EX-10.1






AGREEMENT FOR PURCHASE AND SALE

OF REAL PROPERTY AND ESCROW INSTRUCTIONS




THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS (“Agreement”)
between NNN CHASE TOWER REO, LP, a Texas limited partnership, NNN OF8 CHASE TOWER REO, LP, a Texas
limited partnership, CBD CHASE TOWER, LP, a Texas limited partnership (f/k/a ERG Chase Tower, LP),
and NNN VF CHASE TOWER REO, LP, a Texas limited partnership (collectively, “Seller”) and 221 WEST
SIXTH STREET, LLC, a Texas limited liability company (“Buyer”), is made and entered into as of the
Effective Date (as defined below).



Recitals




A. Seller owns certain real property and improvements located at 221 West Sixth Street,
Austin, Travis County, Texas, and more specifically described in Exhibit A attached hereto,
commonly known as Chase Tower and certain other assets, as hereinafter described.



B. Subject to the terms and conditions set forth below, Seller desires to sell to Buyer, and
Buyer desires to purchase from Seller, the Property (as hereinafter defined).



C. For purposes of this Agreement, the “Effective Date” shall be defined as the later of: (i)
the date this Agreement is executed by the last of the parties comprising Seller to execute this
Agreement, as evidenced by the date of such execution as set forth on Seller’s signature pages
hereof; and (ii) the date this Agreement is executed by Buyer, as evidenced by the date of such
execution as set forth on Buyer’s signature page hereof.



Agreement




NOW, THEREFORE, in consideration of the mutual covenants, promises and agreements herein
contained, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto do hereby agree as follows:



1. Purchase and Sale. The above “Recitals” are hereby incorporated into this Agreement as
if fully set forth herein. Subject to the terms and conditions of this Agreement, Seller hereby
agrees to sell, convey and assign to Buyer, and Buyer hereby agrees to purchase and accept from
Seller, the following property (collectively, the “Property”):



1.1. the real property described on Exhibit A attached hereto, together with all
structures, buildings, improvements and fixtures located thereon or affixed or attached thereto,
and all easements, privileges, tenements, hereditaments, appurtenances, benefits, interests and
rights thereon, belonging or in any way appurtenant to such real property (collectively, the “Real
Property”);



1.2. all rights, title and interest, if any, of Seller in and to (i) any strip or gore or any
land lying in the bed of any street, road, alley or right-of-way, open or closed, adjacent to or
abutting such Real Property; (ii) any and all entitlements, air rights, subsurface rights,
development rights and water rights, water and wastewater capacities and reservations and to the
extent transferable all building and other permits or approvals heretofore granted by any
governmental authority with respect to such Real Property; (iii) any unpaid award made or to be
made for the taking by condemnation or otherwise, for public or quasi-public use or purpose, of any
of the foregoing; (iv) any unpaid award for damage to any or all of the foregoing by reason of
change of grade of any such street, road or avenue; and (v) all oil, gas and other minerals of
every nature with respect to such Real Property;



1.3. All leases, including associated amendments, with all persons and/or parties (“Tenants”)
leasing the Real Property or any portion thereof as of the Effective Date or entered into in
accordance with this Agreement prior to Closing (as hereinafter defined) (collectively, the
“Leases”), together with all security deposits held in connection with the Leases and all of
Seller’s right, title and interest in and to all guarantees, letters of credit and other similar
credit enhancements providing additional security for such Leases;



1.4. all of Seller’s rights, title and interest, if any, in and to (i) any and all tangible
personal property owned by Seller located on or used exclusively in connection with the Real
Property including without limitation the sculptures (expressly excluding that certain sculpture
known as “Sugarbabies” by the sculptor George Sugarman installed or to be installed in a courtyard
of the building located on the Real Property [the “Sculpture”]), paintings and other artwork,
equipment (including computers), furniture, tools and supplies listed on Exhibit H attached
hereto and made a part hereof (collectively, the “Tangible Personal Property”) but expressly
excluding the furniture, equipment and other personal property located in the private office of the
Building property manager (the “Excluded Personal Property”); (ii) any and all intangible personal
property owned by Seller located on or used exclusively in connection with the Real Property
including without limitation any and all plans and specifications, architectural and engineering
drawings and the common name of the Real Property (including all trade names, trade marks and other
identifying material associated with the Real Property, as well as all marketing or promotional
materials specific thereto), records, files, computer records and software, telephone exchanges,
and the name of the building; and (iii) all guaranties and warranties, to the extent transferable,
related to the Property (collectively, the “Intangible Personal Property,” and collectively with
the Tangible Personal Property, the “Personal Property”);



1.5. All service contracts relating to the operation of the Property as of the Effective Date
or entered into in accordance with this Agreement prior to Closing (collectively, the “Contracts”);
provided, however, that Seller shall terminate certain Contracts, as provided hereafter; and



1.6. To the extent transferable, any and all building permits, certificates of occupancy and
other certificates, permits, consents, authorizations, variances or waivers, dedications,
subdivision maps, licenses and approvals from any governmental or quasi-governmental agency,
department, board, commission, bureau or other entity or instrumentality relating to the Real
Property or any improvements thereon (collectively, the “Permits”).



2. Purchase Price. Subject to the charges, prorations and other adjustments set forth in
this Agreement, the total Purchase Price for the Property shall be: (i) Seventy Three Million Six
Hundred and Fifty Thousand and No/100 Dollars ($73,650,000.00)(“Base Price”) plus (ii) Two Hundred
Thousand and No/100 Dollars ($200,000.00)(the “Earn Out Price”) if Barringer Legal Copies enters
into a lease (the “Basement Lease”) for certain space located on the basement level of the building
located on the Real Property on the terms set forth on Exhibit G (in which case such lease
shall be deemed approved under this Agreement) on or before the date of expiration of the
Inspection Period (the “Earn-Out Deadline”).



If the Basement Lease is executed by the Earn-Out Deadline, the Purchase Price shall be equal
to the Base Price and the Earn-Out Price. If the Basement Lease is not delivered to Seller by the
Earn-Out Deadline, the Purchase Price shall be equal to only the Base Price. The Purchase Price
shall be payable as follows:



2.1. Deposit. Within two (2) business days after the Effective Date, Buyer shall
deposit into Escrow (as hereinafter defined) the amount of One Million and No/100 Dollars
($1,000,000.00) (together with any interest thereon, the “Deposit”), in the form of a wire transfer
payable to Chicago Title Insurance Company, 2001 Bryan Street, Suite 1700, Dallas, Texas 75201,
Attn: Ellen Schwab, (tel. (214) 303-5300; fax (214) 965-1629; email SchwabE@CTT.com (“Escrow
Holder”). Escrow Holder shall place the Deposit into an interest bearing money market account at a
bank or other financial institution reasonably satisfactory to Buyer. Any interest earned thereon
shall be and remain the property of Buyer, and shall be credited towards the Purchase Price at
Closing or paid to Buyer upon any other payment or application of the Deposit. Additionally,
within two (2) business days after the Effective Date, Buyer shall deliver to Seller a check in the
amount of One Hundred and No/100 Dollars ($100.00) (“Independent Agreement Consideration”), which
amount the parties bargained for and agreed to as consideration for Seller’s grant to Buyer of
Buyer’s exclusive right to purchase the Property pursuant to the terms hereof and for Seller’s
execution, delivery and performance of this Agreement, and which amount shall not be or become a
part of the Deposit. This Independent Agreement Consideration is in addition to and independent of
any other consideration or payment provided in this Agreement, is nonrefundable under any
circumstances, and shall be retained by Seller notwithstanding any other provisions of this
Agreement.



2.2. Financing. Buyer shall be solely responsible for determining the form of
financing (the “Buyer’s Financing”), if any, for its purchase of the Property under this Agreement.



2.2.1. The Property is encumbered by a loan in the original principal amount of Fifty Eight
Million and No/100 Dollars ($58,000,000.00) and a current approximate principal amount of
$57,030,685.00 (the “Existing Loan”), which Existing Loan was originally made by MMA Realty
Capital, LLC, and is now held by PSP/MRC Debt Portfolio S-1, L.P. (together with its successors and
assigns, the “Lender”) and is evidenced and/or secured by the documents described on Exhibit
F attached hereto, which are hereinafter collectively referred to as the “Loan Documents.” In
addition, partnership interests of the partners of Seller constitute security for a mezzanine loan
in the original principal amount of $11,000,000.00 (the “Mezzanine Loan”), which Seller shall pay
in full at Closing (and if Seller fails to do so, Buyer may, at Buyer’s sole election (a) terminate
this Agreement upon such then-scheduled date of Closing and receive a refund of the Deposit, or (b)
extend the date of Closing until the date of such payment). At Closing, Buyer may assume the
Existing Loan (and such assumption shall, subject to the terms and conditions of this Section
2.2.1 and Sections 2.3 and 10.1.4 hereof, be a condition precedent to the
Closing hereof) subject to modification of the terms of the Loan Documents or the terms of new loan
documents from Existing Lender as required by Buyer, on terms and conditions acceptable to Lender
and reasonably acceptable to Buyer acting in good faith (the “Assumption”). The consent and
approval of Lender is required before Buyer will be permitted to consummate the Assumption. As
they become due and payable, Buyer shall pay any Assumption fees, and all other costs, fees or
expenses (other than Seller’s legal fees) in connection with attempting to obtain approval of the
Lender of the Assumption and in assuming the Existing Loan (collectively, the “Loan Assumption
Related Fees”).



2.3. Terms of Financing. Seller and Buyer agree to cooperate with each other
diligently, promptly, and in good faith, at Buyer’s sole cost and expense, including legal fees and
costs of the Lender or any other lender (except with respect to Seller’s legal fees) in seeking to
obtain (a) the consent of Lender to the sale of the Property and (b) the Buyer’s Financing,
including the Assumption, if applicable. In connection with such approval, both parties will
supply the information reasonably requested by Lender with respect to such approval. Buyer shall,
within five (5) business days after Buyer’s receipt of Lender’s requirements with respect to the
proposed Assumption, deliver a package to Lender, containing such information regarding Buyer and
Buyer’s proposed acquisition of the Property and the Assumption as Lender may reasonably require in
order to consider the request for the Assumption, and for such modifications related thereto as
Buyer may request (and such delivery of any such information shall in no event violate any
confidentiality requirements between Seller and Buyer). Buyer shall in no event negotiate with
Lender for the purchase of the Existing Loan, and Buyer acknowledges and agrees that it shall
communicate and negotiate with Lender, in good faith, only regarding the assumption (and such
modifications related thereto) of the Existing Loan. In the event (x) Buyer and Lender cannot
agree upon the terms and conditions of the Assumption, which Assumption is to be evidenced by a
commitment in writing signed by Lender and Buyer containing all necessary material terms that bind
Lender and Buyer (“Commitment”), which Commitment shall be made and entered into by and between
Buyer and Lender, if at all, on or before the expiration of the Inspection Period, or (y) Buyer is
not otherwise able to satisfy itself as to Buyer’s Financing (in Buyer’s sole discretion) by the
expiration of the Inspection Period, then Buyer shall have the right to terminate this Agreement
upon written notice to Seller, and Buyer and Seller shall thereafter have no further rights or
obligations with respect to this Agreement (other than such rights or obligations which expressly
survive the expiration or termination of this Agreement). Buyer shall in no event be obligated to
provide Seller with any information regarding its negotiations with respect to the Buyer’s
Financing (including the Assumption); provided, however, that Buyer acknowledges and agrees that it
shall cause Wally Reid of Holiday Fenoglio Fowler, L.P. to provide at least weekly status updates
to Seller as to the status of Buyer’s negotiations with respect to the Assumption (but not with
respect to the proposed monetary terms of the Assumption); and provided further, however, that
Buyer shall provide Seller a copy of the Commitment (which may be redacted by Buyer to delete
monetary terms and any terms proprietary to the Buyer) when executed. Buyer shall in all events be
able to disclose to Lender and other prospective lenders: (i) all information received by Buyer
from Seller in connection with this Agreement (which shall in no event be deemed to violate the
terms of Section 24 hereof), (ii) any other information relating to the Property that is
approved in advance by Seller, which approval shall not be unreasonably withheld and the disclosure
of which, upon receipt of such approval, shall be deemed to not violate Section 24 hereof
(collectively, the “Seller Information”), and (iii) all information requested by Lender which
relates to Buyer and not to the Property. In no event shall any such disclosures of Seller
Information, nor any other negotiations of Buyer and Lender with respect to the Buyer’s Financing,
including the Assumption, be deemed to affect or interfere with the Existing Loan, or any rights of
Seller with respect thereto, and Buyer shall have no liability to Seller with respect to such
negotiations or disclosures of the Seller Information only.



Buyer may communicate with the holder of the Mezzanine Loan (the “Mezzanine Lender”) in
accordance with the terms of this paragraph, including about a possible assumption of the Mezzanine
Loan. In the event Seller reasonably determines that the Mezzanine Loan may be able to be assumed
by Buyer and Seller provides all loan documents related to the Mezzanine Loan to Buyer under
Section 4.1.10 below, Seller and Buyer agree to cooperate with each other diligently,
promptly, and in good faith, at Buyer’s sole cost and expense, including legal fees and costs of
the Mezzanine Lender (except with respect to Seller’s legal fees) in seeking to obtain the
assumption of the Mezzanine Loan (the “Mezzanine Assumption”). In connection with such approval,
both parties will supply the information reasonably requested by the Mezzanine Lender with respect
to such approval. Buyer shall in no event negotiate with Mezzanine Lender for the purchase of the
Mezzanine Loan, and Buyer acknowledges and agrees that it shall communicate and negotiate with the
Mezzanine Lender, in good faith, only regarding the assumption (and such modifications related
thereto) of the Mezzanine Loan. Buyer’s and Mezzanine Lender’s agreement on the terms and
conditions of the Mezzanine Assumption shall not be a condition precedent to the Closing hereof,
and Buyer shall not have the right to terminate this Agreement for any failure for any reason to
assume the Mezzanine Loan. Buyer shall in no event be obligated to provide Seller with any
information regarding its negotiations with respect to the Mezzanine Assumption; provided, however,
that Buyer acknowledges and agrees that it shall cause Wally Reid of Holiday Fenoglio Fowler, L.P.
to provide at least weekly status updates to Seller as to the status of Buyer’s negotiations with
respect thereto (but not with respect to the proposed monetary terms of the Mezzanine Assumption).
Buyer shall in all events be able to disclose to Mezzanine Lender the Seller Information, and in no
event shall any disclosures of Seller Information, nor any other negotiations of Buyer and
Mezzanine Lender with respect to the Mezzanine Assumption, be deemed to affect or interfere with
the Mezzanine Loan, or any rights of Seller with respect thereto, and Buyer shall have no liability
to Seller with respect to disclosures of the Seller Information.



In the event this Agreement is terminated or deemed terminated for any reason, within three
(3) business days thereafter, Buyer shall provide and cause Wally Reid of Holiday Fenoglio Fowler,
L.P. to provide to Seller the following information regarding its negotiations with respect to the
Assumption and the Mezzanine Assumption, to-wit: specific details as to the negotiations and the
proposed terms of the Assumption and Mezzanine Assumption. The obligations of Buyer described in
this subparagraph shall survive any termination of this Agreement.



2.4 Deposit of the Balance of the Purchase Price at Closing. Subject to and in
accordance with Section 7 below, Buyer shall deposit into Escrow the balance of the
Purchase Price (subject to adjustments and prorations as set forth herein) by wire transfer payable
to Escrow Holder.



3. Title. Within the period set forth in this Section 3, Buyer shall review and
approve: (i) a current preliminary title report or title commitment (the “Title Report”) for the
issuance of a standard coverage owner’s policy of title insurance, with standard provisions and
exceptions (the “Title Policy”) issued by Escrow Holder (sometimes referred to herein as the “Title
Company”), together with copies of all documents constituting exceptions to the title as reflected
in the Title Report (collectively referred to hereinafter as the “Title Documents”); and (ii) an
existing survey of the Real Property dated no later than June of 2006 (the “Survey”). Seller
agrees that Buyer may obtain an update of the Survey at Buyer’s sole cost and expense, and Buyer
may require the deletion of certain standard printed exceptions to and/or the obtaining of certain
endorsements to, the Title Policy, at Buyer’s sole cost and expense. The Title Report, Title
Documents, and Survey (if any), have been delivered to Buyer or shall be delivered to Buyer within
three (3) business days of the Effective Date. If the Title Documents or Survey (or any subsequent
revisions or updates thereto prior to the end of the Inspection Period) reflect or disclose any
defect, exception or other matter affecting the Property that is unacceptable to Buyer, Buyer shall
provide written notice to Seller thereof (whether one or more, “Buyer’s Objections”) within ten
(10) days following the date Buyer receives the Title Documents and Survey (or the applicable
revision or update thereto prior to the end of the Inspection Period), if any. In its sole
discretion, upon written notice to Buyer (the “Reply Notice”) given within five (5) business days
of receipt of the Buyer’s Objections, Seller may elect to cure or remove Buyer’s Objections, and,
if Seller elects to cure or remove any Buyer’s Objections, it shall be a condition precedent to
Buyer’s obligation to acquire the Property that Seller cures such Buyer’s Objections prior to
Closing. Seller shall be deemed to have elected not to cure or remove any Buyer’s Objection that
Seller does not agree to remove in such Reply Notice, in which case Buyer shall be entitled, as
Buyer’s sole and exclusive remedy, either to: (i) terminate this Agreement and obtain a refund of
the Deposit by providing written notice of termination to Seller given within two (2) business days
of receipt of the Reply Notice (or if no Reply Notice is given, then two (2) business days after
the last date the Reply Notice could have been given), and Buyer shall thereafter promptly return
the Due Diligence Items (as hereinafter defined) to Seller; or (ii) waive those Buyer’s Objections
that Seller has elected not to cure and proceed to close this transaction as otherwise contemplated
herein. If Buyer fails to terminate this Agreement within such time period, all matters described
in the Title Report and the Title Documents and shown on the Survey except for any Buyer’s
Objections that Seller has agreed in writing to cure, shall be deemed “Permitted Exceptions”;
provided that the foregoing shall not in any way restrict Buyer’s ability to attempt to otherwise
have same cured or otherwise removed from the Title Policy. Cure of Buyer’s Objection(s) may be
accomplished, at the election of Buyer, by removal of the same from the Title Policy or by
including an endorsement to the Title Policy insuring against loss by reason of the Buyer’s
Objection(s). Notwithstanding anything to the contrary in this Agreement, Seller shall have no
obligation to cure any of Buyer’s Objections. Notwithstanding any other provision hereof, notices
under this Section 3 may be given by facsimile (with confirmation of receipt) or email.
Notwithstanding the foregoing or anything herein to the contrary, if, following the end of the
Inspection Period, any subsequent revision or update to the Survey or Title Report reflects or
discloses any material defect, exception or other matter affecting the Property that: (i) was
caused by Seller but was not on the Survey or Title Report last issued prior to the end of the
Inspection Period, or (ii) was not approved or caused by Buyer (the “New Exceptions”), then Buyer
will have an additional three (3) business days after receiving the revised Title Report and/or
updated Survey in which to make written objections to any New Exceptions (whether one or more,
“Buyer’s New Objections ”). Seller will have five (5) business days after receipt of Buyer’s New
Objections in which to cure or remove Buyer’s New Objections (the “Cure Period”) to the reasonable
satisfaction of Buyer. In the event that Seller is unwilling or unable to do so, Buyer will have
the right to (i) terminate this Agreement by providing written notice of termination to Seller on
the earlier to occur of one (1) business day after expiration of the Cure Period or Closing, and
obtain a refund of the Deposit and Buyer shall thereafter promptly return the Due Diligence Items
(as hereinafter defined) to Seller, or (ii) waive those Buyer’s New Objections that Seller has
elected not to cure and proceed to close this transaction as otherwise contemplated herein. The
Closing Date will be extended, if necessary, to accommodate the additional objection and cure
periods. Heritage Title Company of Austin, Inc. (“Heritage”) will conduct the examination of title
and issue the Title Report on Chicago Title Insurance Company. The parties agree to cause Escrow
Holder to pay Heritage 50% of the gross premium for the Title Policy issued by Chicago Title
Insurance Company at Closing, including any and all endorsements. Nothing herein, however, shall
be deemed to make Heritage a third party beneficiary of this Agreement.



4. Due Diligence Items.



4.1. Seller shall deliver to Buyer (or in the case of Section 4.1.11 cause the Escrow
Holder to order) no later than two (2) business days following the Effective Date hereof, to the
extent the same exist and are in the possession or custody of Seller or its Property manager or its
building engineer, the following items (collectively, and together with the items described in
Section 4.2 below, the “Due Diligence Items”):



4.1.1. Copies of the Contracts and Permits (including, without limitation, copies of all
certificates of occupancy issued with respect to the Property);



4.1.2. Copies of any management or leasing agreements affecting the Property;



4.1.3. Copies of the real estate and personal property tax statements covering the Property or
any portion thereof for the three (3) years prior to the current year and, if available, for the
current year;



4.1.4. A schedule and all information (not otherwise privileged and confidential and
reasonably requested by Buyer) related to all current or pending litigation (or any threat thereof
of which Seller has received notice) with respect to the Property or any portion thereof, if any;



4.1.5. Operating statements (detailing income and expenses) for the year in which the
Effective Date shall occur and the three (3) full calendar years prior thereto and a summary of
capital expenditures during such time period, and monthly operating statements for the calendar
year to date, together with a year-to-date financial statement;



4.1.6. A current accounts receivable schedule, with respect to the Property, dated within ten
(10) days of the Effective Date;



4.1.7. An inventory of the Tangible Personal Property and Intangible Personal Property;



4.1.8. Copies of the Leases, any notices of alleged defaults of Seller thereunder delivered
within the last 12 months, and a rent roll for the Property dated within ten (10) days of the
Effective Date, (“Rent Roll”), substantially in the form attached as Exhibit I attached
hereto and made a part hereof (provided that Seller makes no representation or warranty with
respect to the accuracy of the attached form, which is provided only as an example of the items to
be contained in the actual Rent Roll);



4.1.9. Copies of the Loan Documents;



4.1.10. In the event Seller reasonably determines that the Mezzanine Loan may be able to be
assumed by Buyer, any and all loan documents related to the Mezzanine Loan;



4.1.11. Current searches, at Seller’s sole cost and expense, of all Uniform Commercial Code
financing statements filed with the Secretary of State of the state where the Real Property is
located, the Secretary of State of the state of Seller’s formation, and the County Clerk(s) of all
counties where any portion of the Real Property is located, reflecting all effective financing
statements then of record relating to the Property or any part thereof and Seller; and



4.1.12. Copies, if any, of notices received from any governmental authority of the violation
of any Legal Requirements (as defined below) regulating the condition or use of the Property.



Buyer acknowledges that such information (and any other information being provided by Seller to
Buyer in connection with this Agreement) is being provided by Seller without representation or
warranty of any kind whatsoever regarding the truth, accuracy or completeness of such information,
except for Seller’s representation and warranty to Buyer contained in Section 8.1 with
respect to the completeness of the information.



4.2. To the extent in existence and in the possession or custody of Seller or its Property
manager or its building engineer, Seller shall make the following available for inspection by Buyer
during ordinary business hours at Seller’s management office in Austin, Texas:



4.2.1. Any and all site plans; as-built plans with respect to all improvements on the Real
Property; drawings; engineering and technical reports (including mechanical, plumbing, electrical
and structural) and/or audits; environmental, soils and similar reports and/or audits; and plans
and specifications relative to the Property;



4.2.2. Any and all Tenant files, books and records relating to the ownership and operation of
the Property, and any other documents relating to the Existing Loan (and, if Seller has delivered
documents related thereto as contemplated by Section 4.1 above, the Mezzanine Loan); and



4.2.3. All records and files relating to the management, leasing, maintenance and operation of
the Property, including, without limitation, maintenance work orders for the period commencing
January, 2008 to the Effective Date (in spreadsheet form, with on-site backup information
available), warranties (if any), all insurance policies, security contracts, ACM O&M manuals, if
any, tenant files (including correspondence), property tax bills and calculations used to prepare
statements of rental increases under the Leases and statements of common area charges, insurance,
property taxes and other charges which are paid by tenants of the Real Property, to the extent not
otherwise required to be delivered to Buyer hereunder.



Buyer acknowledges that such information (and any other information being made available by Seller
to Buyer in connection with this Agreement) is being made available by Seller for Buyer’s
inspection without representation or warranty of any kind whatsoever regarding the truth, accuracy
or completeness of such information, except for Seller’s representation and warranty to Buyer
contained in Section 8.1 with respect to the completeness of the information.



5. Inspections.



5.1. Buyer shall have a temporary non-exclusive license to enter and conduct non-invasive
feasibility, environmental and physical studies collectively of the Property that Buyer may deem
necessary or advisable (collectively, the “Inspections”) during the Inspection Period, on the terms
set forth in this Section 5. Notwithstanding the foregoing, Buyer shall not conduct
invasive testing of any kind (including, without limitation, “Phase II” environmental testing)
without Seller’s prior written consent, which consent (or denial thereof) shall not be unreasonably
delayed by Seller but may be withheld in Seller’s sole and absolute discretion. Buyer must arrange
all Inspections with Seller at least one (1) business day in advance of any Inspections, and
Buyer’s right to conduct the Inspections shall be subject to rights of Tenants and to such
conditions as may be reasonably imposed by Seller in order to avoid disruption of the day to day
operations at the Property. Buyer’s right to conduct Inspections shall include the right to
interview Tenants; provided, however, that Seller shall have the opportunity to have its
representative present and that Buyer shall coordinate any such interviews with Seller at least two
(2) business days in advance of same. Notwithstanding anything to the contrary contained in this
Agreement, Buyer shall not contact any governmental official(s) having jurisdiction over the
Property (excluding any Tenants in their capacity as Tenants leasing any portion of the Real
Property who or which are also governmental official[s], it being agreed that any requirements with
respect thereto shall be as set forth with respect to all Tenants herein) without Seller’s prior
written consent, not to be unreasonably withheld; provided, however, that if consented to, Seller
shall have the opportunity to have its representative present and Buyer shall coordinate any such
communications with Seller at least one (1) business day in advance of same.



5.2. Buyer and its agents shall maintain equipment and other materials in an orderly manner
while they are located on the Property and in locations reasonably specified by Seller. Buyer
agrees to remove all debris and trash resulting from the Inspections on a daily basis and to remove
all equipment and other materials used by Buyer or its agents as soon as the activity for which
such equipment and other materials are used is completed. Buyer and its agents shall take such
appropriate measures for the safety of persons and property on the Property related to the
Inspections as are reasonable with respect thereto, and shall comply with all applicable legal
requirements in connection with such inspections. Buyer shall restore any damage to the Property
resulting from the Inspections, including, but not limited to, repair of surface openings resulting
from tests. In the event Buyer terminates this Agreement upon or prior to Closing, then, upon
Seller’s written request, Buyer shall promptly provide to Seller a copy of Buyer’s Reports (as
hereinafter defined). Buyer agrees to promptly discharge any liens that may be imposed against the
Property as a result of the Inspections.



5.3. Buyer shall indemnify, save and hold Seller and Seller’s officers, agents, employees,
directors, trustees, invitees, successors and assigns (collectively “Indemnitees”) harmless against
all losses, costs, expenses, liabilities, claims, litigation, demands, proceedings and damages
(including but not limited to attorney’s fees) suffered or incurred by Seller or any such
Indemnitees arising out of and limited to the Inspections (even if partly attributable to the
actions of the Indemnitees, except to the extent caused by or arising from Seller’s or such
Indemnitees’ gross negligence or willful misconduct), provided that Buyer shall not incur any
liability due to its discovery, without exacerbation, of the condition of any “hazardous
substances” or other circumstances at the Property. Buyer waives any claims against Seller arising
out of the Inspections and Buyer hereby assumes all responsibility for claims against Seller by the
contractors, subcontractors, employees, and agents of Buyer, even if partly attributable to the
actions of the Indemnitees, except to the extent caused by or arising from Seller’s gross
negligence or willful misconduct.



5.4. During the term of this Agreement and at all times during which access is available to
Buyer, Buyer shall maintain, and shall require its subcontractors and agents to maintain, insurance
in form and substance reasonably satisfactory to Seller, with insurance companies reasonably
acceptable to Seller, as follows: Comprehensive General Liability or Commercial General Liability
Insurance, with limits of not less than One Million Dollars ($1,000,000) combined single limit per
occurrence and not less than Two Million Dollars ($2,000,000) on a general aggregate basis, for
bodily injury, death and property damage; and Excess (umbrella) liability insurance with liability
insurance with limits of not less than Five Million Dollars ($5,000,000) per occurrence. Each
policy of insurance required hereunder shall name Seller as an additional insured. Further, each
such policy of insurance shall state that such policy is primary and noncontributing with any
insurance carried by Seller. Such policy shall contain a provision that the naming of the
additional insured shall not negate any right the additional insured would have had as a claimant
under the policy if not so named and shall contain severability of interest and cross-liability
clauses. A certificate, together with any endorsements to the policy required to evidence the
coverage which is to be obtained hereunder, shall be delivered to Seller prior to entry on the
Property. The certificate shall expressly provide that no less than thirty (30) days prior written
notice shall be given Seller in the event of any material alteration to or cancellation of the
coverages evidenced by said certificate, and a renewal certificate for each of the policies
required in this Section shall be delivered to Seller not less than thirty (30) days prior to the
expiration date of the term of such policy; provided, however, that the foregoing requirements
shall not apply to any such coverage which shall extend beyond the Closing or earlier termination
of this Agreement. Any policies required by the provisions of this Section may be made a part of a
blanket policy of insurance with a “per project, per location endorsement” so long as such blanket
policy contains all of the provisions required herein and does not reduce the coverage, impair the
rights of the other party to this Agreement or negate the requirements of this Agreement.



5.5. During the course of its performance of the Inspections, Buyer will acquire knowledge
concerning the Property and Seller, and knowledge of other matters of a sensitive business nature,
and Buyer acknowledges and agrees that all such knowledge shall be subject to Section 24
hereof.



5.6. The obligations of Buyer described in Section 5.3 shall survive the Closing or
any termination of this Agreement for a period of one (1) year.



6. Inspections.



6.1. Buyer shall have until expiration of the period ending on the forty-fifth (45th) day
after the Effective Date (“Inspection Period”) to review and approve or disapprove the Due
Diligence Items, the Inspections and the condition of the Property, and to satisfy itself as to the
Buyer’s Financing. If the Due Diligence Items or the Inspections show any fact, matter or
condition to exist with respect to the Property that is unacceptable to Buyer, in Buyer’s sole
discretion, or if Buyer otherwise elects (for any reason or for no reason at all) not to purchase
the Property, or if Buyer fails to satisfy itself as to the Buyer’s Financing, then Buyer shall be
entitled, to either: (i) terminate this Agreement on or prior to the expiration of the Inspection
Period; or (ii) to waive such facts, matters or conditions (including facts, matters, or conditions
disclosed by Seller in the Inspection Period Certificate) and the Buyer’s Financing and proceed
with the transaction contemplated by this Agreement. If Buyer notifies Seller of such election to
terminate upon or prior to the expiration of the Inspection Period (or if Buyer fails to notify
Seller in writing by the end of the Inspection Period whether Buyer elects to terminate this
Agreement or proceed with the transaction contemplated by this Agreement) then this Agreement shall
be terminated effective as of the date of the expiration of the Inspection Period, and (a) this
Agreement and the Escrow shall thereupon be terminated, (b) Buyer shall not be entitled to purchase
the Property pursuant to this Agreement, (c) Seller shall not be obligated to sell the Property to
Buyer pursuant to this Agreement, (d) Buyer shall return the Due Diligence Items to Seller, (e) the
Deposit shall be refunded to Buyer, and (f) and the parties shall have no further rights or
obligations under this Agreement, except for such rights or obligations which expressly survive the
expiration or termination of this Agreement. If Buyer elects to proceed with the transaction
contemplated by this Agreement upon or prior to the expiration of the Inspection Period, then the
parties shall proceed under this Agreement and the Deposit shall be nonrefundable to Buyer, and
shall be paid to Seller upon Closing or termination of this Agreement without further instructions
by Buyer to Escrow Holder and shall be retained by Seller, except as otherwise expressly provided
herein.



6.2. Notwithstanding anything to the contrary contained in this Agreement, Buyer hereby agrees
that, in the event this Agreement is terminated for any reason, upon Seller’s request, Buyer shall
promptly, and at its sole expense, return to Seller all Due Diligence Items which have been
delivered to Buyer, and, upon Seller’s written request, deliver to Seller copies of all reports,
drawings, plans, studies, summaries, surveys, maps and other data prepared by third parties
relating to the Property, subject to restrictions on Buyer’s ability to make any such materials
available to Seller that are imposed in any agreement with a third party consultant preparing any
such reports or materials (“Buyer’s Reports”); provided, however, that delivery of such copies and
information by Buyer shall be without warranty or representation whatsoever, express or implied,
including, without limitation, any warranty or representation as to ownership, accuracy, adequacy
or completeness thereof or otherwise, and shall be without recourse to Buyer). Buyer shall
cooperate with Seller at no expense to Buyer in order to obtain a waiver of any such restrictions.



6.3. On or prior to the expiration of the Inspection Period, Buyer will designate in a written
notice to Seller which Contracts Buyer will assume. Seller shall, at Seller’s sole cost and
expense (other than that certain contract between Seller and AMPCO System Parking dated for a term
commencing December 1, 2006 without a 30-day termination provision and which, if terminated, shall
be at Buyer’s sole cost and expense), terminate all Contracts (which termination is to be effected
at or prior to Closing), other than any Contracts of which Buyer notifies Seller in writing prior
to the expiration of the Inspection Period that Buyer wants to assume (so long as same can be fully
assigned to Buyer). Taking into account any credits or prorations to be made pursuant to this
Agreement for payments coming due after Closing but accruing prior to Closing, Buyer will assume
the obligations arising from and after the Closing Date under those Contracts which Buyer has
designated will be assumed, to the extent same are assignable to Buyer pursuant to their terms.



6.4. During the Inspection Period, the parties will negotiate in good faith and agree upon the
terms of the Sculpture Agreement described in Section 7.3.6.



6.5. At least three (3) business days prior to the end of the Inspection Period, Seller shall
deliver a certificate advising Buyer of any material changes in Due Diligence Information or other
materials actually known to Seller to have occurred after the Effective Date, any new Contracts
entered into by Seller, any new litigation or threat of litigation or asserted violation issued by
any board, commission, or governmental authority with respect to the Property, or any material
change in any representation or warranty made by Seller (the “Inspection Period Certificate”) since
the beginning of the Inspection Period that was not disclosed in the Due Diligence Items or other
materials delivered by Seller to Buyer. If Buyer does not elect to terminate this Agreement on or
prior to the expiration of the Inspection Period, facts, matters, or conditions disclosed in the
Inspection Period Certificate shall be deemed waived by Buyer.



7. Escrow; Closing; INDEMNIFICATION.



7.1. Instructions. The purchase and sale of the Property shall be consummated through
an escrow (“Escrow”) to be opened with Escrow Holder. This Agreement shall be considered as the
escrow instructions therefor between the parties, with such further instructions as Escrow Holder
may reasonably require in order to clarify its duties and responsibilities. If Escrow Holder shall
reasonably require further escrow instructions, Escrow Holder may prepare such instructions on its
usual form, subject to reasonable approval thereof by Seller and Buyer. Such reasonable further
instructions (as reasonably approved by Seller and Buyer) shall be promptly signed by (or otherwise
commented to by) Buyer and Seller and returned to Escrow Holder within three (3) business days of
receipt thereof. In the event of any conflict between the terms and conditions of this Agreement
and such further instructions, the terms and conditions of this Agreement shall control.
Additionally, each party may provide to Escrow Holder further instructions with respect to such
party’s deliveries (as further set forth below) and/or additional requirements of such party with
respect to Closing.



7.2. Closing. Escrow shall close, and the purchase and sale contemplated hereby shall
occur (the “Closing”)  fifteen (15) days after the end of the Inspection Period; provided, however,
that if the Buyer’s Financing is the Assumption, the Closing shall occur the later of (i) thirty
(30) days after the effective date of the Commitment (which must be dated, if at all, to be
effective no later than the last day of the Inspection Period) or (ii) 15 days after the end of the
Inspection Period (the “Closing Date”). The Closing shall take place through the Escrow on the
Closing Date in the offices of the Escrow Holder, or such other office as is reasonably acceptable
to the parties. Neither party shall be required to attend the Closing in person. Upon the
completion of the Closing, the Escrow Holder shall record the Deed in the appropriate land records
(provided that Escrow Holder has committed to deliver the Title Policy in accordance herewith) to
effect the transfer and conveyance of the Property to Buyer as instructed by Buyer. Upon such
recording and agreement to deliver the Title Policy as described in this Agreement: (a) the
parties shall cause the Escrow Holder to disburse funds to Seller in the amount of the Purchase
Price (subject to the prorations provided for herein and the final, approved Closing Statement
executed by the parties) and (b) the parties shall cause the Escrow Holder to deliver all documents
executed in accordance with this Agreement to the parties in accordance with further written
instructions delivered by the parties in connection therewith. In addition to the deliveries
contemplated below, Seller shall deliver to Buyer on the Closing Date exclusive possession of the
Property, subject only to the Leases or such other rights as are expressly permitted and
contemplated hereby.



7.3. Buyer Required to Deliver. Buyer shall deliver to Escrow, on or before Closing
except as specified in Section 7.3.1, the following (each in form and content reasonably
approved by Buyer and any other party thereto, which form shall [except to the extent already
attached as an Exhibit hereto] be mutually and reasonably agreed upon prior to the expiration of
the Inspection Period):



7.3.1. On or before 1:00 p.m. Central Standard or Daylight Savings Time, as applicable, on the
Closing Date, the Purchase Price, subject to the closing adjustments, credits and prorations as
shown on the approved settlement statement; provided, however, that, notwithstanding anything to
the contrary in this Agreement, if Buyer fails to make such delivery by 1:00 p.m. Central Standard
or Daylight Savings Time, as applicable, but nevertheless makes such delivery on the Closing Date,
prorations shall be recalculated in accordance with Section 7.7 below and for purposes of
prorations, the Closing Date shall be deemed the next business day;



7.3.2. Two (2) original counterparts executed by Buyer of an assignment and assumption
agreement in substantially the form attached hereto as Exhibit B, whereby Seller assigns
and conveys to Buyer all of Seller’s right, title and interest in, and Buyer assumes all of
Seller’s obligations under, the Leases, the Contracts being assumed and the Permits (the
“Assignment and Assumption Agreement”);



7.3.3. Two (2) original counterparts executed by Buyer of the Buyer’s Closing Statement as
approved by Buyer;



7.3.4. If applicable, three (3) original counterparts executed and acknowledged by Buyer of an
assumption agreement in form and content reasonably acceptable to Buyer pursuant to which Buyer
assumes the Existing Loan [as it may be modified] and Seller and all guarantors are prospectively
released from liability under the Existing Loan (the “Loan Assumption Agreement”);



7.3.5. A letter from Buyer and Seller (in form and content reasonably approved by each)
addressed to each Tenant, to be delivered by Buyer promptly after Closing, informing such Tenant of
the change in ownership, stating the exact amount of the Tenant’s security deposit, and
acknowledging that Buyer has received and is responsible for the Tenant’s security deposit, and
directing that future rent payments be made as instructed by Buyer (the “Tenant Notice”);



7.3.6. Three original counterparts of an agreement executed and acknowledged by Buyer (in form
and content reasonably approved by Buyer during the Inspection Period) in counterpart, running with
the land and binding Buyer, Seller, and their successors and assigns, which agreement shall
document: (i) intentionally omitted; (ii) the fact that title to the Sculpture remains in Seller;
(iii) permitting the Sculpture to remain in place in the courtyard of the building located on the
Real Property for up to five (5) years from the Closing Date; (iv) providing for Seller’s
obligation to insure and maintain the Sculpture as reasonably required by Buyer (or, if Seller
fails to do so, at Buyer’s election, Buyer may insure and maintain the Sculpture, and receive
reimbursement from Seller of Buyer’s actual out-of-pocket reasonable costs of doing so); (v)
permitting Seller to remove the Sculpture at any time upon at least thirty (30) days’ written
notice to Buyer; (vi) requiring Seller to remove the Sculpture at the end of such 5-year period;
and (vii) requiring Seller to restore the surface of the courtyard in a commercially reasonable
manner within ten (10) days of Seller’s removal of the Sculpture (or, if such restoration cannot
reasonably be completed within such 10-day period, within such time as is reasonable under the
circumstances), provided, however, that Seller shall not be required to remove the footing or
pediment upon which the Sculpture is placed, and to repair any damage caused in connection
therewith, such removal, restoration and/or repair to be at Seller’s cost and expense (the
“Sculpture Agreement”);



7.3.7. Such other documents as Title Company or Seller may reasonably require from Buyer in
order to issue the Title Policy and to close this transaction; and



7.3.8. Evidence of the existence, organization and authority of Buyer and of the authority of
the persons executing documents on behalf of Buyer reasonably satisfactory to Seller, the Escrow
Holder and the underwriter for the Title Policy.



7.4. Seller Required to Deliver. On or before Closing, Seller shall deliver to Escrow
(unless otherwise noted) the following (each of which shall be in form and content reasonably
acceptable to Buyer), at Seller’s sole cost and expense:



7.4.1. A duly executed and acknowledged special warranty deed, conveying fee simple title to
the Property to Buyer (the “Deed”) in the form attached hereto as Exhibit D;



7.4.2. An executed certificate of non-foreign status in form and content reasonably acceptable
to Buyer and Escrow Agent;



7.4.3. A bill of sale of the Personal Property, if any, without warranty, in favor of Buyer
and duly executed by Seller, in substantially the form attached hereto as Exhibit C;



7.4.4. Subject to Section 10.1.1, a certificate of Seller stating that the
representations and warranties of Seller set forth herein, as updated by any Inspection Period
Certificate, are true and correct in all material respects as of the date of Closing in the form
attached hereto as Exhibit J;



7.4.5. Two (2) original counterparts executed by Seller of the Assignment and Assumption
Agreement;



7.4.6. Two (2) original counterparts executed by Seller of the Seller’s Closing Statement as
approved by Seller;



7.4.7. Each Tenant Notice;



7.4.8. Three original counterparts executed and acknowledged by Seller of the Sculpture
Agreement;



7.4.9. a rent roll for the Property as of ten (10) days immediately prior to the
then-scheduled date of Closing, and otherwise as further set forth in Section 4.1.8 hereof
and subject to the unnumbered paragraph following Section 4.1.12;



7.4.10. current searches of all Uniform Commercial Code financing statements filed with the
Secretary of State of the state where the Real Property is located, the Secretary of State of the
state of Seller’s formation, and the County Clerk(s) of all counties where any portion of the Real
Property is located, reflecting all effective financing statements then of record relating to the
Property or any part thereof and Seller;



7.4.11. an updated accounts receivable schedule, with respect to the Property, dated within
five (5) days of Closing and subject to the unnumbered paragraph following Section 4.1.12
hereof;



7.4.12. All keys to all buildings and other improvements located on the Property, combinations
to any safes thereon, and security devices therein in the possession or custody of Seller or
Seller’s Property manager (and Seller shall keep no copies thereof);



7.4.13. Seller shall leave at the Property all records and files relating to the management or
operation of the Property, including, without limitation, all insurance policies, security
contracts, tenant files (including correspondence), property tax bills and calculations used to
prepare statements of rental increases under the Leases and statements of common area charges,
insurance, property taxes and other charges which are paid by tenants of the Real Property;



7.4.14. If applicable, three (3) original counterparts executed by Seller of the Loan
Assumption Agreement;



7.4.15. Evidence of the existence, organization and authority of Seller and of the authority
of the persons executing documents pursuant hereto or as contemplated hereby on behalf of Seller,
such evidence to be in form reasonably satisfactory to Buyer, the Escrow Holder and the underwriter
for the Title Policy; and



7.4.16. Such other documents as Title Company or Buyer may reasonably require from Seller in
order to issue the Title Policy and to close this transaction.



7.4.17. Seller shall deliver possession of the Property to Purchaser at the Closing.



	 	 	 	 	 	 	 
	7.5.	 	Buyer’s Costs. Buyer shall pay the following:
	 	 	 
	
 
	 	 	7.5.1.	 	 	One half (1/2) of Escrow Holder’s fees, costs and expenses;






7.5.2. The costs of recording the Deed and one-half (1/2) of transfer taxes, if any;



7.5.3. The additional premium for extended coverage title insurance and any endorsements to
the Title Policy, if desired by Buyer;



7.5.4. If applicable, the Loan Assumption Related Fees; and



7.5.5. All other costs not itemized above which are customarily borne by buyers of real
property in the county in which the Property is situated.



	 	 	 	 	 	 	 
	 	7.6.	 	 	Seller’s Costs. Seller shall pay the following:
	 	 	 	 	 
	 	 	 	 	7.6.1.

7.6.2.

7.6.3.
	 	One half (1/2) of Escrow Holder’s fees, costs and expenses;

The premium for a standard Owner’s Title Policy;

One-half (l/2) of transfer taxes, if any; and







7.6.4. All other costs not itemized above which are customarily borne by sellers of real
property in the county in which the Property is situated.



7.7. Prorations.



7.7.1. Items to be Prorated. The following shall be prorated between Seller and Buyer
as of the Closing Date with Seller being deemed the owner of the Property as of the Closing Date:



7.7.1.1. Taxes and Assessments. All non-delinquent real property taxes, assessments
and other governmental impositions of any kind or nature, including, without limitation, any
special assessments or similar charges (collectively, “Taxes”), which relate to the Property for
the tax year within which the Closing occurs based upon the actual number of days in the tax year.
With respect to any portion of the Taxes which are payable by any Tenant directly to the
authorities, no proration or adjustment shall be made. The proration for Taxes shall be based upon
the most recently issued tax bill for the Property, and shall be calculated based upon the full
non-delinquent amount thereof. If the Closing occurs in calendar year 2009, the prorations for
Taxes which are made at Closing shall be final and not subject to reproration after Closing. Upon
Closing, Buyer shall be responsible for Taxes payable for the calendar year in which Closing occurs
and periods accruing from and after the Closing. In no event shall Seller be charged with or be
responsible for any increase in Taxes resulting from the sale of the Property or from any
improvements made or leases entered into after the Closing. In no event shall Seller, upon or
following the Closing, institute any proceeding or proceedings for the reduction of the assessed
valuation of the Property. All net tax refunds and credits which are attributable to any period
prior to the Closing which Seller has paid or for which Seller has given a credit to Buyer shall
belong to and be the property of Seller; provided, however, that any such refunds and credits that
are the property of Tenants under Leases shall be promptly remitted by Seller directly to such
Tenants or to Buyer for the credit of such Tenants. All tax refunds and credits attributable to
any period subsequent to the Closing shall belong to and be the property of Buyer.



7.7.1.2. Rents. Buyer will receive a credit at the Closing for all rents collected by
Seller prior to the Closing and allocable to the period from and after the Closing based upon the
actual number of days in the month. No credit shall be given Seller at Closing for accrued and
unpaid rent or any other non-current sums due from Tenants until these sums are paid, and Seller
shall not sue any Tenant (including any suit to evict same), or terminate any Leases without
Buyer’s prior written approval thereof from and after the expiration of the Inspection Period,
which approval shall not be unreasonably withheld. Buyer shall cooperate with Seller after the
Closing to collect any rent under the Leases which has accrued as of the Closing and which has not
theretofore been paid or otherwise credited to Seller; provided, however, Buyer shall not be
obligated to sue any Tenants or exercise any legal remedies under the Leases or to incur any
expense over and above its own regular collection procedures or expenses. All payments collected
from Tenants after the Closing shall first be applied to the month in which the Closing occurs,
then to any rent due to Buyer for the period after Closing and finally to any rent due to Seller
for the period prior to Closing; payments collected by either party after Closing shall be paid
over to the party entitled thereto under this Section 7.7.1.2 within five (5) business days
after receipt thereof (which obligation shall survive the Closing).



7.7.1.3. CAM Expenses. To the extent that Tenants are reimbursing Seller as landlord
under the Leases for common area maintenance and other operating expenses (collectively, “CAM
Charges”), CAM Charges shall be prorated at Closing and, as provided below, again subsequent to
Closing. Prorations shall be made as of the date of Closing on a lease-by-lease basis with each
party being entitled to receive a portion of the CAM Charges payable under each Lease for the CAM
Lease Year (as hereinafter defined) in which Closing occurs, which portion shall be equal to the
actual CAM Charges incurred during the party’s respective periods of ownership of the Property
during the CAM Lease Year. As used herein, the term “CAM Lease Year” means the twelve (12) month
period as to which annual CAM Charges are owed under each Lease. Five (5) business days prior to
Closing, Seller shall submit to Buyer an itemization of its actual CAM Charges through such date
and the amount of CAM Charges received by Seller as of such date, together with an estimate of CAM
Charges to be incurred through the Closing Date. In the event that Seller has received CAM Charges
payments in excess of its actually incurred CAM Charges, Buyer shall be entitled to receive a
credit against the Purchase Price for the excess (or, if same is determined after Closing, Seller
shall pay such amounts to Buyer, which obligation shall survive Closing). In the event that Seller
has received CAM Charges payments less than its actual CAM Charges operating expenses, to the
extent that the Leases provide for a “true up” at the end of the CAM Lease Year, Seller shall be
entitled to receive any deficit, but only after Buyer has received any true up payment from the
Tenant. Upon receipt by either party of any CAM Charges true up payment from a Tenant, the party
receiving the same shall provide to the other party its allocable share of the “true up” payment
within five (5) business days of the receipt thereof.



7.7.1.4. Operating Expenses. All operating expenses, including all charges under the
Contracts which are assumed by Buyer, but excluding all charges under Contracts which are not
assumed by Buyer at Closing and further excluding CAM Charges, shall be prorated, and as to each
service provider, operating expenses payable or paid to such service provider in respect to the
billing period of such service provider in which the Closing occurs (the “Current Billing Period”),
shall be prorated on a per diem basis based upon the number of days in the Current Billing Period
prior to the Closing and the number of days in the Current Billing Period from and after the
Closing, and assuming that all charges are incurred uniformly during the Current Billing Period.
If actual bills for the Current Billing Period are unavailable as of the Closing, then such
proration shall be made on an estimated basis based upon the most recently issued bills, subject to
readjustment upon receipt of actual bills (which obligation will survive Closing).



7.7.1.5. Security Deposits; Prepaid Rents. Prepaid rentals and other tenant charges
and security deposits (including any portion thereof which may be designated as prepaid rent) under
Leases, if and to the extent that such deposits are in Seller’s actual possession or control
(including, without limitation, the possession or control of Seller’s property management company)
and have not been otherwise properly applied by Seller to any obligations of any Tenants under the
Leases, shall be credited against the Purchase Price, and upon the Closing, Buyer shall assume full
responsibility for all security deposits so credited and to be refunded to the Tenants under the
Leases, in the approximate amount, as of the Effective Date, of $507,061.97. In the event that any
security deposits are in the form of letters of credit or other financial instruments (the
“Non-Cash Security Deposits”), after the Closing, Seller will have Buyer named as beneficiary under
the Non-Cash Security Deposits or otherwise cause Buyer to be the beneficiary thereof, at Buyer’s
sole cost and expense, and so long as Buyer is and becomes the beneficiary thereof, Buyer will not
receive a credit against the Purchase Price for the Non-Cash Security Deposits.



7.7.1.6. Leasing Costs. Seller shall receive a credit at the Closing for Seller’s
pro-rata share (as determined below) of all leasing costs, including, without limitation, tenant
improvement costs and allowance and leasing commissions previously paid by Seller in connection
with any Lease and/or any renewal, expansion and/or other modification of an existing Lease which
was entered into after the Effective Date and which is approved or deemed approved by Buyer
pursuant to this Agreement, which approval included approval of the tenant improvement costs, along
with reasonable attorney’s fees incurred by Seller in negotiating the same (each a “New Lease”).
Seller’s pro-rata share shall be equal to a fraction which has as its numerator the number of
months left in the base term of the New Lease after the Closing and which has as its denominator
the number of months in the base term of the New Lease. With respect to tenant improvement
allowances and leasing commissions due and payable prior to Closing in connection with the current
term of Leases in effect as of the Effective Date and with respect to the Recent Leases, Seller
shall either pay such costs on or prior to Closing or give Buyer a credit at Closing, and Buyer
shall be deemed to have assumed all Lease obligations for which Buyer receives a credit at Closing.
Buyer shall not receive a credit for any unexpired rent concessions under the Leases, the Recent
Leases or New Leases. As used herein, the term “Recent Leases” shall mean the following: lease
amendments with: (a) Blazier, Christensen, Bigelow & Virr, P.C., (b) Hull Henricks & MacRae
L.L.P., (c) RGM Advisors, LLC, and (d) Wong, Cabello, Lutsch, Rutherford & Brucculeri, LLP.



7.7.1.7. Percentage Rent. Any percentage rents due or paid under any of the Leases
(“Percentage Rent”) during the Lease Year in which the Closing occurs shall be prorated between
Buyer and Seller outside of Closing as of the Closing on a Lease-by-Lease basis, as follows; (a)
Seller shall be entitled to receive the portion of the Percentage Rent paid under each Lease for
the Lease Year in which Closing occurs, which portion shall be the ratio of the number of days of
said Lease Year in which Seller was Landlord under the Lease to the total number of days in the
Lease Year, and (b) Buyer shall receive the balance of Percentage Rent paid under each Lease for
the Lease Year. As used herein, the term “Lease Year” means the twelve (12) month period as to
which annual Percentage Rent is owed under each Lease. Upon receipt by either Buyer or Seller of
any gross sales reports (“Gross Sales Reports”) and any full or partial payment of Percentage Rent
from any tenant of the Property which relates to the Lease Year in which the Closing occurs, the
party receiving the same shall provide to the other party a copy of the Gross Sales Report and a
check for the other party’s prorata share of the Percentage Rent within five (5) days of the
receipt thereof. In the event that the Tenant only remits a partial payment, then the amount to be
remitted to the other party shall be its prorata share of the partial payment. Nothing contained
herein shall be deemed or construed to require either Buyer to Seller to pay to the other party its
prorata share of the Percentage Rent prior to receiving the Percentage Rent from the Tenant, and
the acceptance or negotiation of any check for Percentage Rent by either party shall not be deemed
a waiver of that party’s right to contest the accuracy or amount of the Percentage Rent paid by the
Tenant.



7.7.1.8. Interest. Interest due in the month of Closing on the Existing Loan shall be
ratably prorated.



7.7.1.9. Reserves. Seller shall receive a credit from Buyer at Closing in the amount
of existing tenant improvement, lease commission, free rent, capital improvement, insurance,
property tax and any other impounds, deposits, loan subfacilities and reserves held by Lender
under the Existing Loan. Seller may draw upon any such reserves prior to Closing in the ordinary
course to pay unpaid tenant improvement allowances, commissions and other leasing costs including
attorneys’ fees incurred by Seller in negotiating Leases, and the balance in such accounts shall be
assigned to Buyer at Closing.



7.7.2. Calculation; Reproration. Prior to Closing the Seller and Escrow Holder shall
jointly prepare an estimated closing statement which shall set forth the costs payable under
Sections 7.5 and 7.6 and the prorations and credits provided for in Section
7.7.1 and elsewhere in this Agreement, which shall be subject to Buyer’s prior written
reasonable approval. Any item which cannot be finally prorated because of the unavailability of
information shall be tentatively prorated on the basis of the best data then available and adjusted
when the information is available in accordance with this subsection; provided, however, that if
the Closing occurs in calendar year 2009, there shall be no reproration for Taxes. The estimated
closing statement as adjusted as aforesaid and approved in writing by the parties shall be referred
to herein as the “Closing Statement.” If the prorations and credits made under the Closing
Statement shall prove to be incorrect or incomplete for any reason, then either party shall be
entitled to an adjustment to correct the same; provided, however, that if the Closing occurs in
calendar year 2009, there shall be no reproration for taxes and assessments; and further provided
that any adjustment shall be made, if at all, within sixty (60) days after the Closing (except with
respect to CAM Charges, in which case such adjustment shall be made within thirty (30) days after
the information necessary to perform such adjustment is available, but in any event within one [1]
year after the Closing), and if a party fails to request an adjustment to the Closing Statement by
a written notice delivered to the other party within the applicable period set forth above (such
notice to specify in reasonable detail the items within the Closing Statement that such party
desires to adjust and the reasons for such adjustment), then the prorations and credits set forth
in the Closing Statement shall be binding and conclusive against such party.



7.7.3. Items Not Prorated. Seller and Buyer agree that (i) on the Closing, the
Property will not be subject to any financing arranged by Seller other than the Existing Loan; (ii)
none of the insurance policies relating to the Property will be assigned to Buyer, and Buyer shall
responsible for arranging for its own insurance effective immediately after the Closing Date; and
(iii) utilities, including telephone, electricity, water and gas, shall be read on the Closing
Date, and Buyer shall be responsible for all the necessary actions needed to arrange for utilities
to be transferred to the name of Buyer immediately after the Closing Date, including the posting of
any required deposits, and Seller shall be entitled to recover and retain from the providers of
such utilities any refunds or overpayments to the extent applicable to the period prior to the
Closing, and any utility deposits which it or its predecessors may have posted. Accordingly, there
will be no prorations for debt service, insurance or utilities. In the event a meter reading is
unavailable for any particular utility, such utility shall be prorated in the manner provided in
Section 7.7.2 above.



7.7.4. Buyer and Seller shall each indemnify, protect, defend and hold the other harmless from
and against any claim in any way arising from the matters for which the other receives a credit or
otherwise assumes responsibility pursuant to this Section.



7.7.5. Survival. This Section 7.7 shall survive the Closing.



7.8 INDEMNIFICATIONS.




7.8.1. Except as otherwise expressly contemplated by this Agreement, or any documents
executed by Buyer and Seller at Closing (including, without limitation, in connection with
any representations or warranties of Buyer set forth therein or the breach thereof), Seller
shall indemnify, defend and hold harmless Buyer (and its partners, members, shareholders,
officers, directors, agents, employees and representatives, together with any partner,
member or shareholder of the foregoing) of, from and against all costs and liabilities
related to the Excluded Liabilities (as defined below) and from all reasonable attorneys’
fees expended by Buyer or any other such indemnified person or party in connection
therewith, except to the extent such Excluded Liabilities are partly attributable to
negligent acts or omissions of Buyer, its partners, members, shareholders, officers,
directors, agents, contractors, employees and representatives from and after the Closing.
Except as otherwise expressly contemplated by this Agreement, or any documents executed by
Buyer and Seller at Closing (including, without limitation, in connection with any
representations or warranties of Seller set forth therein or the breach thereof), Buyer
shall indemnify, defend and hold harmless Seller (and its partners, members, shareholders,
officers, directors, agents, employees and representatives, together with any partner,
member or shareholder of the foregoing) of, from and against all costs and liabilities
related to the Assumed Liabilities (as defined below) and from all reasonable attorneys’
fees expended by Seller or any other such indemnified person or party in connection
therewith, except to the extent such Assumed Liabilities are partly attributable to
negligent acts or omissions of Seller, its partners, members, shareholders, officers,
directors, agents, contractors, employees and representatives prior to the Closing.




7.8.2 As additional consideration for Buyer’s purchasing the Property and paying the
Purchase Price to Seller, Seller hereby agrees that the Assumed Liabilities shall not
include any Liabilities arising out of or in connection with the following, but that
Seller’s above and foregoing indemnity obligations under Section 7.8.1 shall include
the following (the “Excluded Liabilities”):




(a) any claims made or causes of action alleging a default or breach by Seller which is
alleged to have occurred prior to the Closing Date under any Contracts, agreements or other
writings made or entered into between Seller and any such claimant; or




(b) any tort claims which arise from any accident, injury, death or damage that
occurred during the time that Seller owned fee title to the Property;




(c) any claims made or causes of action brought by any governmental authority with
respect to hazardous materials (as defined below in Section 8.1.7) deposited or
placed in, at, or under the Property by Seller during the time that Seller owned fee title
to the Property;




(d) any claims arising out of the special warranty deed delivered by Seller to Buyer at
Closing;




(e) any claims arising by virtue of any breaches of representations, warranties,
misrepresentations and/or fraud of Seller, subject, however, to the limitations, terms and
conditions set forth in Section 8.2.2 hereof;




(f) Any liability arising by virtue of any violation by Seller, or by Seller’s agents,
servants, or employees, of any law, permit, statute, code, injunction, variance, order,
judgment, license, ordinance, rule, regulation and/or other legal requirements occurring or
accruing prior to Closing (each and collectively, a “Violation”) (provided, however, that
the indemnity set forth herein shall not extend to the effect of any of the foregoing on
Existing Leases or the physical condition of the Property; and provided, further, that the
indemnity set forth herein shall not apply if (i) Buyer had actual knowledge at the time of
Closing of the Violation, (ii) the Violation, or the facts giving rise to the Violation, was
included in the Due Diligence Items or other documents or instruments delivered to Buyer
hereunder and reasonably should have been discovered by Buyer if Buyer had conducted its due
diligence investigation and review of such Due Diligence Items or other documents or
instruments in a manner at least equal to that which a reasonably prudent Buyer would have
conducted in purchasing a property similar to the Property, and/or (iii) Buyer’s indemnity
claim arising from such Violation in the aggregate is less than $50,000.00);




(g) Any and all labor or employment related liabilities, claims, demands, causes of
action, judgments, damages, costs or expenses arising by reason of any acts, omissions or
matters relating to any employees of Seller or any of Seller’s agents occurring or accruing
prior to the Closing.




7.8.3 As a material factor in Seller’s acceptance of the Purchase Price, Buyer hereby
assumes and takes responsibility and liability for all “Assumed Liabilities,” which shall
mean any and all Liabilities (other than Excluded Liabilities) attributable to the Property,
and attributable to events or circumstances arising or accruing during the time that Buyer
owns fee simple title to the Property, including, without limitation, (a) all Liabilities
with respect to the structural, physical, or environmental condition of the Property; (b)
all Liabilities relating to the deposit, placement or release by Buyer, its partners,
members, shareholders, officers, directors, agents, employees and representatives or any
Tenant of any hazardous materials (as defined below in Section 8.1.7) in, at, about
or under the Property, or for, connected with or arising out of any and all claims or causes
of action caused by Buyer , its partners, members, shareholders, officers, directors,
agents, contractors, employees and representatives or any Tenant and based upon CERCLA
(Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C.
§§9601 et seq., as amended by SARA (Superfund Amendment and Reauthorization Act of 1986) and
as may be further amended from time to time), the Resource Conservation and Recovery Act of
1976, 42 U.S.C. §§6901 et seq., or any related claims or causes of action or any other
Federal, State or municipal based statutory or regulatory causes of action for environmental
contamination caused by Buyer, its partners, members, shareholders, officers, directors,
agents, employees and representatives or any Tenant and at, in, about or under the Property;
(c) any tort claims made or brought with respect to the Property or the use or operation
thereof during the time that Buyer owns the Property; and (d) all Liabilities relating to
the condition or status of Buyer’s title to the Property.




7.8.4 For purposes of this Section 7.8, the term “Liabilities” shall mean,
collectively, any and all problems, conditions, losses, costs, damages, claims, liabilities,
expenses, demands or obligations of any kind or nature whatsoever.



7.8.5 The provisions of this Section 7.8 shall survive the Closing.



8. Representations, Warranties, and Covenants.



8.1. Representations of Seller. Seller hereby represents and warrants to Buyer, as of
the Effective Date, as follows:



8.1.1. Each of the entities comprising Seller is a limited partnership duly formed and validly
existing under the laws of the State of Texas. Subject to receipt of the approvals described in
Section 10.2.2, Seller has full power and authority to enter into this Agreement, to
perform this Agreement and to consummate the transactions contemplated hereby. This Agreement is a
legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its
terms, subject to the effect of applicable bankruptcy, insolvency, reorganization, arrangement,
moratorium or other similar laws affecting the rights of creditors generally.



8.1.2. Subject to receipt of the approvals and consents described in Sections 10.2.2,
10.2.3 and 10.2.4, the execution, delivery and performance by Seller of this Agreement,
and all other agreements, instruments and documents referred to or contemplated herein or therein
do not require the consent, waiver, approval, license or authorization of any person or public
authority which has not been obtained and do not and will not contravene or violate (with or
without the giving of notice or the passage of time or both), the organizational documents of
Seller or any judgment, injunction, order, law, rule or regulation applicable to Seller. Seller is
not a party to, or subject to or bound by, any judgment, injunction or decree of any court or
governmental authority or any lease, agreement, instrument or document which materially restricts
or interferes with the performance by Seller of this Agreement.



8.1.3. Seller is not a “foreign person” within the meaning of Section 1445(f) of the Internal
Revenue Code of 1986, as amended (the “Code”), and to Seller’s current, actual knowledge without
duty of inquiry is currently in compliance with, and shall at all times during the term of this
Agreement remain in compliance with, the regulations of the Office of Foreign Asset Control
(“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated
Nationals and Blocked Persons List) and any statute, executive order (including the September 24,
2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit,
Threaten to Commit, or Support Terrorism), or other governmental action relating thereto.



8.1.4. To Seller’s current, actual knowledge Seller has not received any written notice of any
action or proceeding pending or threatened, and Seller has no current actual knowledge of any
pending action or proceeding which Seller reasonably believes is a credible threat: (i) against
Seller which challenges or impairs Seller’s ability to execute or perform its obligations under
this Agreement, or (ii) relating to the Property which would, in the reasonable judgment of Seller,
if determined adversely to Seller, materially adversely affect the Property. Seller has not
committed or obligated itself in any manner whatsoever to sell, lease or encumber the Property or
any interest therein to any other party, except as provided in the Leases with respect to the lease
of space in the improvements or in the Due Diligence Items. No rights of first offer or rights of
first refusal regarding the Real Property exist under the organizational documents of Seller or
under any agreement by which Seller or the Real Property is or may be bound or affected.



8.1.5. To Seller’s current, actual knowledge, Seller has not received (other than as has been
delivered to Buyer), any notices from any insurance companies, governmental agencies or authorities
or from any other parties (1) of any pending or threatened litigation related to the Property which
would, in the reasonable judgment of Seller, if determined adversely to Seller, materially
adversely affect the Property, (2) of any violation of any applicable zoning, building, health,
environmental, traffic, flood control, fire safety, handicap or other law, code, ordinance, rule or
regulation (collectively, the “Legal Requirements”) regulating the condition or use of the
Property, (4) of any pending or threatened condemnation proceeding with respect to the Property, or
(5) of any proceedings which could cause the change, redefinition or other modification of the
zoning classification of the Property. Seller shall promptly notify Buyer of any violations or
conditions of which Seller receives written notice.



8.1.6. To Seller’s current, actual knowledge, Seller has no obligation to any Tenant,
governmental or quasi-governmental entities or any other person or entity which commitment relates
to the Property and would survive Closing and be a binding obligation of the Buyer thereafter, in
each case to pay or contribute property or money or to construct, install or maintain any
improvements on or off the Property (except as may be disclosed in (1) a document of public record
or (2) the information provided by Seller to Buyer prior to the expiration of the Inspection
Period).



8.1.7. Except as disclosed in any environmental, soils and similar reports, notices, and/or
audits provided to or made available to Buyer, to Seller’s current, actual knowledge, the Real
Property has not been the site of any activity that would violate any past or present environmental
law or regulation of any governmental body or agency having jurisdiction over the Real Property.
Specifically, but without limitation, and except as disclosed in any environmental, soils and
similar reports, notices, and/or audits provided to or made available to Buyer, to Seller’s
current, actual knowledge without duty of inquiry: (1) solid waste, petroleum, or petroleum
products have not been handled or stored on the Real Property such that they may have leaked or
spilled onto the Real Property or contaminated the Real Property, (2) there is no on-site
contamination resulting from activities on the Real Property or adjacent tracts, (3) the Real
Property contains no “hazardous materials” (which shall mean any petroleum products, flammables,
explosives, radioactive materials, asbestos, radon, or other hazardous waste, including substances
defined as “hazardous substances”, “hazardous materials”, or “toxic substances” in the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Hazardous
Materials Transportation Act, and the Resources Conversation and Recovery Act, and any other
material or substance whose use, storage, handling or disposal is regulated by any law or
regulation), (4) there are no storage tanks located on the Real Property (either above or below
ground), and (5) the Real Property has not been used as a landfill or site for disposal of garbage
or refuse; provided, however, that Seller hereby discloses to Buyer that portions of the building
located on the Real Property contain, or may contain, certain asbestos containing materials
(“ACM”).



8.1.8. Seller has no knowledge of any fact or condition existing which would result in the
permanent termination or reduction of the current access from the Property to the existing adjacent
roads that provide access to the Property, or of any permanent reduction in or to sewer or other
utility services presently serving the Property.



8.1.9. The documents defined herein as the Loan Documents are all of the material documents
that evidence and/or secure the indebtedness comprising the Existing Loan, and Seller has received
no notice of any uncured breaches or defaults, including non-payment of any sum or nonperformance
of any obligation, exist under or with regard to the Existing Loan.



8.1.10. To Seller’s current, actual knowledge, the list of Contracts which is delivered by
Seller to Buyer pursuant hereto will be correct and complete as of the date of its delivery and
there will be, to Seller’s current actual knowledge, no other contracts, agreements or other
writings which shall (except as may be otherwise set forth in this Agreement or hereafter agreed to
by Buyer in writing) be binding upon Buyer or the Property from and after the Closing.



8.1.11. To Seller’s current, actual knowledge, (i) Seller has delivered all of the Due
Diligence Items and has made available the other information required under Sections 4.1 and
4.2, (ii) such material is being provided by Seller in the form kept by Seller in its normal
course of business and (iii) no such materials shall have been altered by Seller or at its request
in a manner which would be misleading or inaccurate.



In making the foregoing representations and warranties, Seller has not made or undertaken to
make any investigation as to such factual matters or as to the accuracy or completeness of any
representation, warranty, data or any other information related thereto and hereby disclaims
liability for any unintentional misstatement. Whenever the term “to Seller’s knowledge” or similar
language is used herein with respect to the existence or absence of facts, it signifies that Seller
has not undertaken any independent investigation of facts, but instead has based Seller’s
representation solely upon the current actual knowledge of Richard G. Burnett, Asset Manager of the
Property, Travis Dunaway as Leasing Manager of the Property, and Theresa Miller as Property Manager
of the Property, and Seller disclaims any obligation to conduct any independent investigation with
respect to such matters. There shall be no personal liability on the part of Richard G. Burnett,
Travis Dunaway and Theresa Miller arising out of any of the Seller’s representations and
warranties.



The representations and warranties set forth in this Section 8.1 are made as of the
Effective Date of this Agreement, may be updated by an Inspection Period Certificate, and shall be
remade (subject to Section 10.1.1), as of the date of Closing in all material respects, and
shall not be deemed to be merged into or waived by the instruments of Closing, but shall survive
the Closing but only to the extent set forth in Section 14.1.



8.2. Approval of Property; Limitations on Seller Representations and Warranties.



8.2.1. Except as is otherwise expressly set forth herein, Seller makes no representations or
warranties as to the truth, accuracy, completeness, methodology of preparation or otherwise
concerning any engineering or environmental reports, audits, the materials prepared by Seller or
any other materials, data or other information whatsoever supplied to Buyer in connection with
Buyer’s inspection of the Property. It is the parties’ express understanding and agreement that,
except as is otherwise expressly set forth herein, Buyer shall rely exclusively on its own
independent investigation and evaluation of every aspect of the Property and not on any materials
supplied by Seller (except as is otherwise expressly set forth herein). Except with respect to all
obligations in this Agreement (including, without limitation, Seller’s express representations and
warranties) that are expressly stated to survive Closing, and any and all provisions contained in
the documents delivered in connection with the closing of the transactions contemplated by this
Agreement (collectively, the “Surviving Obligations”), Buyer hereby releases Seller and its agents,
representatives and employees from any and all claims, demands and causes of action, past, present
and future that Buyer may have relating to the condition of the Property at any time, before or
after the Closing, including, without limitation, the presence of any hazardous materials. This
release shall survive the Closing or the termination of this Agreement.



8.2.2. In the event of any material breach by Seller of any of the preceding representations
or warranties or any other provision hereof which is discovered by Buyer prior to Closing, Buyer’s
sole remedy shall be either: (i) to give written notice to Seller describing such breach and
stating that, if Seller is unable to cure the breach within seven (7) days, this Agreement is
terminated; or (ii) waive such material breach and proceed with the Closing, and in the event Buyer
elects to close, Buyer’s Closing shall be deemed to have irrevocably and absolutely waived,
relinquished and released all rights and claims against Seller for any damage or other loss arising
out of or resulting from any such breach of the preceding representations or warranties or such
unfulfilled or unsatisfied covenant or condition (except as otherwise expressly set forth in any
documents executed by the parties at Closing). In the event of any material breach by Seller of any
of such material representations or warranties or any other material breach by Seller of any other
provision of this Agreement or any agreement delivered in connection herewith discovered after
Closing, Seller shall be liable only for direct and actual damages suffered by Buyer on account of
Seller’s breach, up to a maximum aggregate cap of One Million Two Hundred Fifty Thousand and No/100
Dollars ($1,250,000.00), and shall in no event be liable for consequential or punitive damages;
provided, however, that the foregoing limitation of damages and restriction on any consequential
damages (but not punitive damages) shall in no event apply to any intentional misconduct,
intentional misrepresentation and/or fraud of Seller, it being agreed that in any such event Seller
shall be liable to Buyer for Buyer’s actual and consequential (but not punitive) damages in
connection therewith and no such limits shall apply; provided, further, however, that any liability
of Seller hereunder shall be limited to claims in excess of an aggregate of Fifty Thousand and
No/100 Dollars ($50,000.00). Written notice of all such claims must be delivered to Seller no
later than one (1) year after the Closing Date. Seller’s representations and warranties set forth
in Section 8.1 and the other Surviving Obligations of Seller, if any, shall survive the
Closing for a period of one (1) year. Any claim whatsoever against Seller regarding this
Agreement, any document or agreement delivered hereunder, or the Property or this transaction shall
be deemed waived if Buyer fails to deliver to Seller written notice of its intent to file a claim
or assert a cause of action against the Seller in a mediation or judicial proceeding pursuant to
Section 14.3 below, on or before one (1) year following the Closing Date or having given
such notice fails to commence mediation or litigation pursuant to Section 14.3 below
asserting said claim or cause of action within two (2) years and one (1) day following the Closing
Date.



8.2.3. Approval of Property. The consummation of the purchase and sale of the
Property pursuant to this Agreement shall be deemed Buyer’s acknowledgement that it has had an
adequate opportunity to make such legal, factual and other inspections, inquiries and
investigations as it deems necessary, desirable or appropriate with respect to the Property. Such
inspections, inquiries and investigations of Buyer shall be deemed to include, but shall not be
limited to, any leases and contracts pertaining to the Property, the physical components of all
portions of the Property, the physical condition of the Property, such state of facts as an
accurate survey, environmental report and inspection would show and the present and future zoning
ordinance, ordinances and resolutions. Except as expressly provided in this Agreement and the
Closing documents, Buyer shall not be entitled to and shall not rely upon, Seller or Seller’s
agents with regard to, and Seller will not make any representation or warranty with respect to: (i)
the quality, nature, adequacy or physical condition of the Property including, but not limited to,
the structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities
or the electrical, mechanical, HVAC, plumbing, sewage or utility systems, facilities or appliances
at the Property, if any; (ii) the quality, nature, adequacy or physical condition of soils or the
existence of ground water at the Property; (iii) the existence, quality, nature, adequacy or
physical condition of any utilities serving the Property; (iv) the development potential of the
Property, its habitability or merchantability or the fitness, suitability or adequacy of the
Property for any particular purpose; (v) the zoning or other legal status of the Property; (vi) the
Property or its operations’ compliance with any applicable codes, laws, regulations, statutes,
ordinances, covenants, conditions or restrictions of any governmental or quasi-governmental entity
or of any other person or entity; (vii) the quality of any labor or materials relating in any way
to the Property; or (viii) the condition of title to the Property or the nature, status and extent
of any right-of-way, lease, right of redemption, possession, lien, encumbrance, license,
reservation, covenant, condition, restriction or any other matter affecting the Property except as
expressly set forth in this Agreement. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND THE
CLOSING DOCUMENTS, SELLER HAS NOT, DOES NOT AND WILL NOT MAKE ANY WARRANTIES OR REPRESENTATIONS
WITH RESPECT TO THE PROPERTY AND SELLER SPECIFICALLY DISCLAIMS ANY OTHER IMPLIED WARRANTIES OR
WARRANTIES ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF
CONDITION, MERCHANTABILITY, HABITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. FURTHERMORE,
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND THE CLOSING DOCUMENTS, SELLER HAS NOT, DOES NOT
AND WILL NOT MAKE ANY REPRESENTATION OR WARRANTY WITH REGARD TO COMPLIANCE WITH ANY ENVIRONMENTAL
PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS INCLUDING, BUT
NOT LIMITED TO, THOSE PERTAINING TO THE HANDLING, GENERATING, TREATING, STORING OR DISPOSING OF ANY
HAZARDOUS WASTE OR SUBSTANCE INCLUDING, WITHOUT LIMITATION, ASBESTOS, PCB AND RADON. BUYER
ACKNOWLEDGES THAT BUYER IS A SOPHISTICATED BUYER FAMILIAR WITH THIS TYPE OF PROPERTY AND THAT,
EXCEPT ONLY AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE CLOSING DOCUMENTS, BUYER
WILL BE ACQUIRING THE PROPERTY “AS IS AND WHERE IS, WITH ALL FAULTS,” IN ITS STATE AND CONDITION AS
OF CLOSING, AND BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS AND CONDITIONS MAY NOT HAVE BEEN
REVEALED BY BUYER’S INSPECTIONS AND INVESTIGATIONS. BUYER SHALL ALSO ACKNOWLEDGE AND AGREE THAT
THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS COLLATERAL TO OR AFFECTING THE PROPERTY
BY SELLER, ANY AGENT OF SELLER OR ANY THIRD PARTY NOT SET FORTH HEREIN. THE TERMS AND CONDITIONS
OF THIS SECTION SHALL SURVIVE THE CLOSING, AND NOT MERGE WITH THE PROVISIONS OF ANY CLOSING
DOCUMENTS. SELLER SHALL NOT BE LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS,
REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY FURNISHED BY ANY REAL ESTATE BROKER,
AGENT, EMPLOYEE, SERVANT OR OTHER PERSON (OTHER THAN SELLER, AS SET FORTH HEREIN), UNLESS THE SAME
ARE SPECIFICALLY SET FORTH OR REFERRED TO IN THIS AGREEMENT OR THE CLOSING DOCUMENTS. EXCEPT WITH
REGARD TO THE OBLIGATIONS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE REPRESENTATIONS AND
WARRANTIES IN SECTION 8.1 HEREOF OR IN THE CLOSING DOCUMENTS, BUYER HEREBY RELEASES SELLER
AND ITS AGENTS, REPRESENTATIVES AND EMPLOYEES FROM ANY AND ALL LIABILITY RELATING TO THE CONDITION
OF THE PROPERTY BEFORE OR AFTER THE CLOSING AND ANY OTHER MATTER RELATING TO THE PROPERTY, WHETHER
KNOWN OR UNKNOWN AT THE TIME OF THE CLOSING.



8.2.4. Release. Except as expressly set forth in this Agreement to the contrary, and
except for any claims arising under the express terms of this Agreement or any document delivered
in connection with the Closing, Buyer for itself and its agents, affiliates, successors and
assigns, hereby releases and forever discharges Seller, and any party related to or affiliated with
Seller and their respective successors and assigns (the “Seller Related Parties”) from and against
any and all claims at law or equity which Buyer or any party related to or affiliated with Buyer
and their respective successors and assigns (each a “Buyer Related Party”), whether known or
unknown at the time of this Agreement, which Buyer or a Buyer Related Party has or may have in the
future, arising from or related to any matter or thing relating to or in connection with the
Property, including but not limited to, the documents and information referred to in this
Agreement, the Leases and the Tenants, the Existing Loan, any construction defects, errors or
omissions in the design or construction and arising out of the physical, environmental, economic or
legal condition of the Property, including, without limitation, any claim for indemnification or
contribution arising under the Comprehensive Environmental Response, Compensation, and Liability
Act (42 U.S.C. Section 9601, et. seq.) or any similar federal, state or local statute, rule or
ordinance relating to liability of property owners or operators for environmental matters,
including claims caused partly or arising partly from Seller’s negligence.



8.3. Covenants of Seller. Seller hereby covenants and agrees as follows:



8.3.1. At all times from the Effective Date through the Closing Date, Seller shall cause to be
in force fire and extended coverage insurance upon the Property and commercial general liability
insurance with respect to damage or injury to persons or property occurring on the Property in at
least such amounts as are maintained by Seller on the Effective Date.



8.3.2. From the Effective Date through the Closing Date, Seller will not enter into any New
Lease with respect to the Property without Buyer’s prior written consent, which consent (if
requested prior to the end of the Inspection Period) shall not be unreasonably withheld (but if
such consent is requested following the end of the Inspection Period, then Buyer may grant or
withhold its consent thereto in Buyer’s sole discretion). Exercise of a renewal option or
expansion right existing as of the Effective Date shall not be considered a “New Lease” for
purposes of this Section 8.3.2, but shall be a “New Lease” for purposes of Section
7.7.1.6.; provided, however, that in the event any consent of Seller as “landlord” thereunder
is required or permitted in connection therewith, then the terms of the following sentence shall
apply thereto. Further, Seller will not modify any existing Lease, or consent to anything pursuant
to any Lease for which Seller’s consent (as “landlord” thereunder) is required without first
obtaining the written consent of Buyer, which (if requested prior to the end of the Inspection
Period) shall not be unreasonably withheld (but if such consent is requested following the end of
the Inspection Period, then Buyer may grant or withhold its consent thereto in Buyer’s sole
discretion); and in any event such consent of Buyer shall be subject to the terms of the Lease
regarding such consent (i.e., if the “landlord” is required to be reasonable in granting such
consent, or if other requirements govern the determination of such consent, then Buyer shall be
subject thereto). Buyer shall have three (3) business days in which to approve or disapprove of
any New Lease for which it has a right to consent. Failure to respond in writing within said time
period shall be deemed to be consent.



8.3.3. From the Effective Date through the Closing Date, Seller shall not sell, assign or
convey any right, title or interest whatsoever in or to the Property, or create or permit to attach
any lien, security interest, easement, encumbrance, charge or condition affecting the Property
(other than the Permitted Exceptions) without promptly discharging the same prior to Closing.



8.3.4. From the Effective Date through the Closing Date, Seller shall not, without Buyer’s
written approval, (a) amend or waive any right under any Contract, or (b) enter into any agreement
of any type affecting the Property that is not terminable effective on the earlier to occur of (i)
30 days notice or (ii) Closing.



8.3.5. From and after the Effective Date through the Closing Date and except to the extent
Seller is relieved of such obligations by Section 11 hereof, Seller shall operate and
maintain the Property in the manner in which Seller has previously operated and maintained the
Property; provided, however, that Seller shall have no obligation to make any capital improvements,
but Seller shall in no event remove or replace any Personal Property (except the Excluded Personal
Property) from the Property following the Effective Date hereof without Buyer’s prior written
consent thereto (in Buyer’s sole discretion). Seller may, but shall not be obligated to, continue
work on any capital improvements in progress as of the Effective Date, which are listed on
Exhibit—K attached hereto and made a part hereof; provided, however, to the extent any such
capital improvements are not completed and paid for prior to Closing, Buyer shall receive a credit
against the purchase price at Closing for the remaining unpaid invoice cost thereof.



8.3.6. From and after the date of Seller’s delivery of any of the Due Diligence Items set
forth in Section 4.1 hereof, or the date Seller makes certain Due Diligence Items available
for inspection by Buyer as set forth in Section 4.2 hereof, as applicable, no act or
omission of Seller shall serve to materially change any of the information provided in connection
therewith; and, in the event any such information does so materially change, or in the event Seller
obtains any additional information contemplated to be provided by Section 4.1 or
Section 4.2 hereof after the date of Seller’s initial delivery of such Due Diligence Items
(or the date Seller makes same available, as applicable) pursuant hereto (by way of example only,
and without limitation, if Seller subsequently receives any notice from a governmental authority
with respect to the Property, or any notice of pending litigation), Seller shall provide an update
to such applicable Due Diligence Item no less than five (5) business days prior to Closing.
Without limitation to the foregoing, Seller shall provide to Buyer, no less than five (5) business
days prior to Closing, updated information regarding all outstanding maintenance (including
maintenance work orders) and/or repairs with respect to the Property, whether or not Buyer is
required to or elects to perform any such maintenance pursuant to Section 8.3.5 hereof.



8.3.7 Without limitation to Section 8.3.6 above, from and after the Effective Date,
Seller will not amend or terminate any Loan Documents (including, without limitation, shall not
waive or modify any right under the Existing Loan) without obtaining Buyer’s approval of such
amendment or termination, which approval may be withheld in Purchaser’s sole and absolute
discretion; and Seller shall in all events comply with said Existing Loan and the terms and
conditions thereof.



9. Representations and Warranties of Buyer. Buyer hereby represents and warrants to
Seller, as of the Effective Date, as follows:



9.1. Buyer is a limited liability company duly formed and validly existing under the laws of
the State of Texas. Buyer has full power and authority to enter into this Agreement, to perform
this Agreement and to consummate the transactions contemplated hereby. This Agreement is a legal,
valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms,
subject to the effect of applicable bankruptcy, insolvency, reorganization, arrangement, moratorium
or other similar laws affecting the rights of creditors generally.



9.2. The execution, delivery and performance by Buyer of this Agreement, and all other
agreements, instruments and documents referred to or contemplated herein or therein do not require
the consent, waiver, approval, license or authorization of any person or public authority which has
not been obtained and do not and will not contravene or violate (with or without the giving of
notice or the passage of time or both), the organizational documents of Buyer or any judgment,
injunction, order, law, rule or regulation applicable to Buyer. Buyer is not a party to, or subject
to or bound by, any judgment, injunction or decree of any court or governmental authority or any
lease, agreement, instrument or document which may restrict or interfere with the performance by
Buyer of this Agreement, or such other leases, agreements, instruments and documents.



The representations and warranties set forth in this Section 9 are made as of the
Effective Date of this Agreement, and shall be remade (subject to Section 10.1.1 below) as
of the date of Closing in all material respects, and shall not be deemed to be merged into or
waived by the instructions of Closing, but shall survive the Closing only for one (1) year.



10. Conditions Precedent to Closing.



10.1. The obligations of Buyer pursuant to this Agreement shall, at the option of Buyer, be
subject to the following conditions precedent:



10.1.1. All of the representations and warranties of Seller set forth in this Agreement shall
be true and correct in all material respects as of the Effective Date and as of the Closing Date,
with such changes as are shown on the Inspection Period Certificate. Seller shall not have on or
prior to Closing, failed to meet, comply with or perform in any material respect any conditions or
agreements on Seller’s part as required by the terms of this Agreement. Notwithstanding the
foregoing or anything herein to the contrary, if (i) Seller has failed to meet, comply with or
perform in any material respect any conditions or agreements as aforesaid, or (ii) there has been a
Material Adverse Change between the Inspection Period and the Closing Date in any of the following:
(a) the representations and warranties of Seller, (b) the rent roll for the Property, or (c) the
accounts receivable schedule, then Seller shall have, under either (i) or (ii), the right in
Seller’s sole and absolute discretion (but not the obligation) to cure same within twenty (20) days
thereafter, and the Closing Date shall be extended as reasonably necessary in connection therewith.
However, notwithstanding anything herein to the contrary, if applicable, in no event shall the
date of Closing be extended for any period of time which would cause the Lender to withdraw its
consent to the sale of the Property or fail to close the Assumption. As used herein, a “Material
Adverse Change” is a change in the facts or circumstances underlying a Seller representation or
warranty, the rent roll, or the accounts receivable schedule, which arises from changes at the
Property (as distinguished from changes in economic conditions in general or from casualty damage,
the effect of which is otherwise addressed in this Agreement), and which causes the fair market
value of the Property, as mutually agreed by the parties (and if the parties cannot agree, as
determined by a mutually acceptable third party appraiser), to decrease by at least Five Hundred
Thousand and No/100 Dollars ($500,000.00).



10.1.2. There shall not exist any material, adverse encumbrance or title defect affecting the
Property except for the Permitted Exceptions or matters to be satisfied at Closing.



10.1.3. Seller shall have obtained and delivered to Buyer estoppel certificates, no later than
seven (7) business days prior to the Closing Date, in the form attached hereto as Exhibit E (or, if
the Tenant refuses to execute such estoppel certificate in such form and is not required to do so
per the terms of its applicable Lease, then in the form attached to its respective Lease, but in
such case Buyer shall have the right to object thereto, as further set forth below) (either, a
“Tenant Estoppel” and collectively, the “Tenant Estoppels”), from the following Tenants (or their
successors or assigns): (i) Bury + Partners, Inc.; (ii) RGM Advisors, LLC; (iii) Endeavor Real
Estate Management, Ltd.; (iv) JPMorgan Chase Bank, National Association; (v) The Headliners Club in
Austin; (vi) Wright & Greenhill; (vii) John L. Wortham & Son L.P.; (viii) Smith, Robertson,
Elliott, Glen, Klein & Bell, L.L.P., and (ix) Gallagher Benefit Services, Inc.; and (x) any other
Tenant leasing ten thousand (10,000) square feet or more in the building located on the Real
Property as of the Effective Date and/or the Closing Date; and in the event for any reason the
foregoing specified Tenants do not represent 75% of the square feet leased and occupied by Tenants
in such building as of the Effective Date and/or the Closing Date, then Seller shall obtain such
additional Tenant Estoppels as are necessary to obtain such Tenant Estoppels from Tenants
representing at least 75% of the total number of square feet leased and occupied by Tenants as of
the Effective Date and/or the Closing Date (the “Required Estoppels”); and in any event Seller
shall use commercially reasonable efforts to obtain a Tenant Estoppel from each and every Tenant of
the building located on the Real Property as of the Effective Date and the Closing Date; provided,
however, obtaining Tenant Estoppels from each and every Tenant of the building (other than the
Required Estoppels) shall not be a condition precedent to the Closing hereof and Seller shall not
be liable to Buyer for any failure to do so. If Seller is unable to deliver the requisite Tenant
Estoppels, Buyer may either (i) waive the estoppel requirement and close as scheduled, or (ii)
postpone the Closing Date for up to an additional ten (10) days, during which time Seller may
continue to obtain and deliver Tenant Estoppels to Buyer. If Seller is unable on such extended
Closing Date to deliver the requisite Tenant Estoppels, Buyer may waive the condition and close, or
terminate this Agreement by written notice to Seller, and Buyer shall thereafter promptly return
the Due Diligence Items, and in such event the Deposit shall be refunded to Buyer and neither party
shall have any further rights or obligations under this Agreement, except for any such rights or
obligations which expressly survive the expiration or termination of this Agreement. Buyer shall
notify Seller within five (5) business days of receipt of a copy of any Tenant Estoppel of its
approval or disapproval and the basis of such disapproval, if disapproved. If Buyer disapproves of
a Tenant Estoppel because of a material, adverse matter disclosed therein which is inconsistent
with the applicable Lease, and Seller is unable to obtain a reasonably acceptable Tenant Estoppel
prior to the Closing which discloses no material, adverse matters that are inconsistent with the
applicable Lease, this Agreement shall terminate upon Buyer’s written notice to Seller and Buyer
shall thereafter promptly return the Due Diligence Items, the Deposit shall be refunded to Buyer,
and neither party shall have any further right or obligation hereunder (except for any such right
or obligation which expressly survives the expiration or termination hereof). Notwithstanding
anything to the contrary in this Section, Seller shall have the right, in Seller’s sole and
absolute discretion, but not the obligation, to cure or otherwise satisfy the basis for Buyer’s
disapproval of a Tenant Estoppel by the payment of money to a particular Tenant, so long as such
payment does in fact cure such disapproval and Seller thereafter delivers a revised and approved
Estoppel Certificate from such Tenant to Buyer.



10.1.4. If the Commitment has been entered into as contemplated under Section 2.3
hereof, the Assumption contemplated by such Commitment shall close and be consummated by Lender in
accordance with the terms and conditions of such Commitment at or before Closing.



10.2. The obligations of Seller under this Agreement shall, at the option of Seller, be
subject to the following conditions precedent:



10.2.1. All of the representations, warranties and agreements of Buyer set forth in this
Agreement shall be true and correct in all material respects as of the Effective Date, and Buyer
shall not have on or prior to Closing, failed to meet, comply with or perform in any material
respect any conditions or agreements on Buyer’s part as required by the terms of this Agreement.



10.2.2. Seller shall have received approval of the sale from all entities comprising Seller no
later than five (5) business days after the Effective Date.



10.2.3. Lender shall have consented in writing to the sale of the Property by Seller to Buyer
in accordance herewith, and if the Buyer’s Financing is the Assumption, to the Assumption of the
Existing Loan by Buyer in accordance herewith with a release of Seller and all guarantors,
indemnitors, and affiliates of Seller from all liability thereunder (except for matters which arose
during Seller’s period of ownership).



10.2.4. The Mezzanine Lender shall have consented in writing to the sale of the Property by
Seller to Buyer in accordance herewith.



10.3. If any such condition is not fully satisfied by Closing, the party in whose favor the
condition runs shall notify the other party and may terminate this Agreement by written notice (in
all events such written notice shall be given prior to Closing) whereupon this Agreement shall be
canceled, the Due Diligence Items shall be returned by Buyer to Seller, the Deposit shall be paid
to Buyer and, thereafter, neither Seller nor Buyer shall have any continuing rights or obligations
hereunder except as otherwise expressly set forth herein; provided, however, that if either party
hereto notifies the other of a failure to satisfy the conditions precedent set forth in this
Section 10, such failing party may, within seven (7) days of receipt of such notice of such
failure, satisfy the applicable condition, in which event the parties shall proceed to close the
transaction contemplated hereby thereafter; provided, further, that, if applicable, in no event
shall any such extension of time for either party to satisfy a condition hereunder be permitted
that would cause Lender to withdraw its consent or fail to give its consent to the sale or to close
the Assumption.



11. Damage or Destruction Prior to Closing. In the event that the Property should be
damaged by any casualty prior to the Closing, then:



11.1. if the cost of repairing such damage, as mutually and reasonably estimated by Buyer and
Seller, is less than Seven Hundred Fifty Thousand and No/100 Dollars ($750,000.00), the Closing
shall proceed as scheduled, and any deductible required under Seller’s insurance with respect
thereto and any insurance proceeds shall be assigned or distributed to Buyer (or a credit therefor
shall be applied to the Purchase Price at Closing) to the extent not expended by Seller for
restoration; or



11.2. if (a) the cost of repairing such damage, as mutually and reasonably estimated by Buyer
and Seller, is equal to or greater than Seven Hundred Fifty Thousand and No/100 Dollars
($750,000.00), or (b) the time period for the repair thereof shall exceed ninety (90) days, or (c)
such damage cannot be repaired in such a manner so that same complies in all respects with all
Legal Requirements, or (d) such damage or the repairs in connection therewith results in Tenants
leasing more than five percent (5%) of the square footage of the building located on the Real
Property to have the right to terminate their applicable Leases, or (e) such repair shall
permanently, materially and adversely affect access with respect to the Property, then, in any of
such events, Buyer may elect to terminate this Agreement, in which case Buyer shall return the Due
Diligence Items to Seller, the Deposit shall be returned to Buyer, and neither party shall have any
further rights or obligations hereunder, except for any such rights or obligations which expressly
survive the expiration or termination of this Agreement. If this Agreement is not terminated in
accordance with the foregoing, the Closing shall proceed as scheduled, and any deductible required
under Seller’s insurance with respect thereto and any insurance proceeds shall be assigned or
distributed to Buyer (or a credit therefor shall be applied to the Purchase Price at Closing) to
the extent not expended by Seller for restoration.



12. Eminent Domain. If, before the Closing, proceedings are commenced for the taking by
exercise of the power of eminent domain of all or any portion of the Property, Seller shall give
Buyer immediate written notice thereof, and if the affected portion of the Property is a material
portion which, as reasonably determined by Buyer, would render the Property unacceptable to Buyer
or unsuitable for Buyer’s intended use, Buyer shall have the right, by giving notice to Seller
within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer,
to terminate this Agreement, in which event this Agreement shall terminate, the Deposit shall be
returned to Buyer, Buyer shall return the Due Diligence Items to Seller, and neither party shall
have any further rights or obligations under this Agreement, except for any such rights or
obligations which expressly survive the expiration or termination of this Agreement. If, before
the Closing, proceedings are commenced for the taking by exercise of the power of eminent domain of
less than such a material part of the Property, or if Buyer has the right to terminate this
Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this
Agreement shall remain in full force and effect and, at the Closing, the condemnation award (or, if
not already received, the right to receive such portion of the award) payable on account of the
taking shall be transferred in the same manner as title to the Property is conveyed. Seller shall
give notice to Buyer within three (3) business days after Seller’s receiving notice of the
commencement of any proceedings for the taking by exercise of the power of eminent domain of all or
any part of the Property.



13. Notices. All notices, demands and other communications of any type given by any party
hereunder, whether required by this Agreement or in any way related to the transaction contracted
for herein, shall be void and of no effect unless given in accordance with the provisions of this
Section. All notices shall be in writing and shall be delivered (i) by reputable courier; (ii) by
Federal Express or other nationally recognized overnight delivery service marked for overnight
delivery; (iii) by facsimile; or (iv) by e-mail; provided, that, notwithstanding the foregoing
regarding delivery by facsimile or e-mail, or anything herein to the contrary, hard-copy originals
of any notices sent by facsimile or e-mail must be followed by simultaneous delivery of such notice
via Federal Express or other nationally recognized overnight delivery service in each case marked
for overnight delivery. Notices shall be deemed received (i) if by courier, upon delivery or
refusal of same; (ii) if by Federal Express or other nationally recognized overnight delivery
service, the business day following deposit; (iii) if by facsimile, upon confirmation of
transmission; and (iv) immediately following direct e-mail transmission. Any notice received on a
non-business day or after 5:00 p.m. Central Time on a business day shall be deemed received on the
next business day. Notices shall be given to the following addresses:



	 	 	 	 	 	 	 	 	 
	Seller:	 	David Mellor, Senior Vice President of Dispositions


	 	 	 
	 	 	 	 	Grubb & Ellis Realty Investors, LLC

	 	 	 	 	1551 N. Tustin Avenue, Suite 200

	 	 	 	 	Santa Ana, California 92705
Phone: (714) 667-8252
Facsimile: (714) 918-9102
	 	 	 	 
	 	 	 	 	E-mail: david.mellor@grubb-ellis.com

	With Required Copy to:	 	Philip Han
	 	 	 	 
	 	 	 
	 	 	 	 	Grubb & Ellis Realty Investors, LLC

	 	 	 	 	1551 N. Tustin Ave. #200
Santa Ana, CA 92705
(714) 667-8252
(714) 918-9138 fax
Philip.Han@Grubb-Ellis.com
	 	 	 	 
	With Required Copy to:	 	Rick Burnett
	 	 	 	 
	 	 	 
	 	 	 	 	Executive Vice President
	 	 	 	 
	 	 	 	 	Grubb & Ellis Realty Investors, LLC

	 	 	 	 	2330 Miramonte Circle East, Ste. F

	 	 	 	 	Palm Springs, CA 92264
(760) 324-0144
(866) 259-4647 fax
rick.burnett@Grubb-Ellis.com
	 	 	 	 
	Buyer:	 	Jon M. Ruff
	 	 	 	 
	 	 	 
	 	 	 	 	Spire Realty Group, LP
2001 Bryan Tower, Suite 410
Dallas, Texas 75201
Phone:
	 	 	(214) 740-2353	 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	Facsimile: (214) 740-2334

	 	 	 	 	E-mail:
	 	jonr@spirerealty.com
	 	 	 	 	 
	 	 	 	 
	With Required Copy to:	 	Winstead PC
	 	 	 	 
	 	 	 
	 	 	 	 	1201 Elm Street, Suite 5400

	 	 	 	 	Dallas, TX 75270

	 	 	 	 	Attn: J. Kenneth Kopf

	 	 	 	 	Phone: (214) 745-5315

	 	 	 	 	Facsimile (214) 745-5390

	 	 	 	 	E-mail:
	 	kkopf@winstead.com






14. Remedies.



14.1. Defaults by Seller. This Section 14.1 shall not apply to breaches of
representations and warranties, which shall be governed by Section 8.2.2. above. If there
is any default by Seller under this Agreement, and such default is continuing following notice to
Seller and the passage of seven (7) days immediately thereafter, during which period Seller may
cure the default (in which event the date of Closing may be extended accordingly as is reasonably
necessary for Seller to cure such default within such time period, but in no event shall such
Closing Date be extended beyond such 7 day period or if applicable, for any period of time which
would cause Lender to withdraw its consent to the sale of the Property or fail to close the
Assumption), Buyer may, as it sole option, elect to either (i) declare this Agreement terminated in
which case the Deposit shall be returned to Buyer and Buyer shall return the Due Diligence Items to
Seller; or (ii) treat this Agreement as being in full force and effect and bring an action against
Seller for specific performance; provided, however, if Buyer does not prevail in its action for
specific performance of this Agreement due to reconveyance by Seller of the Property to an
unrelated third party, in violation of this Agreement and Buyer’s rights hereunder, then the
Deposit shall be paid to Buyer, and Buyer shall in such event additionally have the right to seek
damages incurred by Buyer in connection with this Agreement or the Property not to exceed
$1,250,000.00 as a result of Seller’s conveyance of the Property in violation of this Agreement.
Notwithstanding anything herein to the contrary, Buyer shall be deemed to have elected to terminate
this Agreement if Buyer fails to deliver to Seller written notice of its intent to file a claim or
assert a cause of action for specific performance against the Seller in a mediation or litigation
proceeding pursuant to Section 14.3 below, on or before ten (10) days following the Closing
Date or having given such notice fails to commence such mediation or litigation pursuant to
Section 14.3 below asserting said claim or cause of action within thirty (30) days
following the Closing Date.



14.2. Defaults by Buyer. If there is any default by Buyer under this Agreement, and
such default is continuing following notice to Buyer and the passage of seven (7) days immediately
thereafter, during which period Buyer may cure the default (in which event the date of Closing may
be extended accordingly as is reasonably necessary for Buyer to cure such default within such time
period, but in no event shall such Closing Date be extended beyond such 7 day period or if
applicable, for any period of time which would cause Lender to withdraw its consent or fail to give
its consent to Buyer’s Assumption of the Existing Loan), then Seller may, as its sole remedy,
declare this Agreement terminated, in which case the Deposit shall be paid to Seller as liquidated
damages and each party shall thereupon be relieved of all further rights or obligations hereunder,
except any which survive the expiration or termination of this Agreement pursuant hereto. The
parties agree that Seller will suffer damages in the event of Buyer’s default of its aforesaid
obligations, that the Deposit represents a reasonable forecast of just compensation for the harm
that would be caused by such default by Buyer, and that the harm that would be caused by such
default is one that is incapable, or very difficult, of accurate estimation. In the event this
Agreement is terminated due to the default of Buyer hereunder, Buyer shall deliver to Seller, at no
cost to Seller, the Due Diligence Items and, if requested in writing by Seller, any or all of
Buyer’s Reports as further set forth in and in accordance with Section 6.2 hereof.



14.3. Mediation. If a claim, dispute or controversy shall arise between the parties
hereto, whether in contract, statute, tort, fraud, misrepresentation or other legal theory, related
directly or indirectly to this Agreement, then either party hereto shall have the right to notify
the other that it wishes to mediate such claim, controversy or dispute prior to the filing of suit
or other action in connection therewith, and the parties agree in such event of such request to
reasonably endeavor to mediate such claim, controversy or dispute prior to the filing of suit or
other action with regard thereto (except to the extent that the filing of any such suit or other
action is earlier required in order to avoid violation of statutes of limitation or similar legal
requirements) within thirty (30) days after the delivery of any such notice and request for such
mediation; whereupon, duly authorized representatives of each of the parties hereto shall meet at a
mutually agreed time and place to attempt, with diligence and good faith, to mediate and resolve
such claim, dispute or controversy; provided, further, that should a mutual resolution not be
obtained at the meeting and mediation of such representatives for such purpose or should no such
meeting or mediation take place within such thirty (30) day period, then either party hereto may
thereafter proceed to suit or other action in connection with such claim, dispute or controversy
without further obligation hereunder to mediate, arbitrate or otherwise endeavor to resolve and
settle such claim, dispute or controversy.



15. Assignment. Buyer may assign its rights under this Agreement to any entity which
controls, is controlled by or is under common control with Buyer, without the consent of Seller
being required with respect thereto; provided, however, that Buyer shall have no such right unless
a written assignment agreement is delivered to Seller no later than seven (7) days before the
then-scheduled date of Closing; and further provided that no such assignment shall relieve Buyer of
its obligations hereunder; and further provided that no such assignment, if proposed prior to the
date of the Commitment, if applicable, shall cause Lender to fail to consent to the sale of the
Property or enter into the Commitment; and further provided that such assignment, if proposed after
the date of the Commitment, if applicable, must be approved in writing by the Lender no later than
three (3) business days before the Closing Date. Seller may not assign its rights or obligations
under this Agreement without Buyer’s prior written consent, which consent may be withheld in
Buyer’s sole and absolute discretion.



16. Interpretation and Applicable Law. This Agreement shall be construed and interpreted
in accordance with the laws of the state in which the Real Property is located. Where required for
proper interpretation, words in the singular shall include the plural; the masculine gender shall
include the neuter and the feminine, and vice versa. The terms “successors and assigns” shall
include the heirs, administrators, executors, successors, and assigns, as applicable, of any party
hereto.



17. Amendment. This Agreement may not be modified or amended, except by an agreement in
writing signed by the parties. The parties may waive any of the conditions contained herein or any
of the obligations of the other party hereunder, but any such waiver shall be effective only if in
writing and signed by the party waiving such conditions and obligations.



18. Attorney’s Fees. In the event it becomes necessary for either party to commence
mediation or file a suit to enforce this Agreement or any provisions contained herein, the
prevailing party shall be entitled to recover from the non-prevailing party in such action, in
addition to all other remedies or damages, the prevailing party’s reasonable attorneys’ fees and
costs of court incurred in such mediation or suit, including those related to any appeal or review.



19. Entire Agreement; Survival. This Agreement constitutes the entire agreement between
the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous
agreements and understandings of the parties in connection therewith. No representation, warranty,
covenant, agreement or condition not expressed in this Agreement, if any, shall be binding upon the
parties hereto nor shall they affect or be effective to interpret, change or restrict the
provisions of this Agreement. All of the obligations of the parties hereunder and all other
provisions of this Agreement shall be deemed to have merged into the Deed and shall be extinguished
at Closing or the earlier termination of this Agreement, except as expressly provided herein.



20. Multiple Originals; Counterparts; Signatures. The parties may execute numerous
originals of this Agreement. Each such executed Agreement and copies of the same shall have the
full force and effect of an original executed instrument. This Agreement may be executed in any
number of counterparts, all of which when taken together shall constitute the entire Agreement.
Signatures transmitted by facsimile or e-mail for any notices delivered hereunder shall be treated
as originals in all respects; provided, however, that original counterparts thereof shall be
distributed within one (1) day as further set forth in Section 13 hereof.



21. Time of the Essence; Business Day Convention. Time is of the essence of this
Agreement. Except as provided in Section 7.3.1, time periods hereunder shall be deemed to
expire at 5:00 p.m. Central Standard or Daylight Savings Time, as applicable. If the final date of
any period falls upon a Saturday, Sunday or legal holiday under Federal law, or the laws of the
State in which the Real Property is located, then in such event the expiration date of such period
shall be extended to the next day which is not a Saturday, Sunday or legal holiday under Federal
law, or the laws of the State in which the Real Property is located.



22. Real Estate Commission. Seller and Buyer each represent and warrant to the other that
such representing party has not contracted or entered into any agreement with any real estate
broker, agent, finder or any other party in connection with this transaction, and that neither
party has taken any action which would result in any real estate broker’s, finder’s or other fees
or commissions being due and payable to any party with respect to the transaction contemplated
hereby, except that: (i) Seller has contracted with Holiday Fenoglio Fowler, L.P. as its sales
broker and will pay any sales commission due to said broker under a separate agreement, if, but
only if, Closing occurs pursuant to this Agreement, and (ii) Buyer has contracted with Holiday
Fenoglio Fowler, L.P. as its loan broker and will pay any loan brokerage commission due to said
broker under a separate agreement. Each party hereby indemnifies and agrees to hold the other
party harmless from any loss, liability, damage, cost or expense (including reasonable attorneys’
fees) resulting to the other party by reason of a breach of the representation and warranty made by
such party in this Section 22. Seller hereby indemnifies and agrees to defend and hold
harmless Buyer from any loss, liability, damage, cost or expense (including reasonable attorneys’
fees) resulting to Buyer by reason of a breach of Seller’s obligation to pay any sales commission
due to Holiday Fenoglio Fowler, L.P. as set forth in this Section 22. Buyer hereby
indemnifies and agrees to defend and hold harmless Seller from any loss, liability, damage, cost or
expense (including reasonable attorneys’ fees) resulting to Seller by reason of a breach of Buyer’s
obligation to pay any loan brokerage commission due to Holiday Fenoglio Fowler, L.P. as set forth
in this Section 22. The provisions of this Section 22 shall survive Closing.



23. Exchange. Seller (or, if applicable, each entity comprising Seller) reserves the right
to structure the sale of the Property as a like kind exchange pursuant to Section 1031 of the Code.
In such event, Buyer shall reasonably cooperate in structuring such disposition as part of an
exchange, provided that (a) Seller notifies Buyer in writing no later than ten (10) days before the
then-scheduled date of Closing thereof, (b) all costs, fees, and expenses in connection therewith
shall be the sole responsibility of Seller, and Seller shall indemnify, defend and hold harmless
Buyer from and against any such costs, fees, and expenses incurred by Buyer due thereto; (c) the
Closing shall not be delayed or affected by reason of any such exchange nor shall the consummation
or accomplishment of such exchange be a condition precedent or condition subsequent to Seller’s
obligations and covenants under this Agreement; (d) Buyer shall not be required to acquire or hold
title to any real property other than the Property for purposes of consummating such exchange; and
(e) Seller may assign its interest in this Agreement in connection with such exchange to a
qualified exchange intermediary of its choosing pursuant to an assignment agreement reasonably
acceptable to Buyer. Buyer shall not, by this Agreement or acquiescence to any such exchange, (1)
have its rights under this Agreement, including (without limitation) those that survive Closing,
affected or diminished in any manner, or (2) be responsible for compliance with (or be deemed to
have warranted to any party thereto that any exchange in fact complies with) the Code. The terms
of this Section shall survive Closing.



24. Confidentiality. All non-public information provided by either party hereto to any
other party hereto, or obtained by either party hereto relating to the Property in connection with
this Agreement (including, without limitation, in the course of Buyer’s inspection of the
Property), including, without limitation, (a) the Due Diligence Items, (b) any environmental
assessment or audit, (c) the identities of Buyer and Seller, and the fact that they have entered
into this Agreement, and (d) the terms of this Agreement (collectively, the “Information”) shall be
treated as confidential by Buyer and Seller. Buyer and Seller each agrees to transmit the
Information only to such of its partners and/or principals, attorneys, accountants, contractors,
vendors, agents, representatives, employees, consultants, equity investors and lenders
(“Representatives”) who need to know the Information for the sole purpose of their review or
exercise of their duties in connection with this Agreement, and who agree to maintain the
confidentiality of such Information in accordance herewith. Buyer and Seller agree not to make any
public announcements or disclosures prior to the Closing of the transaction contemplated hereby,
except as otherwise expressly contemplated hereby, without the prior written consent of the other
party. In the event that this transaction is not closed for any reason, then each party hereto
shall (without representation or warranty by either party and without recourse to either party)
return to the other party hereto all copies of all Information in its possession or in the
possession of any of its Representatives belonging to or relating to the other party hereto, shall
maintain the confidentiality of the Information, and shall require all Representatives not to
disclose any Information to any other party. The provisions of this Section 24 shall
survive the termination of this Agreement. Either party (and the holders of their respective
ownership interests) is expressly authorized to disclose the Agreement itself and the terms thereof
in connection with any filings made to the Securities and Exchange Commission. Notwithstanding
anything herein to the contrary, either party hereto may disclose any Information as may be
required by law or in connection with any legal proceedings, or as may be required in connection
with either party’s enforcement of this Agreement.



25. Limitation of Liability. Any and all liabilities and obligations of Buyer under this
Agreement shall be satisfied solely out of the properties and assets of Buyer, as they may exist
from time to time, and in no event shall the properties or assets of the direct or indirect
partners of Buyer, or of the affiliate partnerships or corporations or successors or assigns of any
such direct or indirect partners or affiliates, or the directors, officers or shareholders of any
of the foregoing, be subject to satisfaction of any liabilities or obligations of Buyer under this
Agreement.



26. Exclusive Rights. Seller agrees that, following the Effective Date hereof, it shall in
no event (nor shall it permit any other person, agent or employee to) market the Property or
negotiate with any other person or party (other than Buyer in connection with this Agreement) for
the purchase and sale of the Property during the term of this Agreement, it being agreed that, so
long as this Agreement is in force and effect and has not been either closed or terminated in
accordance with the terms hereof, Buyer shall have the sole right with respect to the purchase and
sale of the Property pursuant to the terms and conditions of this Agreement (but with no limitation
on the ability of either party to terminate this Agreement if expressly provided for herein). As
used herein, the term “market” shall not include receiving unsolicited phone calls or other similar
inquiries about the potential purchase or sale of the Property and delivering offering memoranda,
Argus pro forma, and related information about the Property; however, in the event of any such
inquiry, Seller shall not discuss or provide any information regarding the potential purchase or
sale of the Property under this Agreement or any terms thereof (including, without limitation, any
information on potential pricing related thereto), nor shall Seller conduct any negotiations in
connection therewith; and only for so long as this Agreement has not been terminated or deemed
terminated for any reason, Seller shall not enter into any contracts or other agreements regarding
the purchase or potential purchase of the Property to any person or party other than Buyer (i.e.,
whether or not any such contract or other agreement is effective only upon the termination of this
Agreement or is otherwise subject to the terms hereof).



27. Parties Not Bound. Delivery of drafts of this Agreement, and all discussions and
written communications regarding drafts of this Agreement, are preliminary discussions only and
shall not serve as the basis for any claim of any kind between the parties including any claim of
reliance, estoppel, breach of good faith or breach of contract. Neither party is bound unless and
until a fully executed Agreement is delivered by both parties.



[Remainder of page intentionally left blank; signature pages follow.]





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IN WITNESS WHEREOF, Seller and Buyer have executed and delivered this Agreement as of the
Effective Date.



SELLER:



NNN CHASE TOWER REO, LP


a Texas limited partnership



By: NNN Chase Tower, LLC,


a Delaware limited liability company,


its general partner



By: Grubb & Ellis Realty Investors, LLC





f/k/a Triple Net Properties, LLC,


a Virginia limited liability company,


its Vice President



By: /s/ Andrea R. Biller

Name: Andrea R. Biller

Title: Executive Vice President

Date: November 18, 2009











NNN OF8 CHASE TOWER REO, LP

a Texas limited partnership



By: NNN OF8 Chase Tower, LLC,





a Delaware limited liability company,


its general partner



By: Grubb & Ellis Realty Investors, LLC


f/k/a Triple Net Properties, LLC,


a Virginia limited liability company,


its Vice President



By: /s/ Andrea R. Biller

Name: Andrea R. Biller

Title: Executive Vice President

Date: November 18, 2009









NNN VF CHASE TOWER REO, LP

a Texas limited partnership



By: NNN VF Chase Tower, LLC,





a Delaware limited liability company,


its general partner



By: Grubb & Ellis Realty Investors, LLC


f/k/a Triple Net Properties, LLC,


a Virginia limited liability company,


its Vice President



By: /s/ Andrea R. Biller

Name: Andrea R. Biller

Title: Executive Vice President

Date: November 18, 2009













CBD CHASE TOWER, LP

a Texas limited partnership



By: CBD Chase Tower GP I, LLC,





a Delaware limited liability company,


its general partner



By: /s/ Bryce Miller

Name: Bryce Miller

Title: Executive Vice President



Date: November 19, 2009



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BUYER:



221 WEST SIXTH STREET, LLC,





a Texas limited liability company



By: /s/ Caleb S. Smith

Name: Caleb S. Smith

Title: President



Date: November 18, 2009



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CONSENT OF ESCROW HOLDER




Escrow Holder hereby agrees to perform its obligations under this Agreement and acknowledges
receipt of (a) the Deposit from Buyer in the amount of One Million and No/100 Dollars
($1,000,000.00) and (b) a fully executed counterparty of this Agreement on November 23 , 2009.



CHICAGO TITLE INSURANCE COMPANY



By: /s/ Ellen Schwab

Name: Ellen Schwab

Title: Escrow Officer

Date: November 23, 2009




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