Buyer’s Due Diligence. 

  

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


  
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	 	5.1.2	Access to the Property. Commencing on the Effective Date hereof and continuing until the expiration of the Due Diligence Period, Seller shall allow Buyer and
Buyer’s Representatives access to the Property at reasonable times in order to conduct such environmental, soil, engineering or any other studies thereon as Buyer, in its reasonable discretion, shall deem advisable; provided, however:
(a) such access shall not interfere with the operation of the Property or Seller’s adjacent properties and shall be subject to the terms of the Leases; (b) Buyer shall provide at least twenty-four (24) hours’ notice prior to
each visit to the Property by any Buyer’s Representatives, and representatives of Seller shall have the right to accompany Buyer’s Representatives during each such visit; (c) any invasive testing shall require Seller’s prior
written consent, which consent shall not be unreasonably withheld, conditioned or delayed; and (d) after the expiration of the Due Diligence Period Buyer’s Representatives shall not be permitted to perform any further testing or other
physical evaluation of the Property without the prior written consent of Seller, which shall not be unreasonably conditioned, withheld or denied. Buyer shall deliver promptly to Seller copies of all Buyer’s Reports. Buyer shall immediately
return the Property to the condition existing prior to any tests and inspections. Buyer shall use its best efforts to minimize damage to the Property and shall cause the Property to be restored to substantially the condition existing immediately
prior to entry thereon by Buyer and the Buyer’s Representatives (which obligation shall survive the termination of this Agreement and shall not be subject to any limitation of remedies set forth in this Agreement. Seller acknowledges that
Buyer, at its sole expense, will be conducting an audit of property-level financials as specified by Rule 3-14 of Regulation S-X of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and Seller agrees to
reasonably cooperate and assist Buyer in obtaining any and all such data and financial information that shall be reasonably available to Seller (including, without limitation, data and information obtainable from Seller’s property manager), and
permit Buyer’s auditors reasonable access to such information. 

  

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

  

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

  

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

  

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


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

  

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

  

	 	(d)	Buyer shall independently confirm to its satisfaction all information that it considers material to its purchase of the Property or the Transaction.


  

	 	(e)	Except as may otherwise be provided herein, Seller shall have no liability to Buyer, its successors and assigns or, by reason of this Agreement to any other person,
firm, corporation or entity for any condition, defect, whether latent or patent, event, omission, act or failure to act in, of or with respect to the Property or the improvements located thereon whether arising under the Lease or otherwise; all of
which liability, claims or causes of action are hereby released, known or unknown, and all damages arising by reason thereof, whether sustained or existing now or in the future. 


In addition, Buyer expressly understands and acknowledges that it is possible that unknown Liabilities may exist with respect to the
Property and that Buyer explicitly took that possibility into account in determining and agreeing to the Purchase Price, and that a portion of such consideration, having been bargained for between parties with the knowledge of the possibility of
such unknown Liabilities shall be given in exchange for a full accord and satisfaction and discharge of all such Liabilities. 
  

	5.2	Termination of Agreement During Due Diligence Period. If Buyer, in its sole and absolute discretion, is not satisfied with the results of its Due Diligence
during the Due Diligence Period, Buyer may terminate this Agreement for any reason or for no reason by written notice to Seller at any time prior to the expiration of the Due Diligence Period, and, in the event of such termination, neither Seller
nor Buyer shall have any liability hereunder except for those obligations which expressly survive the termination of this Agreement and the Initial Deposit shall be immediately returned to Buyer. In the event Buyer fails to terminate this Agreement
prior to the expiration of the Due Diligence Period, Buyer shall be deemed to have waived its rights to terminate this Agreement in accordance with this Article 5 and, except as otherwise provided in Section 11.2, the Initial
Deposit shall become non-refundable to Buyer upon the expiration of the Due Diligence Period. 


  
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 ARTICLE 6 - ADJUSTMENTS AND PRORATIONS 

The following adjustments and prorations shall be made at the Closing, as applicable: 

 

	6.1	Revenues. 

  

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

  

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

  

	6.2	Security Deposits. The amount of cash security deposits paid under the Leases, and not theretofore applied, together with interest thereon to the extent any
interest is required by law or otherwise to be paid to such tenants, shall be credited to Buyer against the Purchase Price on the date of the Closing. Tenant’s letter of credit, deposited in lieu of a cash security deposit shall be transferred
to Buyer at Closing. Buyer shall assume at Closing the obligation, if any, to pay the security and other deposits to tenants under the Leases, to the extent that such deposits are credited to Buyer at Closing. 


 

	6.3	Interest. Interest accrued and unpaid on the Existing Mortgage shall be prorated on an accrual basis. 


 

	6.4	Real Estate and Personal Property Taxes. Proration of Ad Valorem Taxes. Tenant is obligated by the Lease to pay all ad valorem taxes and assessments with
respect to the Property. Among other things, Seller’s assignment of the Lease pursuant to this Agreement shall include an assignment of all rights of Seller to enforce tenant’s obligation with respect to such taxes and assessments.
Accordingly, there will be no proration of ad valorem taxes and assessments at the Closing. Any taxes, assessments or other charges not payable by tenant under the Lease shall be prorated as of Closing. Certified, confirmed and ratified special
assessments liens as of the Closing Date are to be paid by Seller. Pending special assessments liens as of the Closing Date shall be assumed by Buyer. To the extent but only to the extent the same are not payable by the Tenant under the Lease,
Seller shall also pay and be responsible for any “rollback” taxes or retroactively assessed taxes which arise out of or relate to any improper or inadequate assessment of the Property for the period prior to the Closing, which obligation
shall expressly survive the Closing. 


  
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	6.5	Other Property Operating Expenses. 

  

	 	6.5.1	Operating expenses for the Property that are not the responsibility of the tenant under the Lease shall be prorated as of 12:01 a.m. on the Closing Date. Amounts paid
by the tenant on account of property management fees and lawn care expenses, less any expenditures by Landlord for the same, shall be credited to Buyer or Seller at Closing, as appropriate. 


 

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


  

	6.6	Closing Costs. Buyer shall pay the following costs and expenses associated with the Transaction: (a) all title premiums and charges related to extended
coverage and for endorsements to the Owner’s Title Policy other than the basic title premium, (b) the cost of the Survey, (c) all recording charges in connection with the instrument by which Seller conveys the Property,
(d) one-half of the escrow fee charged by the Title Company, (e) all documentary stamp taxes and intangible taxes applicable to the assumption of the Existing Mortgage by Buyer, (f) all costs of Buyer’s Due Diligence, including
fees due its consultants and attorneys, and (g) all costs related to the transfer and assumption of the Existing Mortgage and loan, including that certain one percent loan assumption fee. Seller shall pay the following costs and expenses
associated with the Transaction: (i) all documentary stamp taxes applicable to the transfer of the Real Property to Buyer, (ii) the basic title premium for issuance of the Owner’s Title Policy, (iii) the commission due
Seller’s Broker pursuant to a separate written agreement, (iv) one-half of the escrow fee charged by the Title Company, (v) all fees due its attorneys, and (vi) all costs incurred in connection with causing the Title Company to
Remove any Required Exceptions. Except as otherwise provided herein, all other closing costs shall be divided equally between Buyer and Seller. The obligations of the parties under this Section 6.6 shall survive the Closing (and not be
merged therein) or any earlier termination of this Agreement. 


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

  

	6.8	Delayed Adjustment; Delivery of Operating and Other Financial Statements. If at any time following the Closing Date, the amount of an item listed in any section
of this Article 6 shall prove to be incorrect (whether as a result of an error in calculation or a lack of complete and accurate information as of the Closing) or otherwise require adjustment as a result of any year-end or periodic
reconciliations, the party owing money as a result of such error or adjustment shall promptly pay to the other party the sum necessary to correct such error or make such adjustment upon receipt of proof of the same, provided that such proof is
received by the party from whom payment is to be made on or before one (1) year after Closing (such period being referred to herein as the “Post Closing Adjustment Period”). In order to enable Seller to determine whether any
such delayed adjustment is necessary, Buyer shall provide to Seller current operating and financial statements for the Property and copies of any correspondence and statements in connection with any reconciliation promptly after the same are
prepared, but, in any event, no later than the date one (1) month prior to the expiration of the Post-Closing Adjustment Period. The provisions of this Section 6.8 shall survive the Closing and not be merged therein.


 ARTICLE 7 - CLOSING 
 Buyer and Seller hereby agree that the Transaction shall be consummated as follows: 
  

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


 

	7.2	Title Transfer and Payment of Purchase Price. Provided all conditions precedent to Seller’s obligations hereunder have been satisfied, Seller agrees to
convey the Property to Buyer upon confirmation of receipt of the Purchase Price by the Escrow Agent as set forth below. Provided all conditions precedent to Buyer’s obligations hereunder have been satisfied, Buyer agrees to pay the Purchase
Price by timely delivering the same to the Escrow Agent on or before the Closing Date at such time as will allow Buyer and Escrow Agent to meet its obligations under this Agreement. Seller acknowledges that the cash portion of the Purchase Price to
be paid by Buyer will be the difference between the Purchase Price and the outstanding principal balance of the Existing Mortgage. The balance of the Purchase Price shall be paid by Buyer’s purchasing the Property subject to the outstanding
principal balance of the Existing Mortgage as of the Closing Date. 


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


 

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

  

	 	(b)	Assignment and Assumption of Existing Mortgage. An assignment and assumption of the Existing Mortgage in such form as mutually agreed upon by Buyer, Seller and
the Existing Lender (“Assignment and Assumption of Existing Mortgage”) executed by Seller and the Existing Lender, assigning the Existing Mortgage to Buyer together with such other documents reasonably required by the Existing
Lender in connection with the assignment of the Existing Mortgage by Seller. 

  

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


 

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

  

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


 

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

  

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


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

 The items to
be delivered by Seller in accordance with the terms of Subsections (a) through (g) of this Section 7.3 shall be delivered to Escrow Agent no later than Noon Eastern Time on the Closing Date and the items to be delivered
by Seller in accordance with the terms of Subsection (h) of this Section 7.3 shall be delivered outside of escrow and shall be deemed delivered if the same are located at the Property on the Closing Date. 

 

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


 

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

  

	 	(b)	Assignment and Assumption of Existing Mortgage. The Assignment and Assumption of Existing Mortgage executed by Buyer together with such other documents
reasonably required by the Existing Lender in connection with the assumption of the Existing Mortgage by Buyer, subject however to the approval of Buyer. 

  

	 	(c)	Bill of Sale. The Bill of Sale executed by Buyer. 

  

	 	(d)	Assignment of Intangible Property. The Assignment of Intangible Property executed by Buyer. 


 

	 	(e)	Assignment of Leases. The Assignment of Leases executed by Buyer. 

  

	 	(f)	Tenant Notification Letters. The Tenant Notification Letters executed by Buyer. 


The Purchase Price shall be paid in accordance with the terms of Section 7.2 hereof and the items to be delivered by Buyer in
accordance with the terms of Subsections (b) through (f) of this Section 7.4 shall be delivered to Escrow Agent no later than Noon Eastern Time on the Closing Date. 

 

	7.5	 Buyer’s Option to Extend Closing Date. If Buyer is not then in default under this Agreement, then Buyer shall have the right to extend the
Closing Date for a single period of thirty (30) additional days past the original Closing Date by taking the following actions prior to the date that is twenty-five (25) days after the expiration of the Due Diligence Period:
(i) delivering to Seller written notice of Buyer’s election to exercise such extension option, and (ii) delivering to the Title Company, in immediately available funds, an additional $250,000.00 (the “Second




  
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Additional Deposit”). Notwithstanding anything to the contrary, the Second Additional Deposit shall be non-refundable to Buyer immediately upon deposit with the Title Company,
but shall be credited against the Purchase Price; provided however, that in the event Seller is in default and Buyer exercises its right to terminate pursuant to Section 11.2 of this Agreement, the Second Additional Deposit shall be
returned to Buyer. Notwithstanding anything to the contrary, in the event that Seller becomes entitled to the Deposit pursuant to the terms of this Agreement, Seller shall also be entitled to receive the Second Additional Deposit.


 ARTICLE 8 - CONDITIONS TO CLOSING 

 

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

  

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

  

	 	(b)	Buyer’s Deliveries Complete. Buyer shall have delivered the funds required hereunder and all of the documents to be executed by Buyer as set forth above
with regard to the Closing, and shall have performed all other covenants, undertakings and obligations, and complied with all conditions required by this Agreement, to be performed or complied with by Buyer at or prior to Closing.


  

	 	(c)	Seller’s Release. Except as may otherwise be provided in the loan assumption documents, the form and substance of which as to any liability of Seller that
is not thereby released shall be acceptable to Seller in its sole and exclusive discretion, which may be exercised arbitrarily and capriciously, the Seller Parties shall be released from any and all liability with respect to the Existing Mortgage
and any guaranty or guaranties executed in connection therewith. 

  

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

  

	 	(a)	 Existing Mortgage. The Existing Lender shall permit Buyer to purchase the Property and permit the assignment and assumption of the Existing
Mortgage by Buyer. Seller shall reasonably cooperate with Buyer in applying for the Existing Lender’s approval of Buyer’s assumption of the Existing Mortgage, including delivery of any notices or requests required to be submitted in
connection therewith or reasonably requested by Buyer, and shall execute any documentation at Closing reasonably requested by the Existing Lender to effectuate Buyer’s assumption of the Existing




  
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Mortgage. The Closing of the sale contemplated hereby is expressly contingent upon (i) the Existing Lender’s agreement to limit Buyer’s liability for any obligations under the loan
documents to events or circumstances first occurring subsequent to Closing; (ii) there being no change to the terms and conditions of the loan documents evidencing the Existing Mortgage, and (iii) Buyer approving the loan assumption
documents in its reasonable discretion. If Buyer is unable to obtain the Existing Lender’s approval to purchase the Property subject to the Existing Mortgage on the terms sets forth in the preceding sentence by the Closing Date, as may be
extended pursuant to Section 7.5, the Closing Date may be further extended by Buyer for a period of thirty (30) additional days past the Closing Date, as may be extended pursuant to Section 7.5, to enable Buyer to work
with the Existing Lender to obtain Existing Lender’s approval, by delivering to Seller written notice of Buyer’s election to exercise such extension option on or prior to the Closing Date. 


 

	 	(b)	Representations True. Subject to the provisions of Section 8.3, all representations and warranties made by Seller in this Agreement, as the same may
be amended as provided in Section 9.3, shall be true and correct in all material respects on and as of the Closing Date, as if made on and as of such date except to the extent that they expressly relate to an earlier date;


  

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


  

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


 

	8.3	Waiver of Failure of Conditions Precedent. At any time or times on or before the date specified for the satisfaction of any condition, Seller or Buyer may elect
in writing to waive the benefit of any such condition set forth in Sections 8.1 or 8.2. By closing the Transaction, Seller and Buyer shall be conclusively deemed to have waived the benefit of any remaining unfulfilled conditions set forth in
Sections 8.1 or 8.2. Notwithstanding anything to the contrary, including, without limitation, Article 11 of this Agreement, if all of the conditions set forth in Section 8.2 are neither waived nor fulfilled on or before the
Closing Date, then Buyer shall have the right, to elect, as its sole and exclusive remedy, to (a) terminate this Agreement by written notice to Seller, promptly after which the Deposit shall be returned to Buyer and, thereafter, the parties
shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (b) waive the condition and proceed to close the Transaction. Notwithstanding the foregoing, in the event
any of the conditions set forth in Section 8.2 are not fulfilled as a result of a default by either party hereto, the provisions of Article 11 shall apply. 


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

 ARTICLE 9 - REPRESENTATIONS AND WARRANTIES

  

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


 

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

  

	 	9.1.2	Buyer’s Financial Condition. No petition has been filed by or against Buyer under the federal bankruptcy code or any similar state or federal Law.


  

	 	9.1.3	 Patriot Act Compliance. Buyer is not (i) acting, directly or indirectly for, or on behalf of, any person, group, entity or nation named by
any Executive Order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism) or the United States Treasury Department as a terrorist,
“Specially Designated National and Blocked Person,” or other banned or blocked person, entity, or nation pursuant to any Law that is enforced or administered by the Office of Foreign Assets Control, and is not engaging in these
Transactions, directly or indirectly, on behalf of, or instigating or facilitating these Transactions, directly or indirectly, on behalf of, any such person, group, entity or nation, nor (ii) engaged in any dealings or transactions, directly or
indirectly, in contravention 



  
 22 










	 	
of any United States, international or other applicable money laundering regulations or conventions, including, without limitation, the United States Bank Secrecy Act, the United States Money
Laundering Control Act of 1986, the United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, Trading with the Enemy Act (50 U.S.C. § 1 et seq., as amended), or any foreign asset control
regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto. 


Buyer’s representations and warranties in this Section 9.1 shall survive the Closing for a period of one (1) year
and not be merged therein. 
  

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


 

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

  

	 	9.2.2	Seller’s Financial Condition. No petition has been filed by, nor to Seller’s knowledge by any third party against, Seller under the federal bankruptcy
code or any similar state or federal Law. 

  

	 	9.2.3	Existing Mortgage. The copies of the loan documents relating to the Existing Mortgage delivered or to be delivered to Buyer are complete in all material
respects. Seller has not received any written notice of default or breach under the Existing Mortgage, and to Seller’s knowledge there are no existing or uncured defaults or breaches by Seller under the Existing Mortgage


  

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


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

  

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

  

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

  

	 	9.2.8	Covenants and Restrictions. Except for violations cured or remedied on or before the Effective Date hereof and except as listed in Exhibit I
attached hereto, as of the Effective Date of this Agreement, Seller has not received any written notice from Imeson International Industrial Park, Inc. of any violation of any covenant or restriction applicable to the Property.


  

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


  

	 	9.2.10	Governmental Violations. Except for violations cured or remedied on or before the Effective Date hereof and except as listed in Exhibit I
attached hereto, as of the Effective Date of this Agreement, Seller has not received any written notices from any governmental or regulatory authority of any defects or inadequacies applicable to the Property or violations of any environmental Law.
Seller has received no written notice that (i) any governmental licenses, permits or approvals held by Seller pertaining to and required for the ownership or operation of the Property, as presently operated, have been or are about to be revoked
or will not be renewed; or (ii) either Seller or the Property does not comply with the terms of any such licenses, permits or approvals. 

  

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


  
 24 










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


 

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

  

	9.3	General Provisions. 

  

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

  

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


  
 25 










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


  

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

  

	 	(ii)	If any of Seller’s Warranties are untrue, inaccurate or incorrect but are not, in the aggregate, untrue, inaccurate or incorrect in any material respect, Buyer
shall be deemed to waive such misrepresentation or breach of warranty, and Buyer shall be required to consummate the Transaction without any reduction of or credit against the Purchase Price. 


 

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


 

	 	9.3.2	Survival. Seller’s Warranties related to the Property shall survive the Closing and not be merged therein for a period of one (1) year.



  
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 ARTICLE 10 - COVENANTS 

 

	10.1	Buyer’s Covenants. Buyer hereby covenants as follows: 

  

	 	10.1.1	Buyer’s Indemnity. Buyer hereby agrees to indemnify, defend, and hold each of the Seller Parties free and harmless from and against any and all Liabilities
(including reasonable attorneys’ fees, expenses and disbursements) arising out of or resulting from the entry on the Real Property and/or the conduct of any Due Diligence by any Buyer’s Representatives at any time prior to the Closing;
provided, however, that Buyer’s obligations under this Subsection 10.1.1 shall not apply to the mere discovery of a pre-existing environmental or physical condition at the Property. 


 

	10.2	Seller’s Covenants. Seller hereby covenants as follows: 

  

	 	10.2.1	Contracts and Leases. Without Buyer’s prior consent, which consent shall not be unreasonably withheld, conditioned or delayed, between the Effective Date
hereof and the Closing Date, Seller shall not extend, renew, replace or otherwise modify any Contract or Lease or enter into any new service contract, lease or agreement unless such Contract, service contract, lease or agreement (as so extended,
renewed, replaced or modified) can be terminated by the owner of the Property without penalty on not more than thirty (30) days’ notice. Seller shall furnish Buyer with a written notice of the proposed transaction which shall contain
information that Seller believes is reasonably necessary to enable Buyer to make informed decisions with respect to the advisability of the proposed transaction. If Buyer fails to object in writing to the terms set forth in Seller’s notice
within five (5) Business Days after receipt thereof, Buyer shall be deemed to have approved the proposed transaction. Buyer’s consent shall not be unreasonably withheld, conditioned or delayed with respect to any such transaction that is
proposed prior to the expiration of the Due Diligence Period. Buyer, in its sole and absolute discretion, shall be entitled to grant or withhold its consent with respect to any such transaction that is proposed between the expiration of the Due
Diligence Period and the Closing. 

  

	 	10.2.2	Maintenance of Property. Except to the extent Seller is relieved of such obligations by Article 12, between the Effective Date hereof and the Closing
Date, Seller shall: 

  

	 	(a)	comply in all material respects with all Laws relating to the Property; 

  

	 	(b)	comply in all material respects with all the terms, conditions and provisions of the Leases, the Existing Mortgage, insurance policies and other contractual
arrangements relating to the Property, make all payments due thereunder and suffer no default therein, and to the extent applicable, provide Buyer with copies of any notices claiming a breach or default with respect to the Leases, Existing Mortgage,
insurance policies or other contractual arrangements; and 


  
 27 










	 	(c)	maintain and keep the Property in a manner consistent with Seller’s past practices with respect to the Property; 


provided, however, that, subject to Buyer’s right to terminate this Agreement prior to the expiration of the Due
Diligence Period in accordance with the terms of Article 5, Buyer hereby agrees that, except for breaches of this Section 10.2.2, Buyer, shall accept the Property subject to, and Seller shall have no obligation to cure,
(i) any violations of Laws, or (ii) any physical conditions which would give rise to violations of Laws, whether the same now exist or arise prior to the Closing. Between the Effective Date hereof and the Closing Date, Seller will advise
Buyer of any written notice Seller receives after the Effective Date hereof from any governmental authority of the violation of any Laws regulating the condition or use of the Property or if any material change occurs in the occupancy or conditions
affecting the Property. 
  

	10.3	Mutual Covenants. 

  

	 	10.3.1	Publicity. Seller and Buyer each hereby covenant and agree that (a) prior to the Closing neither Seller nor Buyer shall issue any Release (as hereinafter
defined) with respect to the Transaction without the prior consent of the other, except to the extent required by applicable Law, and (b) after the Closing, any Release issued by either Seller or Buyer shall be subject to the review and
approval of both parties (which approval shall not be unreasonably withheld, conditioned or delayed), except to the extent required by applicable Law. Seller acknowledges that Buyer is a publicly traded entity and, as such, Buyer has obligations to
make certain public statements in order to comply with applicable Laws. If either Seller or Buyer is required by applicable Law to issue a Release, such party shall, at least two (2) Business Days prior to the issuance of the same, deliver a
copy of the proposed Release to the other party for its review. Seller and Buyer acknowledge and agree that the delivery of the Release to the other party as required pursuant to the foregoing sentence shall not imply that the approval of the
Release by the receiving party is a condition precedent to the issuance thereof. As used herein, the term “Release” shall mean any press release or public statement with respect to the Transaction or this Agreement.


  

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



  
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attorneys’ fees, expenses and disbursements) suffered or incurred by Seller as a result of any claims by any party claiming to have represented Buyer as broker in connection with the
Transaction. 

  

	 	10.3.3	Tax Protests; Tax Refunds and Credits. The Lease grants certain rights to Tenant in connection with ad valorem taxes and assessments. This
Section 10.3.3 in its entirety is subject to Tenant’s supervening rights under Lease; however, subject thereto, Seller shall have the right to continue and to control the progress of and to make all decisions with respect to any
contest of the real estate taxes and personal property taxes for the Property due and payable during the Closing Year and all prior years. Subject to Tenant’s supervening rights, Buyer shall have the right to control the progress of and to make
all decisions with respect to any tax contest of the real estate taxes and personal property taxes for the Property due and payable during all years subsequent to the Closing Year. All real estate and personal property tax refunds and credits
received after Closing with respect to the Property shall be applied as provided in the Lease and, to the extent not so provided, in the following order of priority: first, to pay the costs and expenses (including reasonable attorneys’
fees, expenses and disbursements) incurred in connection with obtaining such tax refund or credit; and second, apportioned between Buyer and Seller as follows: 


 

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

  

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

  

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

  

	 	10.3.4	Survival. The provisions of this Section 10.3 shall survive the Closing (and not be merged therein) or earlier termination of this Agreement.


 ARTICLE 11 - DEFAULT AND REMEDIES 

 

	11.1	Buyer Defaults and Seller Remedies. If, on or before the Closing Date, (i) Buyer is in default of any of its obligations hereunder, or (ii) any of
Buyer’s representations or warranties are, in the aggregate, untrue, inaccurate or incorrect in any material respect, or (iii) the Closing otherwise fails to occur by reason of Buyer’s failure or refusal to perform its obligations
hereunder in a prompt and timely manner, and any such circumstance described in any of clauses (i), (ii) or (iii) continues 


  
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for ten (10) days after written notice from Seller to Buyer, which written notice shall detail such default, untruth or failure, as applicable, then Seller may elect to (a) terminate
this Agreement by written notice to Buyer, promptly after which the Deposit shall be paid to Seller as liquidated damages and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly
survive the termination of this Agreement, or (b) waive the condition and proceed to close the portion of the Transaction. 

  

	11.2	Seller Defaults and Buyer Remedies. If, on or before the Closing Date, (i) Seller is in default of any of its obligations hereunder, or (ii) any of
Seller’s Warranties are, in the aggregate, untrue, inaccurate or incorrect in any material respect, or (iii) the Closing otherwise fails to occur by reason of Seller’s failure or refusal to perform its obligations hereunder in a
prompt and timely manner, and any such circumstance described in any of clauses (i), (ii) or (iii) continues for ten (10) days after written notice from Buyer to Seller, which written notice shall detail such
default, untruth or failure, as applicable, then Buyer shall have the right, to elect, as its sole and exclusive remedy, to (a) terminate this Agreement by written notice to Seller, promptly after which the Deposit shall be returned to Buyer
and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (b) waive the condition and proceed to close the Transaction, or
(c) seek specific performance of this Agreement by Seller. 

 ARTICLE 12 - CONDEMNATION/CASUALTY

  

	12.1	Right to Terminate. If, after the Effective Date hereof, (a) any portion of the Property is taken by condemnation or eminent domain (or is the subject of a
pending taking which has not yet been consummated), or (b) any portion of the Property is damaged or destroyed (excluding routine wear and tear), Seller shall notify Buyer in writing of such fact promptly after obtaining knowledge thereof. If
the Property is the subject of a Major Casualty/Condemnation that occurs after the Effective Date hereof, Buyer shall have the right to terminate this Agreement by giving written notice to Seller no later than ten (10) Business Days after the
giving of Seller’s notice, and the Closing Date shall be extended, if necessary, to provide sufficient time for Buyer to make such election. The failure by Buyer to so elect in writing to terminate this Agreement within such ten
(10) Business Day period shall be deemed an election not to terminate this Agreement. If this Agreement is terminated pursuant to this Section 12.1, the Deposit shall be returned to Buyer and, thereafter, this Agreement shall
terminate and neither party to this Agreement shall have any further rights or obligations hereunder other than any arising under any section herein which expressly provides that it shall survive the termination of this Agreement.


  

	12.2	Allocation of Proceeds and Awards. Subject to the rights of the tenant under the Existing Lease, which shall supersede these provisions where applicable, if a
condemnation or casualty occurs after the Effective 


  
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Date hereof and this Agreement is not terminated as permitted pursuant to the terms of Section 12.1, then this Agreement shall remain in full force and effect, Buyer shall acquire the
remainder of the Property upon the terms and conditions set forth herein and at the Closing: 

  

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

  

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

  

	12.3	Insurance. Seller shall maintain or require that Tenant maintain the property insurance coverage currently in effect for the Property as provided in and required
by the Lease, or comparable coverage, through the earlier of any termination of this Agreement or the Closing Date. 

  

	12.4	Waiver. The provisions of this Article 12 supersede the provisions of any applicable Laws with respect to the subject matter of this Article 12.


 ARTICLE 13 - ESCROW PROVISIONS 
 The Deposit and any other sums (including, without limitation, any interest earned on such other sums) which the parties agree shall be held in escrow (herein collectively called the “Escrow
Deposits”), shall be held by the Escrow Agent, in trust, and disposed of only in accordance with the following provisions: 
  

	 	(a)	The Escrow Agent shall invest the Escrow Deposits in government insured non-interest bearing instruments reasonably satisfactory to both Buyer and Seller, shall not
commingle the Escrow Deposits with any funds of the Escrow Agent or others, except for such brief periods as may be necessary to receive, invest and transmit the same, and shall promptly provide Buyer and Seller with confirmation of the investments
made. 


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


 

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

  

	 	(d)	Notice of any default, dispute or disagreement among Seller and Buyer with respect to the Escrow Deposits shall be given to the Escrow Agent as soon as reasonably
practical after the same arises. Such notice shall be in writing and as thoroughly as possible describe the dispute, default or disagreement. The notice may be given by either party and upon receipt of such notice, Escrow Agent shall notify all
parties of the dispute. Subsequent to giving notice of default, dispute or disagreement among the parties, Escrow Agent shall not disburse funds or deliver documents or other items from escrow, or perform any other act required by this agreement
except upon the specific and mutual agreement, in writing, signed by Seller and Buyer, or upon the order of a court of competent jurisdiction. In the event of default, dispute or disagreement about the interpretation of this Agreement or the
propriety of any action contemplated by the Escrow Agent hereunder, or about the rights and obligations of any of the parties, the Escrow Agent may, in its sole discretion, file an action for interpleader or pursue other appropriate legal
proceedings to resolve the matter. Whether suit is filed or not, the Escrow Agent may in its reasonable discretion retain legal counsel for advice or representation in the event of default, dispute or disagreement and the parties agree to indemnify
Escrow Agent for reasonable attorneys’ fees, costs, and expenses arising therefrom. The Escrow Agent shall otherwise not be liable for any mistakes of facts or error in judgment, or any acts or omissions of any kind unless caused by its willful
misconduct or gross negligence, and Seller and Buyer agree to indemnify and hold the Escrow Agent harmless from any claims, demands, causes of action, liability, damages and judgments, including the costs of defending any action against it, together
with any reasonable attorneys’ fees, costs, and legal expenses incurred in connection with the Escrow Agent’s undertaking pursuant to the terms and conditions of this Agreement. 


  
 32 










	 	(e)	The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the Escrow Agent shall not be deemed to
be the agent of either of the parties, and that the Escrow Agent shall not be liable to Seller or Buyer for any loss, costs, damages or expenses arising out of the following: (i) Escrow Agent’s compliance with any legal process, subpoena,
writ, order, judgment, or decree of any court issued with or without jurisdiction and whether or not consequently vacated, modified, set aside or reversed, (ii) the default, error, action, omission or misrepresentation of Seller or Buyer to
this Agreement, (iii) any loss or impairment of Escrow Deposits while those funds are in the process of being collected or while those funds are on deposit in a financial institution if such loss or impairment results from the failure,
insolvency or suspension of a financial institution, (iv) the consequences of any delay or expiration of any time limit caused by any party to this Agreement, other than any delay caused by the willful misconduct or gross negligence of Escrow
Agent, (v) the legal effect, insufficiency, or undesirability of any document deposited with Escrow Agent , delivered to or by Escrow Agent , or exchanged among the parties, (vi) any failure or delay in the surrender of possession of the
Property or the rights or obligations of any party in possession of the Property, (vii) the financial status or insolvency of any party or misrepresentation made by any party to this Agreement, or (viii) any defect in title to the
Property. 

  

	 	(f)	The Escrow Agent has executed this Agreement in the place indicated on the signature page hereof in order to confirm that the Escrow Agent has received and shall hold
the Escrow Deposits in escrow, and shall disburse the Escrow Deposits pursuant to the provisions of this Article 13. 

 The provisions of this Article 13 shall survive the Closing (and not be merged therein) or earlier termination of this Agreement. 

ARTICLE 14 - MISCELLANEOUS 
  

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


  
 33 










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

  

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

  

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

  

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


  

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

  

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


 

	14.5	Governing Law. This Agreement shall be governed by, and construed in accordance with, the Law of the State of Florida. 


  
 34 










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

  

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


  

	14.8	Severability. If any term or provision of this Agreement or the application thereof to any persons or circumstances shall, to any extent, be invalid or
unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of
this Agreement shall be valid and enforced to the fullest extent permitted by law. 

  

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


 

			
	Seller:	  	 Imeson West I, LLC
 3600
Vineland Road, Suite 101
 Orlando, Florida 32811
 Attn: Daniel B. Webb
 Telephone: (407) 841-1414

Telecopy:   (407) 422-7048
 Email:
dwebbfc@orlandotelco.net




  
 35 









 
			
	with copy to:	  	 Earl M. Barker, Jr.
 Slott,
Barker & Nussbaum
 334 East Duval Street
 Jacksonville, Florida 32202
 Telephone: (904) 353-0033

Telecopy:   (904) 355-4148
 Email:
embarker@sbnjax.com

		
	Buyer:	  	 Global Income, LP
 CNL Center
at City Commons
 450 South Orange Avenue

Orlando, Florida 32801
 Attn: John
McRae
 Telephone: (407) 540-7701

Telecopy: (407) 540-7750
 Email:
john.mcrae@cnl.com

		
	with copy to:	  	 Global Income, LP
 CNL Center
at City Commons
 450 South Orange Avenue

Orlando, Florida 32801
 Attn: Holly J. Greer,
Esq., General Counsel
 Telephone: (407) 540-7546
 Telecopy: (407) 540-2544
 Email: holly.greer@cnl.com

		
	with copy to:	  	 Lowndes, Drosdick, Doster, Kantor & Reed, P.A.
 450 South Orange Avenue, Suite 800
 Orlando, Florida 32801

Attention: Joaquin E. Martinez
 Phone: (407)
843-4600
 Fax: (407) 843-4444
 Email:
quino.martinez@lddkr.com



 Any party entitled to receive notices hereunder may change the address for notice specified above by
giving the other party ten days’ advance written notice of such change of address. A party’s attorney may send notices on behalf of that party, but a notice is not effective against a party if sent only to that party’s attorney or
only to the party without also sending a copy to that party’s attorney. 
  

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


  
 36 










	14.11	No Recordation. Seller and Buyer each agrees that neither this Agreement nor any memorandum or notice hereof shall be recorded and Buyer agrees (a) not to
file any notice of pendency or other instrument (other than a judgment) against the Property or any portion thereof in connection herewith and (b) to indemnify Seller against all Liabilities (including reasonable attorneys’ fees, expenses
and disbursements) incurred by Seller by reason of the filing by Buyer of such notice of pendency or other instrument. Notwithstanding the foregoing, if the same is permitted pursuant to applicable Laws, Buyer shall be entitled to record a notice of
lis pendens if Buyer is seeking specific performance of this Agreement by Seller in accordance with the terms of Section 11.2 hereof or in such other applicable circumstances in which Buyer is seeking to enforce its rights
hereunder. 

  

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


 

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


 

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


  

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


  
 37 










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

 [Remainder of page intentionally blank] 

  
 38 









 IN WITNESS WHEREOF, each party hereto has caused this Agreement to be duly
executed to be effective as of the Effective Date. 
  

			
	SELLER:
	
	IMESON WEST I, LLC,
	a Florida limited liability company
		
	By:	 	 /s/ Daniel B. Webb

	Name:	 	 Daniel B. Webb

	Title:	 	 Manager



 [Signatures continued on the following page] 

  
 39 









 
							
	BUYER:
	
	 GLOBAL INCOME, LP,
 a Delaware limited partnership

		
	By:	 	Global Income GP, LLC,
		 	a Delaware limited liability company,
		 	its General Partner
			
		 	By:	 	Global Income Trust, Inc.,
		 		 	a Maryland corporation,
		 		 	its Managing Member
				
		 		 	By:	 	 /s/ Robert A. Bourne

		 		 	Name:	 	 Robert A. Bourne

		 		 	Title:	 	 Chief Executive Officer




  
 40 









 AGREEMENT OF ESCROW AGENT 

The undersigned has executed this Agreement solely to confirm its agreement to (a) hold the Escrow Deposits in escrow in accordance
with the provisions hereof and (b) comply with the provisions of Article 13. 
 In witness whereof, the undersigned
has executed this Agreement as of May 30, 2012. 
  

			
	OLD REPUBLIC NATIONAL TITLE
	INSURANCE COMPANY
		
	By:	 	 /s/ James Bray

	Name:	 	 James Wm. Bray

	Title:	 	 AVP




  
 41 









 EXHIBIT A TO PSA 

LEGAL DESCRIPTION OF THE PROPERTY 
 [Omitted as not necessary to an understanding the agreement] 
 EXHIBIT B TO PSA

 LIST OF CONTRACTS 
 [Omitted as not necessary to an understanding the agreement] 
 EXHIBIT C TO PSA

 LIST OF LEASES 
 [Omitted as not necessary to an understanding the agreement] 
 EXHIBIT D TO PSA

 LIST OF PERSONAL PROPERTY 
 NONE 
 EXHIBIT E TO PSA 

FORM OF SPECIAL WARRANTY DEED 
 [Omitted as not necessary to an understanding the agreement] 
 EXHIBIT F TO
PSA 
 FORM OF BILL OF SALE 
 [Omitted as not necessary to an understanding the agreement] 







 EXHIBIT G TO PSA 

FORM OF ASSIGNMENT OF INTANGIBLE PROPERTY 
 [Omitted as not necessary to an understanding the agreement] 
 EXHIBIT H TO PSA

 FORM OF ASSIGNMENT OF LEASES 
 [Omitted as not necessary to an understanding the agreement] 
 EXHIBIT I TO PSA

 NOTICES OF LITIGATION, CONTRACT DEFAULTS 

AND GOVERNMENTAL VIOLATION 
  

	1.	None 

 EXHIBIT J TO PSA

 FORM OF TENANT NOTIFICATION LETTER 
 [Omitted as not necessary to an understanding the agreement] 
 EXHIBIT K TO PSA

 FORM OF TENANT ESTOPPEL 
 [Omitted as not necessary to an understanding the agreement]