Exhibit 10.11


 


 






 


SALE


 


By:


The company known as


"FONCIERE PARIS SIIC"


 


In favour of:


The company known as


"ARC GLOBAL II RUEIL"


 


Of property located in RUEIL-MALMAISON


 





 


 






  




    	 



    	 



    

 


 


	TABLE OF CONTENTS	 
	 	 	 
	1.         DEFINITIONS	1
	 	 
	2.         DESCRIPTION
    OF THE VENDOR	3
	 	 	 
	2.1	Identification of the Vendor	3
	2.2	Powers	3
	2.3	Capacity statements	3
	2.4	Business Address	4
	 	 	 
	3.         DESCRIPTION
    OF THE PURCHASER	4
	 	 	 
	3.1	Identification of the Purchaser	4
	3.2	Powers	4
	3.3	Capacity statements	5
	3.4	Business Address	5
	 	 	 
	4.         AGREEMENT	5
	 	 	 
	5.         DESCRIPTION
    OF THE PROPERTY COMPLEX	6
	 	 	 
	5.1	Location and cadastral references
    of the site	6
	5.2	Description of buildings	7
	 	 	 
	6.         Relative
    effect	7
	 	 	 
	7.         POSSESSORY
    TITLE	8
	 	 
	8.         Price	8
	 	 	 
	8.1	Payment of the purchase price –  Declaration
    of the origin of funds	8
	 	 	 
	FOR WHICH RECEIPT IS DULY GIVEN	9
	 	 	 
	8.2	Waiver of the Vendor's lien and
    rescissory action	11
	 	 	 
	9.         TAX	12
	 	 	 
	9.1	Exemption from value added tax in
    relation to the transfer and no reversal of tax initially deducted	12
	9.2	Transfer Regime	14
	 	9.2.1   With regard to VAT	14
	 	9.2.2   With regard to registration rights	14
	 	9.2.3   Tax calculation	14
	9.3	Property capital gain	15
	 	 	 
	10.         LAND
    REGISTRY - OTHER PUBLICATIONS	15
	 	 	 
	10.1	Land  Registry	15
	10.2	Single formality	15


 




    	 



    	 



    

 


	10.3	Nomination of business
    address for land registry purposes – Powers for compliance with formalities	15
	 	10.3.1   Business address:	15
	 	10.3.2   Powers for compliance with formalities	16
	 	 	 
	11.        CONTEXT
    OF THE TRANSACTION	17
	 	 	 
	11.1	Economics of the transaction	17
	11.2	Substitution in the benefit of the
    Promise to Sell	18
	11.3	Novation	19
	11.4	Confidentiality	19
	11.5	Costs	19
	 	11.5.1   Principles	19
	 	11.5.2   Intermediary fees	19
	 	11.5.3   Expenditure	20
	 	 	 
	12.        USE
    OF THE PROPERTY COMPLEXES	20
	 	 	 
	12.1	Lease status	20
	 	12.1.1   Presentation of the lease status	20
	 	12.1.2   Guarantee deposits	21
	 	12.1.3   Pro rata of rents	21
	 	12.1.4   Charges – Adjustment	21
	12.2	Contracts and utility contracts	22
	12.3	Public access building	23
	12.4	Construction insurance	23
	 	12.4.1   Contract	23
	 	12.4.2   Ongoing insured event	24
	 	 	 
	13.       
    INFORMATION RELATING TO THE PROPERTY COMPLEXES	24
	 	 	 
	13.1	Urban planning	24
	 	13.1.1   Principle	24
	 	13.1.2   Particulars of documents obtained	24
	 	13.1.3   Mines and quarries	25
	 	13.1.4   Collective sanitation	25
	 	13.1.5   Urban pre-emptive right	26
	13.2	Terms and conditions	26
	 	13.2.1   Quiet enjoyment	26
	 	13.2.2   Conditions of Sale	27
	 	13.2.3   Easements	29
	13.3	Technical Surveys	29
	 	13.3.1   Technical survey file / General provisions	29
	 	13.3.2   Anti- lead poisoning / Fact finding of the risk of exposure to lead	30
	 	13.3.3   Conditions relating to the law on termites and other wood-eating insects
    / Report on the presence of termites	31
	 	13.3.4   Asbestos regulations	32
	 	13.3.5   Report on the interior gas installation	33
	 	13.3.6   Condition of the indoor electrical installation	33


 




    	 



    	 



    

 


	 	13.3.7   Natural, mining and technological hazards	33
	 	13.3.8   Energy efficiency survey	35
	13.4	Mandatory environmental authorisations	35
	 	13.4.1   Regulation relating to Installations classified for environmental
    protection	35
	 	13.4.2   Legionnaires disease	39
	13.5	Administrative authorisations –
    Work	39
	 	13.5.1   Administrative authorisations	40
	 	13.5.2   As-built record	42
	13.6	Root of tile	43
	 	13.6.1   Immediate root of title	43
	 	13.6.2   Earlier root of title	43
	 	13.6.3   Submission of titles	43
	13.7	Mortgage status	44
	 	13.7.1   Mortgage status report:	44
	 	13.7.2   Ancillary agreements on real rights that may encumber the Property
    Complex	44
	 	 	 
	14.       
    FINANCIAL RELATIONS BETWEEN THE PARTIES	44
	 	 	 
	14.1	Pro rata of accounts	44
	 	14.1.1   Lease status	44
	 	14.1.2   Tax: annual tax on offices in the Ile-de-France region	45
	 	14.1.3   Receipt	45
	14.2	Pro rata summary table	45
	14.3	Origin of funds	46
	14.4	Anti-money laundering	46
	14.5	Foreign investments	46
	 	 	 
	15.       
    MISCELLANEOUS PROVISIONS	47
	 	 	 
	15.1	Statutory information	47
	15.2	Affidavit	47
	15.3	Correspondence - Notifications	48
	 	15.3.1   Principle	48
	 	15.3.2   Time frames	48
	 	15.3.3   Governing LAW – JURISDICTION	48


 


 




    	 



    	 



    

 


THE YEAR TWO THOUSAND FIFTEEN


on the twenty-seventh of February


 


In PARIS (17th arrondissement), 72
avenue de Wagram, at the civil law notary's office named hereinafter,


 


Maître Laurent HOSANA, Notary
in partnership of the professional partnership (Société Civile Professionnelle) known as "Bruno CASTERAN, Pierre
CENAC & Laurent HOSANA, notaires associés", holder of a notarial permit in PARIS (17th arrondissement), at 72
avenue de Wagram, 


 


With the participation of Maître
Laurent CASSIGNARD, Notary in PARIS (7th arrondissement), at 1 rue de Monttessuy, assisting the VENDOR


 


Has recorded this deed at the request
of the Parties identified hereunder.


 


This Deed is presented in two parts for
the sole purposes of Land Registry, and the complete Deed constitutes, in all cases, a single and inseparable whole; whether provisions
feature in one or other of the parts of this Deed shall have no bearing on their legal scope.


 


FIRST PART STANDARDISED MORTGAGE DOCUMENT


 


		1.	DEFINITIONS



 


In the body of this Deed, certain terms
carry specific definitions:


 


- "Purchaser" means the company
known as ARC GLOBAL II RUEIL identified more fully in Clause 3.DESCRIPTION OF THE PURCHASER.


 


- "Deed of Sale" means the whole
of the two parts of this deed.


 




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- "Schedule(s)" means the schedule
or schedules hereto of which the numbering corresponds to the Clause numbers. The Parties acknowledge that their initials and
signatures on the documents appended hereto are theirs, wishing that on said account they acquire the same authenticity as if
they had appeared in full in the body of the Deed of Sale.


 


- "Clause" means any clause
hereof.


 


- "Lease" means the lease and
its addenda entered into in connection with the Property Complex and featuring in the Information Package described hereunder.


 


- "Property Complex" or "Property
Complexes" means the Property.


 


- "Information Package" means
all of the documents made available by the Vendor to the Purchaser and its advisers, of which the list is appended hereto in Clause
11.


 


- "Property" means the land,
the buildings thereon, and any equipment deemed immovable, described in more detail in Clause 5 below, the whole of which forms
the subject of this Sale.


 


- "Business Day(s)" means any
day other than a Saturday, Sunday or public holiday, where the banks in Paris or in London (UK) are open for the whole day for
bank transfer transactions such as those required by this Sale; it is specified that if any one of the obligations of the Parties
must be fulfilled on a day that is not a Business Day, it must then be fulfilled on the next Business Day. If any one of the notices
to be given hereunder must be [given] on a day that is not a Worked Day, said notice must then be given no later than the next
Worked Day.


 


- "Tenant" means the current
occupant of the Property Complex pursuant to the Lease.


 


- "Party" means the Vendor or
the Purchaser and "Parties" means both the Vendor and the Purchaser.


 


- "First Part" means the standardised
part of the Deed of Sale containing the information required by Land Registry and for the collection by the tax authorities of
any taxes payable pursuant hereto.


 


- "Hereto" refers to the whole
of the two parts of the Deed of Sale.


 


- "Second Part" means the non-standardised
part of the Deed of Sale containing the information not required by Land Registry or for the collection by the tax authorities
of any taxes payable pursuant hereto.


 


- "Escrow Agent" means


 




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- "Vendor" means the company
known as FONCIERE PARIS SIIC identified in Clause 2.DESCRIPTION OF THE VENDOR.


 


- "Sale" means the subject agreement
of this contract.


 


		2.	DESCRIPTION OF THE VENDOR



 


		2.1	Identification of the Vendor



 


The Company known as FONCIERE DE PARIS
SIIC, Public Limited Company, the registered office of which is in PARIS 7TH DISTRICT (75007), at 43 rue Saint-Dominique,
identified in SIREN under number 331250472 and registered in the Trade and Companies Register of PARIS.


 


		2.2	Powers



 


The Vendor is represented by:


 


Mr Olivier RICHE acting himself as Managing
Director of said Company,


 


Appointed to said position under the terms
of a decision of the Supervisory Board of 20 November 2013, of which a certified true copy has been filed with Maître Laurent
CASSIGNARD, Participating Notary, and having all powers for the purposes of this agreement pursuant to the articles of incorporation.


 


		2.3	Capacity statements



 


The ex-officio representative of the Vendor
declares and guarantees under its responsibility the following information without which the Purchaser would not have contracted:


 


		-	the
                                         Vendor is a duly incorporated and validly existing French company, the description of
                                         which in this Deed is accurate and up to date,



 


		-	the
                                         Vendor is not and has not been the subject of procedures related to the application of
                                         the provisions of Articles L. 611-1 et seq., L. 620-1 et seq., and L. 631-1 et seq. of
                                         the French Commercial Code, relating to safeguarding procedures, insolvency procedures
                                         and the nomination of an ad hoc agent, mediator, administrative receiver or liquidator
                                         pursuant to the provisions cited above,



 


		-	the
                                         Vendor is not the subject of any request for rescission or dissolution,



 




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		-	the
                                         Vendor and its representative have legal capacity and have obtained all approvals and
                                         authorisations from their corporate bodies and, where applicable, from the relevant tax
                                         authorities, and any other approvals or authorisations potentially necessary to enter
                                         into and perform their obligations under the Sale,



 


		-	the
                                         signature and implementation of the Sale by the Vendor does not breach any agreement
                                         or important undertaking to which it is part, or any law, regulation, or administrative,
                                         court or arbitral decision enforceable against it and whose breach could have a negative
                                         impact or prevent the proper fulfilment of the undertakings arising from the Sale.



 


		2.4	Business Address



 


For the performance hereof, the Vendor
nominates its registered office.


 


		3.	DESCRIPTION OF THE PURCHASER



 


		3.1	Identification of the Purchaser



 


The company known as ARC GLOBAL II
RUEIL, a non-trading partnership (société civile) with share capital of €1,000, the registered office of
which is at 12, rue de la Chaussée d’Antin, 75009, identified under management No. 2014D05856, registered in the
Trade and Companies Register of Paris and identified in SIREN under number 808 635 155.


 


		3.2	Powers



 


The Purchaser is represented by:


 


Mr Jamal DUTHEIL, agent, professionally
registered at 37-38 Margaret Street, LONDON W1G 0JF, UK,


 


Pursuant to the powers granted to him
by Mr Graydon BUTLER, manager, acting under the terms of a delegation of powers dated 27 February 2015.


 


Having all powers for the purposes of
this agreement pursuant to the deliberations of the company Shareholders' Meeting held on 27 February 2015.


 


Attached hereto are:


The original copy of the delegation of
power dated 27 February 2015, and


A certified true copy of the minutes of
the company’s deliberations of 27 February 2015.


 


(Schedule 1. – Powers of the Purchaser)


 




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		3.3	Capacity statements



 


The ex-officio representative of the Purchaser
declares and guarantees under its responsibility the following information without which the Vendor would not have contracted:


 


		-	the
                                         Purchaser is a duly incorporated and validly existing French company, the description
                                         of which in this Deed is accurate and up to date,



 


		-	the
                                         Purchaser is not and has not been the subject of measures related to the application
                                         of the provisions of Articles L. 611-1 et seq., L. 620-1 et seq. and L. 631-1 et seq.
                                         of the French Commercial Code, relating to safeguarding procedures, insolvency procedures
                                         and the nomination of an ad hoc agent, mediator, administrative receiver or liquidator
                                         pursuant to the provisions cited above,



 


		-	the
                                         Purchaser is not the subject of any request for rescission or dissolution,



 


		-	the
                                         Purchaser and its representative have legal capacity and have obtained all approvals
                                         and authorisations from their corporate bodies and, where applicable, from the relevant
                                         tax authorities, and any other approvals or authorisations potentially necessary to enter
                                         into and perform their obligations under the Sale,



 


the signature and implementation of the
Sale by the Purchaser does not breach any agreement or undertaking to which it is party, or any law, regulation, or administrative,
court or arbitral decision enforceable against it and whose breach could have a negative impact or prevent the proper fulfilment
of the undertakings arising from the Sale.


 


		3.4	Business Address



 


For the performance hereof, the Purchaser
nominates its registered office.


 


		4.	AGREEMENT



 


The Vendor hereby sells to the Purchaser,
who accepts, the Property Complex described below.


 


The Purchaser hereby accepts the Property
Complex in the state described hereafter in Clause 11, and declares that it has seen and visited the Property Complex and had
the opportunity to carry out any investigations.


 




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The Sale is concluded only under the charges,
conditions and warranties hereby restrictively stated, a number of which are expanded upon in the Second Part.


 


It is specified, pursuant to the standardisation
of the Deed of Sale in two parts, that no charge, condition, representation or warranty appearing in the Second Part shall incur
property or land taxation.


 


		5.	DESCRIPTION OF THE PROPERTY COMPLEX



 


		5.1	Location and cadastral references
                                         of the site 



 


In the municipality of RUEIL-MALMAISON
(92500), at 246-250 route de l'Empereur, 13 avenue Otis Mygath, and 56 rue Henri Regnaud,


 


Land registry details:


 


	Section	 	No.	 	Place	 	Surface
	BK	 	286	 	"11 Avenue Othis Mygatt"	 	00ha 00a 18ca
	BK	 	443	 	"Route de l'Empereur"	 	00ha 02a 17ca
	BK	 	721	 	"Route de l'Empereur"	 	00ha 04a 17ca
	BK	 	723	 	"Route de l'Empereur"	 	00ha 03a 75ca
	BK	 	724	 	"248 Route de l'Empereur"	 	02ha 22a 02ca
	BK	 	727	 	"Route de l'Empereur"	 	00ha 04a 68ca


 


Total: 2ha 36a 97ca


 


Divided as follows:


- plot section BK, plot number 368: section
BK, numbers 720 and 721,


- plot section BK, plot number 370: section
BK, numbers 722 and 723,


- plot section BK, plot number 372: section
BK, numbers 724 and 725,


- plot section BK, plot number 468: section
BK, numbers 726 and 727,


 


This division is the result of a digital
DMPC (amending document of the land registry plot) number 4538P, prepared by RENFERT et VENANT expert surveyor firm in SAINT-DENIS
(93200), registered at 14 rue Albert, verified and recorded by the land registry services on 6 January 2015.


 


A copy of this digital amending document
of the land registry plot is appended hereto with a copy of the division plan.


(Schedule 2. – Copy of the DMPC
and division plan)


 




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A copy of this digital amending document
of the land registry plot shall also be attached to the "extrait cadastral modèle 1", issued by the land registry
and to be filed for publication with the NANTERRE 1 Land Registry Office along with the original copy of the Sale.


 


It is hereby clarified that the Property
Complexes were subject to a system of joint ownership pursuant to a division deed and condominium rules drawn up by Maître
THIBIERGE, Notary in PARIS, on 8 March, and an amendment received by Maître THIBIERGE on 14 November 1973 published at the
NANTERRE 1 Land Registry, 11 January 1974 volume 1220, issue 7.


 


Said division description and condominium
rules were amended as follows:


- Following a deed received by Maître
DAUBLON, Notary in PARIS, on 29 May 1981 published in the NANTERRE 1 Land Registry Office, on 20 July 1981 volume 5054 No. 2,


- Following a deed received by Maître
DAUBLON, Notary in PARIS, on 29 May 1981 published in the NANTERRE 1 Land Registry Office, on 20 July and 31 August 1981 volume
5054 No. 4.


 


Under the terms of a deed received by
Maître CASSIGNARD, on 26 November 2014, published in the NANTERRE 1 Land Registry, on 8 December 2014, volume 2014P No.
7563, it was decided to cancel the division description and condominium rules.


 


		5.2	Description of buildings



 


The Property Complex comprises five main
buildings from the ground floor to the fourth floor on a lower ground floor, connected by walkways,


 


It has 554 parking spaces distributed
in the basement and on the surface.


 


The Property Complex exists with all its
outbuildings and any rights that may be attached thereto, without exception or restriction, inclusive of all immovables.


 


		6.	Relative effect



 


General meeting held on 20 November 2013
approving the merger treaty and the merger treaty dated 20 November 2013.


 


Said merger was completed subject to conditions
precedent. The fulfilment of these conditions as well as the general meeting held on 20 November 2013 and the merger treaty have
been the subject of a deposit deed received by Maître Victor de VERTHAMON on 17 March 2014.


 




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Said merger was the subject of an additional
designation deed received by Maître CASSIGNARD on 26 November 2014, published at the Nanterre 1 Land Registry Office, 8
December 2014, volume 2014P, number 7561.


 


		7.	POSSESSORY TITLE



 


The Purchaser is the owner of the Property
Complex from this day.


 


He also, from this day, holds the title:


- to the collection of rents for the leased
Property Complex under the conditions of the Second Part,


- to taking possession of the Property
Complex free from any tenancy or occupancy.


 


		8.	Price



 


The Sale is granted and accepted on the
basis of the price of SIXTY-SIX MILLION EURO (EUR 66,000,000.00), to be paid by the following means.


 


		8.1	Payment of the purchase price
                                         – Declaration of the origin of funds



 


		A.	Payment of the purchase price
                                         



 


The above agreed price has been paid on
this day in full by the Purchaser to the Vendor, namely:


- an amount equal to SIX MILLION SIX HUNDRED
THOUSAND EURO (EUR 6,600,000.00) immediately by the release in favour of the Vendor of the sum corresponding to the deposit paid
in advance by the Purchaser, from the accounts of the Participating Notary,


- an amount equal to FIFTY-NINE MILLION
FOUR HUNDRED THOUSAND EURO (EUR 59,400,000.00), immediately from the accounts of the Undersigned and Participating Notaries.


 


		B.	Declaration of the origin of
                                         funds 



 


The Purchaser declares that this payment
is made by the following means:


 


- an amount equal to ten million
one hundred thousand Euros (EUR 10,100,000.00) from its personal funds;


 




    	8



    	 



    

 


 


- an amount equal to fifty-five million
nine hundred thousand Euros (EUR 55,900,000.00) using funds borrowed via the Facility (the "Facility"), granted
to it by the company known as DEUTSCHE PFANDBRIEFBAND AG, a German company with share capital of €380,376,059.67,
the registered office of which is located at Freisinger Strasse 5, UNTERSCHLEISSHEIM (85716) (Germany), where it is identified
under number HRB 41054 in Trade Register B of the District Court of Munich (Germany), the French branch office of which is located
at 11, rue Saint-Georges, Paris (75009) and is registered in the Trade and Companies Register of Paris under identification number
487 699 175 RCS Paris, (hereinafter the "Lender"), under the terms of a deed received by Maître Vincent
AUDOIR, Notary in partnership in Paris (8th arrondissement) on 29 December 2014 and a deed received by Maître
Frédéric MARTIN, Notary in partnership in Paris (8th arrondissement) on this day (hereinafter the "Credit
Agreement"), comprising an acquisition sub-tranche of an amount in principal of thirty-five million nine hundred thousand
Euros (EUR 35,900,000.00) (the "Acquisition Sub-Tranche") and an additional tranche of an amount in principal
of twenty million Euros (€20,000,000.00) (the "Additional Tranche"), to partially finance the acquisition
price of the PROPERTY by the Purchaser.


 


Under the terms of the
Credit Agreement, the Purchaser, as borrower, is obliged to use the sums of thirty-five million nine hundred thousand Euros (EUR
35,900,000.00) and twenty million Euros (EUR 20,000,000.00) from the Facility to partially finance the purchase price of the PROPERTY,
so that the Lender may benefit from the lender's lien in relation to the PROPERTY, as well as any constructions, extensions or
improvements that may be made, and all immovables, without exception or restriction, in accordance with the provisions of Article
2374 of paragraph 2 of the French Civil Code.


 


The Vendor gives to
the Purchaser final release and without restriction, the sum of sixty-six million Euros (EUR 66,000,000.00), the payment of which
is detailed above.


 


FOR WHICH RECEIPT IS DULY
GIVEN


 


		C.	Lender's
                                         Lien



 


Following the provisions and declarations
contained in the Credit Agreement referred to above and in the receipt that appears in this deed, both in notarised form, the
Lender is vested by the law of lenders' lien provided for in Article 2374 paragraph 2 of the French Civil Code.


 


Such lender’s lien(s) shall be registered
with the relevant land registry department in the following form:


 


		1)	Under the Acquisition Sub-Tranche:



 




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AS SECURITY FOR


 


	For the sum of thirty-five million nine hundred thousand euro, representing the
    principal	 	€	35,900,000.00	 
	 	 	 	 	 
	Interest and fees of which the ranking is protected by law	 	 	Memorandum	 
	 	 	 	 	 
	Total amounts ancillary to the receivable, (including inter alia but without limitation):
    - (i) agreed fees, - (ii) increased interest payable on any late payment of sums owed, - (iii) indemnities and termination
    costs (all sums owed by way of indemnities, inter alia on Acceleration, damages and penalties, travel costs of the creditor,
    costs associated with the assignment of the receivable after acceleration, costs constituted by fees, recovery costs, procedural
    costs, indemnities payable in the event of an order being handed down...), - (iv) taxes payable in connection with sums
    owed, - (v) insurance premiums, - (vi) costs (costs of procuring a transfer of title, registration costs and registration
    renewal costs, enforcement and recovery costs...), at the rate of eight per cent (8%) of the principal amount, namely:
    two million eight hundred and seventy-two thousand Euros	 	€	2,872,000.00	 
	 	 	 	 	 
	Total to be registered: THIRTY-EIGHT MILLION SEVEN HUNDRED AND SEVENTY-TWO THOUSAND EUROS
    	 	€	38.772.000,00	 



 


For the sole purposes of the formalisation
of this registration, it is hereby specified that the Interest Rate applicable to the Acquisition Sub-Tranche is on this day calculated
at one point six four five per cent (1.645%) per annum.


 


This registration shall remain in force,
in accordance with the provisions of Article 2434 of the French Civil code, until 27 February 2020 and shall not be superseded
by any registration in favour of a third party.


 


		2)	Under the Additional Tranche:



 




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AS SECURITY FOR:


 


	The sum of twenty million Euros, representing the principal	 	€	20,000,000.00	 
	 	 	 	 	 
	Interest and fees of which the ranking is protected by law	 	 	Memorandum	 
	 	 	 	 	 
	Total amounts ancillary to the receivable, (including inter alia but without limitation):
    - (i) agreed fees, - (ii) increased interest payable on any late payment of the sums owed, - (iii) indemnities and termination
    costs (all sums owed by way of indemnities, inter alia on Acceleration, damages and penalties, travel costs of the creditor,
    costs associated with the assignment of the receivable after acceleration, costs constituted by fees, recovery costs, procedural
    costs, indemnities payable in the event of an order being handed down...), - (iv) taxes payable in connection with sums
    owed, - (v) insurance premiums, - (vi) costs (costs of procuring a transfer of title, registration costs and registration
    renewal costs, enforcement and recovery costs...), at the rate of eight per cent (8%) of the principal amount, namely:
    one million six hundred thousand Euros	 	€	1,600,000.00	 
	 	 	 	 	 
	Total to be registered: TWENTY-ONE MILLION SIX HUNDRED THOUSAND EUROS 	 	€	21.600.000,00	 



 


For the sole purposes of the formalisation
of this registration, it is hereby specified that the Interest Rate applicable to the Additional Tranche is on this day calculated
at seven point five four five per cent (7.545%) per annum.


 


This registration shall remain in force,
in accordance with the provisions of Article 2434 of the French Civil code, until 27 February 2017 and shall not be superseded
by any registration in favour of a third party.


 


		8.2	Waiver of the Vendor's lien and
                                         rescissory action 



 


Following payment of the above price,
the Vendor declares the waiver of all lien and rescissory action rights over the Property Complexes.


 




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		9.	TAX



 


		9.1	Exemption from value added tax
                                         in relation to the transfer and no reversal of tax initially deducted



 


The Parties declare that this transfer
is governed by the provisions of Article 257 bis of the French General Tax Code, which provides for the fact that the supply of
goods and services are exempt from Value Added Tax (hereinafter referred to as "VAT") provided that they are provided
by VAT tax payers at the time of full or partial transfer of the goods.


 


Based on the provisions set out in the
BOFIP under the reference BOI – TVA – CHAMP – 10-10-50-10-20121001 and in particular an advance ruling (rescrit)
number 2006/34 published on 12 September 2006, “the tax exemption applies to assignments of properties attached to a
real property leasing activity with take-over or re-negotiation of leases in progress between two lessors who owe VAT for said
activity insofar as said assignments come within the scope of a logic of transfer of undertaking or of restructuring carried out
in favour of a person who intends operating the general [assets] transferred.”


 


In addition, under the terms of a second
tax rescrit number 2006/58 published on 26 December 2006, also set out in BOFIP under reference BOI-TVA-CHAMP-10-10-50-10-20121001,
it is specified that: “the assignment of a property posted under the fixed assets of an undertaking which had assigned
it for the implementation of a real property leasing activity, with take-over, with or without negotiation, of the lease(s) in
progress, must be considered to have taken effect in the scope of the general transfer of assets as in said case, the transfer
in question comes within the scope of a logic of transfer of undertaking.”


 


In this regard:


 


The Vendor declares and guarantees:


 


•   that
the Property Complexes are registered under fixed assets on its balance sheet;


•   that
the Property Complexes are for leasing and have never ceased to be assigned to a leasing activity;


•   that
it has opted for VAT on rents collected and that it operates the Real Property Assets and Rights in accordance with Article 260-2°
of the French General Tax Code, appended hereto after reference.


 


(Schedule 3. - Vendor VAT Option)


 




    	12



    	 



    

 


The Purchaser:


 


•   undertakes
to register the Property Complexes under fixed assets on its balance sheet,


•   undertakes
to take over and continue the leasing activity that the Vendor currently carries on;


•   undertakes
to opt for VAT on the rents generated by the Property Complexes in accordance with the provisions of Article 260-2° of the
French General Tax Code,


•   represents
that it is not purchasing the Property Complexes, on today's date, with the intention of re-selling them,


•   represents
that it has been fully informed that under the provisions of the aforementioned Article 257 bis, it is deemed the successor of
the Vendor and shall thus be liable, where applicable, for making the adjustments that may become due and payable after the Sale
and which would have been incumbent on the Vendor if the latter had continued to operate the Property Complexes.


 


As a consequence of the aforementioned
representations and undertakings, the transfer shall be fungible with a general transfer of assets as provided for under the provisions
of Article 257 bis of the French General Tax Code relating to VAT.


 


The Vendor shall thus not be required
to repay to the Tax Authorities a fraction of the VAT actually deducted during the period of use of the Property Complexes, as
provided for under the provisions of Article 207 in schedule II of the French General Tax Code. The Purchaser shall thus not repay
the amount of said VAT to the Vendor.


 


The Vendor has on
this day provided to the Purchaser, who acknowledges such, a statement of VAT deductions performed in relation to the Property
Complex, so as to allow the Purchaser to carry out, where required, the VAT adjustments described in Article 257 bis of the aforementioned
French General Tax Code.


 


The Parties shall cite on their respective
revenues tax return (CA3) the amount of the assignment covered by the tax exemption and the adjustment provided for in the aforementioned
Article 257 bis on the line “other non-taxable transactions”


 


In the event the authorities call this
adjustment payment exemption in question, such that the Vendor is obligated to pay back the amount of the VAT to be paid to the
tax authorities, the Purchaser undertakes to pay to it said amount against delivery of the attestation provided for in Article
207 in schedule II of the Tax Code which transfers the rights to the deductibility of said amount to it. The Vendor shall thus
bear alone the expenses following said adjustment payment.


 


It is also specified that in the event
the tax authorities call the Purchaser’s total or partial right of deduction into question for any reason whatsoever which
would be attributable to the Vendor, the Vendor must repay the non-deductible VAT either unduly transferred to the Purchaser or
rectified and made payable by the Purchaser.


 




    	13



    	 



    

 


		9.2	Transfer Regime



 


		9.2.1	With regard to VAT



 


With regard to VAT, the Vendor repeats
the declaration:


 


		-	that
                                         it is subject to VAT within the meaning of Article 256 A of the French General Tax Code
                                         and that it will act as such in relation to this transfer;



		-	that
                                         the Property Complex has been completed for more than 5 years as at the date hereof,
                                         such that its transfer is exempt from VAT pursuant to the provisions of Article 261 5,
                                         2° of the French General Tax Code;



		-	that
                                         it does not wish to exercise the option offered by 5° bis of Article 260 of the French
                                         General Tax Code for this transfer to be subjected to VAT;



		-	and
                                         consequently that this transfer is not subject to VAT.



 


		9.2.2	With regard to registration
                                         rights



 


The Property Complex has been completed
for more than five years.


 


Consequently, the Sale shall be subject
to the "Contribution de Sécurité Immobilière" (property transaction formalities fee) at the ordinary
tax rate provided for by Article 1594 D of the French General Tax Code based on the price of SIXTY-SIX MILLION EURO (EUR 66,000,000.00)


 


The land registry tax calculation is based
on the sale price of the Property Complexes, namely the sum of 66,000,000.00 Euros


 


Therefore a taxable base of €66,000,000.00.


 


		9.2.3	Tax calculation 



 


	 	 	Amount to be paid:	 
	 	 	 	 
	€66,000,000.00 x 4.50% =	 	€  	2,970,000.00	 
	€66,000,000.00 x 1.20% =	 	€	792,000.00	 
	€2,970,000.00   x 2.37% =	 	€	70,389.00	 
	 	 	 	 	 
	TOTAL	 	€	3,832,389.00	 



 




    	14



    	 



    

 


		9.3	Property capital gain 



 


To meet the requirements of Article 74
SJ of Schedule II of the French General Tax Code, the Vendor represents, under its sole responsibility, that:


 


- the price of this
sale is €66,000,000.00,


- it acquired, for
a fee, the Property Complex subject hereof, following the merger treaty dated 20 November 2013 filed with Maître VERTHAMON,
Notary in PARIS, on 17 March 2014; said treaty has been published under the terms of an additional deed dated 26 November 2014
received by Maître Laurent CASSIGNARD, Notary in PARIS, and under said deed the Property Complexes have been valued for
"Contribution de Sécurité Immobilière" purposes at €66,000,000.00.


- for its income
tax declarations, it relies upon Grandes Enterprises registered at 8 rue Courtois, PANTIN, identified under number 331 250 472,


- it has the status
of listed property company (SIIC regulations) as provided for by Article 208 C of the French General Tax Code.


 


		10.	LAND REGISTRY - OTHER PUBLICATIONS



 


		10.1	Land Registry



 


This document shall be published at the
Land Registry Office of the area in which the Property Complex is located.


 


		10.2	Single formality



 


This document is subject to a single formality.


 


		10.3	Nomination of business address
                                         for land registry purposes – Powers for compliance with formalities



 


		10.3.1	Business address:



 


For land registry purposes and related
postal communication and correspondence, the business address nominated by the Parties is the Notary Office specified above.


 


For mortgage entries to be validated in
relation hereto, a specific business address has been nominated as the office of Maître Vincent AUDOIR, Notary in Paris
(8th arrondissement), at 5 rue Alfred de Vigny.


 




    	15



    	 



    

 


		10.3.2	Powers for compliance with
                                         formalities



 


For the purposes of compliance with land
registration formalities, the Parties, acting in their mutual interests, hereby grant all necessary powers to any authorised sworn
clerk of the Notary Office specified above, with the option to act collectively or individually, to produce and sign any supplementary
or corrective or amending documents hereto, to ensure that these comply with all mortgage, cadastral and civil status documents.


 


END OF STANDARDISED PART


 




    	16



    	 



    

  


SECOND PART


 


		11.	CONTEXT OF THE TRANSACTION



 


		11.1	Economics of the transaction



 


The Vendor represents that its Information
Package contains all of the information and documents in its possession relating to the legal, technical, tax, environmental and
administrative status of the Property Complexes


 


The list of documents contained the Information
Package is appended hereto.


 


(Schedule 4. – List of Information
Package contents).


 


The Vendor has made available to the Purchaser,
prior to the signing hereof, assisted by its advisers, the Information Package, in order to allow it to assess the Property Complexes,
to carry out its own investigations and to understand the legal, technical, tax, environmental and administrative status of said
Property Complexes, which the Purchaser expressly acknowledges.


 


The Purchaser represents that it has,
itself or in the company of any experienced property experts, technicians or professionals and external advisers chosen and appointed
by it, carried out an examination of the legal, tax, administrative, environmental and technical status of the Property Complexes.
This examination specifically includes visits to the Property Complexes. Moreover, following the review of the Information Package,
it was able to put additional questions to the Vendor.


 


The Purchaser represents that the Vendor’s
capacity and the provision of the Information Package were determining factors in its option to formally record this agreement.


 


The Purchaser acknowledges (i) that this
purchase shall be made without it being able to claim any warranty whatsoever from the Vendor, (ii) that it shall personally attend
to the constraints, substandard performances and apparent or hidden defects of any kind of the Assets as it undertakes not to
sue the Vendor in said respect, (iii) subject to the statutory warranties that the Vendor cannot escape, (iv) and subject to the
benefit of the sole representations and warranties expressly and restrictively stipulated hereunder and in the Deed of Sale to
be formally recorded to perform this agreement.


 


The Parties also represent that the agreements
contained in this statement are an integral part of this Deed which forms an indivisible and inseparable whole with the agreements.


 




    	17



    	 



    

  


		11.2	Substitution in the benefit of
                                         the Promise to Sell



 


The conditions hereof were originally
drawn up between the Vendor and the company known as ARC GLOBAL (LUXEMBOURG) HOLDINGS SARL, a Luxembourg company with share capital
of 12,500 Euros, the registered office of which is in Luxembourg (L-1742), at 9A boulevard Prince Henri, registered in the Trade
and Companies register of Luxembourg under number B 190960, following a notarised preliminary contact received by Maître
Laurent CASSIGNARD, Participating Notary, with the participation of Maître Laurent HOSANA, Undersigned Notary, dated 15
October 2014.


 


Under the terms of this deed, ARC GLOBAL
(LUXEMBOURG) HOLDINGS SARL has paid, by way of guarantee deposit, the sum of THREE MILLION THREE HUNDRED THOUSAND EURO (EUR 3,300,000.00).


 


Under the terms
of an Amendment No. 1 dated 15 October 2014 in PARIS, received by Maître Laurent CASSIGNARD with the participation of Maître
Laurent HOSANA, it replaced the company ARC GLOBAL HOLDCO LLC, Limited Liability Company of the state of DELAWARE (USA), the registered
office of which is The Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, 19808, DELAWARE (USA), identified
with the Secretary of State of DELAWARE, where it is registered under reference 5219363.


 


This substitution was granted under the
condition that a legal opinion was produced prior to 31 December 2014, confirming that company ARC GLOBAL HOLDCO LLC was not the
subject matter of an insolvency procedure.


The Vendor represents that this condition
has since been satisfied.


 


This deed also provided for an option
of substitution.


 


Under the terms of
an Amendment No. 2 dated 29 January 2015 in PARIS, received by Maître Laurent CASSIGNARD, with the participation of Maître
Laurent HOSANA, it was specifically agreed between the Vendor and the company ARC GLOBAL HOLDCO LLC:


- that the company
ARC GLOBAL HOLDCO LLC shall pay an additional deposit of THREE MILLION THREE HUNDRED THOUSAND EURO (EUR 3,300,000.00),


- that the sale completion
date be extended to no later than 27 February 2015,


- that the conditions
precedent of the substitution contained in Amendment No. 1 had since been satisfied.


 




    	18



    	 



    

 


 


Following a substitution
agreement dated 13 February 2015, the above company ARC GLOBAL HOLDCO LLC replaced the above company ARC GLOBAL (LUXEMBOURG) HOLDING
SARL.


This agreement specified that any sum
paid as locking-in compensation or guarantee deposit shall be the subject matter of a direct settlement between said companies.


 


Following a substitution
agreement dated 27 February 2015, the above company ARC GLOBAL (LUXEMBOURG) HOLDINGS SARL was substituted by the Purchaser hereof.


This agreement specified that any sum
paid as locking-in compensation or guarantee deposit shall be the subject matter of a direct settlement between the substitute
and the Purchaser.


 


		11.3	Novation



 


It is agreed by the Parties that the provisions
of the Deed of Sale expressly form novation to any agreement or arrangement whatsoever that may be the result of email or postal
correspondence prior to the signing hereof.


 


		11.4	Confidentiality



 


No Party shall make any public announcement
(by means of a published statement or any other means) relating to the existence, content or subject hereof, without the prior
written approval of the other Party.


 


However, each Party may proceed with such
an announcement, without the approval of the other Party, should the publication be required by law or under any regulation.


 


		11.5	Costs



 


		11.5.1	Principles 



 


The Purchaser shall pay the fees, costs
and rights arising from this Deed and its consequences.


 


		11.5.2	Intermediary fees



 


Each Party shall pay only the sums that
may be due to an intermediary that it has appointed pursuant hereto, such that the other shall never be troubled nor pursued.


 




    	19



    	 



    

  


		11.5.3	Expenditure



 


Aside from the costs associated with this
Deed of Sale, each Party shall pay its own costs, fees and expenditure (including, without limitation, the expenditure and costs
of its accounting, tax and legal advisers) incurred under the preparation and negotiation hereof.


 


		12.	USE OF THE PROPERTY COMPLEXES



 


		12.1	Lease status



 


		12.1.1	Presentation of the lease status



 


The Property Complex is leased to the
Tenant in accordance with the Lease.


 


The Purchaser expressly exempts the Undersigned
Civil Law Notary from setting forth all terms and conditions of the Lease and all documents relating to the lease status of the
Property Complex as they appear in the Information Package, declaring that it is familiar with these and shall personally attend
thereto.


 


 


Subject to the contents of the Information
Package, the Vendor represents that:


		-	no
                                         sub-letting or business address has been agreed or authorised by it,



		-	It
                                         has not entered into any agreement with the Tenant other than the Lease specified in
                                         the Information Package,



		-	The
                                         Tenant is up to date with the payment of rent and charges under the Lease,



		-	The
                                         Tenant has not served any notice of leaving.



 


The Purchaser expressly exempts the Undersigned
Civil Law Notary from setting forth all terms and conditions of agreement as it represents that it is perfectly familiar with
same having received copies thereof prior to today’s date.


 


The Purchaser is subrogated by the Vendor
from this date in all its rights and obligations under the Lease. The Vendor acknowledges that from this date, it loses its capacity
as lessor and consequently is forbidden from interfering in any manner whatsoever in the contractual relations between the Purchaser
and the Tenants, except where stated otherwise in Clause 12.1.4 and the succeeding paragraph.


 


Reservation is made by the Vendor for
any sums that may be due to it under rental payments, indemnities or charges relating to a period prior to the Purchaser taking
possession.


 


The Vendor provides on this day to the
Purchaser, the original copy of the Lease, for which the latter acknowledges receipt.


 




    	20



    	 



    

  


The Purchaser undertakes to notify the
Tenants of the transfer of the Property Complex within ten (10) Business Days from this day.


 


		12.1.2	Guarantee deposits



 


The CREDIT DU NORD has issued the Vendor
with a stand-alone first demand guarantee, dated 14 June 2012, for an amount corresponding to 3 months’ rent, excluding
taxes, to guarantee it the payment of any amounts that the Tenant might owe to it.


 


This guarantee was the subject matter
of the addenda dated 28 January 2013, 2 October 2014 and 28 October 2014.


 


The Vendor provides on this day to the
Purchaser, the original of the guarantee and its addenda 2 and 3, for which the latter confirms receipt.


 


		12.1.3	Pro rata of rents



 


The current total amount of annual rent
excluding taxes and charges is €4,921,371.


The Vendor has received the total amount
of rent due for the month of February 2015.


 


The Parties have on this day calculated
the pro rata rent paid by the Tenant owed to the Purchaser for the period between this day and the last day of the current month.


 


The Vendor shall today pay to the Purchaser,
via the accounts of the Undersigned and Participating Notaries, the amount of pro rata rent excluding taxes paid by the Tenant
and owed to it, as it is indicated below in Clause 14.1.1A, namely the amount of TWENTY-NINE THOUSAND TWO HUNDRED AND NINETY-THREE
EURO AND EIGHTY-EIGHT CENTS (EUR 29,293.88).


 


		12.1.4	Charges – Adjustment



 


		a)	Adjustment of charges in relation
                                         to previous years



 


The Vendor shall personally attend to
the adjustment of charges for previous years.


 


		b)	Adjustment of charges non-recoverable
                                         from Tenants for the current year



 


Non-recoverable charges likely to arise,
as the case may be, due to legal or regulatory provisions and contractual stipulations shall be divided pro rata temporis between
the Parties, namely:


 




    	21



    	 



    

 


 


- the non-recoverable charges for the
period prior to the Sale shall be borne by the Vendor;


 


- the non-rechargeable charges for the
period after the Sale shall be borne by the Purchaser.


 


Said allocation shall be made directly
between the Parties concomitantly with the adjustment of rechargeable rental charges.


 


The Parties shall come together at the
end of the year to jointly determine the amount of non-rechargeable charges and payments to be made in order to comply with the
aforementioned time apportionment allocation rule.


 


		c)	Adjustment of charges recoverable
                                         from Tenants for the current year



 


A table has been drawn up by the Vendor
and relevant to the date hereof, presenting a calculation of interim payments for charges and work collected from the Tenant since
1 January of the current year less the recoverable expenditure paid or to be paid by the Vendor for the same period, as well as
the associated supporting documents.


 


(Schedule 5. – Calculation of interim
payments for charges and recoverable expenditure paid or to be paid)


 


This calculation shows a positive balance
of the sum of TWO HUNDRED AND FORTY-SIX THOUSAND EIGHT HUNDRED AND EIGHTY-FOUR EURO AND NINETY-FOUR CENTS (EUR 246,884.94), repaid
to the Purchaser as indicated hereafter in Clause 14.1.1B.


 


In the event that the charges and taxes
owed by the Tenant for the period after the Sale are paid to the Vendor after said date, it undertakes to refund them to the Purchaser
within fifteen (15) Calendar Days of the cashing in thereof.


 


The Purchaser shall personally attend
to the presentation of charges for the year 2015. It shall call from or pay to the Vendor, its share.


 


		12.2	Contracts and utility contracts



 


The Vendor represents that it has not
granted any display concession or authorisation to install a relay aerial on the Property Complexes to anyone whomsoever and in
any form whatsoever. The Vendor has cancelled, at its own cost and its own responsibility, any management contract into which
it may have entered in relation to the Property Complexes.


 




    	22



    	 



    

 


 


The Vendor has provided to the Purchaser
within the Information Package, all service and maintenance contracts relating to the Property Complexes.


 


The Purchaser shall personally attend
to the continuation or termination of said contracts.


 


The Vendor recalls that there is no employment
contract in place linking it directly with persons employed for the maintenance, security or operation of the Property Complex,
pursuant to the provisions of Article L. 1224-1 of the French Employment Code.


 


		12.3	Public access building



 


The Vendor declares that the Property
Complexes do not come under the law on Public Access Buildings


 


		12.4	Construction insurance



 


		12.4.1	Contract



 


The Vendor represents that the Property
Complexes are covered by a valid Builder's and Contractor's liability insurance, taken out in relation to the works that gave
rise to the building permit and prior declarations referred to above in Clause 13.1.2 Particulars of documents obtained, and that
there are no proceedings pending in relation to the implication of liabilities related to the ten year warranty.


 


The Vendor has taken out with AVIVA ASSURANCES,
having its registered office at Bois Colombes 92271, 13 rue du Moulin Bailly, a global site insurance contract No. 75 067 861
on 23 October 2008 which took effect on 25 August 2008.


 


This insurance contract was the subject
of a "of which this deed" on 4 December 2008.


 


The Vendor has paid the final premium
related to said insurance contract, as confirmed by an attestation issued by AVIVA ASSURANCES on 18
September 2014 under the terms of which the Company stated that the date of receipt taken into account by its services was 24
March 2009.


 


Appended hereto after reference is a copy
of:


- the special conditions of the global
site insurance contract,


- the "of which this deed"


- the attestation dated 18
September 2014.


 


(Schedule 6. – Special conditions,
"of which this deed" and attestation)


 




    	23



    	 



    

 


 


The Purchaser represents that it is fully
familiar with the related documents that it has received in the Information Package and represents that it will personally attend
thereto.


 


In accordance with Articles L. 242-1 of
the French Insurance Code and 1646-1 of the French Civil Code, the Purchaser is subrogated in the rights of the Vendor under the
above insurance and under the property developers' civil liability policy.


 


		12.4.2	Ongoing insured event



 


The Vendor represents that on this day
there is no ongoing insured event in relation to the Property Complex.


 


As a result of the foregoing, the Purchaser
acknowledges that it is well informed of the status of the Property Complex with regard to construction insurances taken out to
cover the Property Complex and represents that it will personally attend thereto, without recourse against the Vendor.


 


		13.	INFORMATION RELATING TO THE PROPERTY
                                         COMPLEXES



 


		13.1	Urban planning



 


		13.1.1	Principle



 


The Purchaser shall personally attend
to, without recourse against the Vendor, the urban planning easements that may and might encumber the Property Complex or arise
under laws, decrees or rulings in force or regional or local planning, extension or improvement plans.


 


		13.1.2	Particulars of documents obtained
                                         



 


Appended hereto are the following documents
for which the Purchaser acknowledges awareness both by its reading thereof and after consideration itself of the administrative
documents as part of its examination of the Information Package:


		-	urban
                                         planning memorandum issued by the Mayor of Rueil-Malmaison on 6 November 2014,



		-	urban
                                         planning certificate issued by the Mayor of Rueil-Malmaison on 24 November 2014,



		-	quarry
                                         memorandum dated 29 October 2014,



		-	site
                                         plan.



 


(Schedule 7. – Urban planning documents)


 




    	24



    	 



    

 


 


The Purchaser:


 


		(i)	Expressly undertakes to personally
                                         attend to the payment of charges, fulfilment of requirements and compliance with public
                                         easements and other administrative limitations of the ownership rights referred to in
                                         this document of a purely informative nature, and of which it represents that it is aware;



		(ii)	acknowledges that the Undersigned
                                         Notary has provided to it all additional clarifications on the scope, extent and effects
                                         of said charges, requirements and administrative limitations;



		(iii)	represents that it has never
                                         obtained an urban planning certificate or the possibility of carrying out work, requiring
                                         the prior obtaining of a building permit, a condition hereof.



 


The Purchaser represents that it is perfectly
aware of the above, and discharges the Vendor from any obligations thereto, and shall personally attend thereto.


 


		13.1.3	Mines and quarries



 


Pursuant to the provisions of Article
L. 154-2 of the French Mining Code, cited hereafter:


 


Article L. 154-2 of the French Mining
Code:


 


“The vendor of land on the depths
of which a mine has been in use is obliged to inform the purchaser in writing thereof. It shall also inform it, to the best of
its knowledge, of the dangers or significant drawbacks that may result from the use thereof.


 


In the absence of this information, the
purchaser may decide to cancel the sale, or to negotiate a part of the purchase price. It may also request, at the cost of the
vendor, the removal of the dangers or drawbacks that compromise the normal usage of the land, as long as the cost of this removal
is not disproportional to the purchase price.


 


The provisions of this Article also apply
to any form of property transfer other than a sale.”


 


The Vendor represents that to the best
of its knowledge, no mine or quarry present or past is or has been in use in the depths of the Property Complex.


 


		13.1.4	Collective sanitation



 


The Vendor represents that the Property
Complexes are connected to the public water network, but does not guarantee the compliance of the existing connection.


 




    	25



    	 



    

 


 


		13.1.5	Urban pre-emptive right



 


This disposition gives rise to the pre-emptive
right established by Articles L. 211-1 et seq. of the French Town Planning Code.


 


The Vendor has offered to the pre-emptive
right holder, the option to exercise the pre-emptive right of which this deed is the event giving rise, as confirmed by a declaration
of intent to assign sent to the City of Rueil-Malmaison by registered letter with acknowledgement of receipt.


 


In a letter dated 6 November 2014, the
holder of the pre-emptive right has confirmed its decision not to exercise this pre-emptive right.


 


The original of this letter is appended
hereto after reference with a copy of the aforementioned declaration of intent to assign.


 


(Schedule 8. - Return letter of DIA dated
6 November 2014).


 


		13.2	Terms and conditions



 


The Sale is granted and accepted under
the following terms and conditions.


 


		13.2.1	Quiet enjoyment



 


The Purchaser shall benefit from quiet
enjoyment as provided for by Articles 1626 et seq. of the French Civil Code.


 


The Vendor represents:


		·	that,
                                         on today’s date, there is no legal action for rescission, cancellation, requisition
                                         or compulsory purchase that may impair the right of disposal.



		·	that,
                                         on today’s date, there is no non-cleared pre-emption right and any legal action
                                         that may impair the right of disposal.



		·	that
                                         it has not conferred upon any person other than the Purchaser any right whatsoever arising
                                         from a preliminary contract, a letter of engagement, a preferential or pre-emptive right,
                                         a temporary lock-up clause, and that in general there is no impediment to this Sale.



 




    	26



    	 



    

 


		13.2.2	Conditions of Sale



 


		A.	State of the Property Complex



 


The Property Complex is, subject to the
provisions of this deed, sold, as accepted by the Purchaser, in the state in which it is found on this day without any warranty
by the Vendor in particular in relation to the nature and state of the ground and sub-soil. The Purchaser may not bring any legal
action for amounts paid by mistake (répétition) against the Vendor in this regard, aside from what may be specified
hereunder.


 


		B.	Taxes and charges



 


The Purchaser shall, from this day, pay
the taxes, contributions and charges of any nature to which the Property Complex is or may be subject in accordance with the tax
regulation in force; however, although still the sole responsibility of the owner on the date of 1 January, it is expressly agreed
that the property tax, household refuse tax and annual tax on offices in the Ile-de-France region shall be divided prorata temporis
between the Vendor and the Purchaser, should they not have been recovered from the Tenants.


 


In the case of the property tax and the
household refuse tax:


 


The Purchaser undertakes to repay to the
Vendor, in relation to the Property Complex for the year 2015, full amount of property tax and household refuse tax, these being
fully recoverable from the Tenant.


 


The Vendor shall send to the Purchaser,
upon its receipt thereof, a copy of the notice of taxes due relating to these taxes that shall be issued for the year 2015. This
repayment, as defined above, shall be made within ten (10) Business Days from the day of receipt by the Purchaser of the aforementioned
notice of taxes due.


 


Following this repayment, the Purchaser
shall be subrogated in the right to require from the Tenants the payment of the property tax and the household refuse tax owed
by them for the year 2015.


 


In the absence of payment by the Purchaser
within the aforementioned ten (10) Business Days, the Purchaser shall be liable for interest of one per cent (1%) for each month
of default, payable to the Vendor.


 


In the case of the annual tax on offices
in the Ile-de-France region:


 


The Vendor represents that it has made
within the legally prescribed time frame, the declaration of annual tax on offices in the Ile-de-France region for the year 2015,
and the payment thereof.


 


A copy of the declaration form and proof
of the payment of this tax is appended hereto after reference.


 




    	27



    	 



    

 


 


(Appendix 9.:
– Office tax 2015 declaration form and proof of its payment)


 


The Purchaser refunds to the Vendor on
this day via the accounts of the Undersigned and Participating Notary, as it has indicated below in Clause 14.1.2, part of the
annual tax on offices in the Ile-de-France region for the year 2015 in relation to the Property Complex, to the sum of TWO HUNDRED
AND SEVENTY-SIX THOUSAND ONE HUNDRED AND SEVENTY-EIGHT EURO AND EIGHTY-TWO CENTS (EUR 276,178.82).


 


As a result of this payment, the Purchaser
is subrogated in the right to require from the Tenant the repayment of the annual tax on offices in the Ile-de-France region owed
by it for the year 2015, this tax being recoverable from the Tenant.


 


The balance of this tax shall be payable
by the Purchaser to the Vendor on or before 31 March 2015.


 


The Parties agree that the newly established
additional tax on parking spaces in the Ile-de-France region shall be declared and paid by the Purchaser within the legally prescribed
time frame, namely prior to 1 September 2015.


 


		C.	Insurance



 


1/ Reminder of legal provisions


 


The Undersigned Notary reminds the Parties
that Article L. 121-10 of the French Insurance Code specifies the following:


 


"In the event (...) of assignment
of an insured item, the insurance shall automatically continue in favour (...) of the purchaser (...). The purchaser, however
(...) is permitted to cancel the contract".


 


2/ Agreement between the Parties


 


it is agreed between the Parties:


 


		(i)	that the Vendor shall personally
                                         attend to, such that the Purchaser shall never be troubled nor pursued in relation thereto,
                                         the cancellation of fire and other risk insurances taken out by it, pursuant to the mandate
                                         hereby granted to it by the Purchaser,



 


		(ii)	that the Purchaser shall personally
                                         attend to, at its own risk, the taking out of a new insurance policy.



 




    	28



    	 



    

 


 


		D.	Disputes and proceedings



 


The Vendor represents that it is not party
to any pending court, arbitral or administrative proceedings in connection with the Property Complexes and that it has not received
any notification or any letter containing a claim or an order in relation to the Property Complexes.


 


		13.2.3	Easements



 


The Purchaser shall accept all negative,
contractual or statutory, apparent or hidden, continuous or discontinuous easements that may and might encumber the Property Complex,
except to challenge them and to enjoy positive easements, if any, at its own risks, without claim against the Vendor without this
clause giving third parties more rights that they can prove under lawful title which is not time-barred or by law.


 


The Vendor represents that it has not
granted any easement to the Property Complexes and that as far as it is aware it is not encumbered by any easement other than
those arising from:


		-	The
                                         natural situation of the premises,



		-	The
                                         law.



 


Moreover, the Purchaser shall personally
attend to all easements, obligations and constraints of an administrative nature and to town planning rules applicable to the
Property Complexes as well as to the statutory or administrative easements and easements arising from the natural situation of
the premises for the period after its purchase of the Property Complexes without any claim against the Vendor.


 


		13.3	Technical Surveys



 


		13.3.1	Technical survey file / General
                                         provisions



 


		A.	Review of texts



 


The Parties represent that they are perfectly
familiar with the provisions of Articles L. 271-4 to L. 271-6 of the French Building and Housing Code (Code de la Construction
et de l’Habitation) relating to the technical survey file (hereinafter the “Technical Survey File”) which must
be appended to the notarised deed of sale of all or part of a developed property.


 


		B.	Contents of the Technical Survey
                                         File



 


The fact-finding reports, reports and
surveys (hereinafter the “Reports”) constituting the Technical Survey File are the following:


 




    	29



    	 



    

 


		1.	The fact-finding report of the risk of exposure to lead provided
                                         for in Articles L. 1334-5 and L. 1334-6 of the French Public Health Code.



		2.	The report mentioning the presence or absence of materials or products
                                         containing asbestos provided for in Article L. 1334-13 of the Public Health Code,



		3.	The report on the presence of termites in the building provided
                                         for in Article L. 133-6 of the French Housing and Construction Code.



		4.	The report on the interior gas installation provided for in Article
                                         L. 134-6 of the French Housing and Construction Code.



		5.	Report on natural, mining and technological
                                         hazards provided for in paragraph 2 of I of Article 125-5 of the French Environmental
                                         Code, in the zones cited in said I of said Article.



		6.	The energy efficiency survey provided for in Article L. 134-1 of
                                         the French Housing and Construction Code.



		7.	The report on the indoor electrical installation provided for in
                                         Article L. 134-7 of the French Housing and Construction Code.



		8.	The survey of the non-public sanitary
                                         facilities provided for in Article L. 1331-11-1 of the French Public Health Code.



 


		C.	Statement of the Reports –
                                         Liability – Subrogation 



 


The contact details of the authors of
said Reports and the dates when they were drawn up are mentioned in the articles relating to the relevant regulations.


 


The Vendor recalls that, as far as it
is aware, the Reports which together constitute the Technical Survey File were drawn up by persons with qualifications and with
an organisation and suitable means as defined in Article L. 271-6 of the Building and Housing Code.


 


The Vendor does not warrant the content
of the Reports constituting the Technical Survey File drawn up under the sole responsibility of their authors.


 


In addition, the Vendor represents that
it subrogates the Purchaser, which it accepts, in rights and legal actions with regard to the authors of said Reports.


 


		13.3.2	Anti- lead poisoning / Fact
                                         finding of the risk of exposure to lead



 


		A.	Review of texts



 


The Parties represent that they are perfectly
familiar with the provisions of Articles L. 1334-1 to L. 1334-12 and R. 1334-1 to R. 1334-13 of the French Public Health Code
(Code de la Santé) relating to the combating of lead poisoning.


 


		B.	Non application of the regulations



 




    	30



    	 



    

 


As the Property Complex has no part for
residential use, it does not fall within the scope of anti-lead poisoning regulations.


 


		C.	Declarations 



 


The Vendor represents that to be the best
of its knowledge, no occupant of the Property Complex has suffered from lead poisoning.


 


The Purchaser represents that it will
personally attend, without recourse against the Vendor, to the potential existence of lead in the Property Complex and to any
risks of exposure to lead and all consequences of any nature that may arise therefrom.


 


		13.3.3	Conditions relating to the
                                         law on termites and other wood-eating insects / Report on the presence of termites



 


		A.	Review of texts



 


The Parties represent that they are perfectly
familiar with the texts applicable to the protection of purchasers and owners of properties against termites and other wood-eating
insects and, in particular, the provisions of Act No. 99-471 of 8 June 1999 codified in Articles L. 133-1 to L. 133-6 of the Building
and Housing Code relating to the combating of termites.


 


		B.	Report on the presence of termites



 


The Vendor has provided to the Purchaser
a report on the presence of termites, as provided for in Article L. 133-6 of the French Housing and Construction Code (hereafter
"the Termites Report") prepared on 23 September 2014 by the company known as BHA Environnement, the registered office
of which is in CACHAN (94230), at 86 rue du Colonel Fabien, which has proved its legality in light of Article L. 271-6 of the
French Housing and Construction Code by the production of a solemn attestation drawn up in accordance with Article R. 271-3 of
said Code.


It has also proved its professional qualifications
by means of a certificate of qualification drawn up by an accredited body and insurance covering its professional liability.


 


A copy of the Termites Report is appended
hereto after reference.


 


(Schedule 10. – Parasite Report)


 




    	31



    	 



    

 





		13.3.4	Asbestos regulations 



 


		A.	Review of texts



 


The Parties represent that they are perfectly
familiar with the provisions of Articles L. 1334-13 and R. 1334-14 to R. 1334-29 of the French Public Health Code applicable to
developed properties whose building permit was issued prior to 1 July 1997 and relating to asbestos.


 


Said provisions describe, in relation
to asbestos, the obligations incumbent on owners of developed properties.


 


Said obligations relate to:


 


		-	the
                                         search for the presence of flocking, lagging and false ceilings containing asbestos in
                                         relation to the date of the building permit of the relevant properties (Articles R. 1334-15
                                         and R. 1334-16 of the French Public Health Code);



		-	the
                                         presentation of the technical asbestos file (hereafter the "Technical Asbestos File")
                                         (Articles R. 1334-25 to R. 1334-26 of the French Public Health Code). Once it has been
                                         drawn up, the Technical Asbestos File shall satisfy the obligation to search for the
                                         presence of flocking, lagging and false ceilings.



		-	the
                                         production of a report confirming the presence or absence of materials containing asbestos
                                         (hereafter the Asbestos Report) (Article R. 1334-24 of the French Public Health code)
                                         upon the sale of a building.



		-	when
                                         there is a Technical Asbestos File, the summary sheet contained in the Technical Asbestos
                                         File constitutes the Asbestos Report.



 


		B.	Technical Asbestos File / Asbestos
                                         Report



 


The Vendor has provided to the Purchaser,
a research and survey report on the conservation of materials and products containing asbestos prepared on 3 April 2014 by the
company known as PROVEXI and concluded by a technical asbestos file drawn up by BHA Environnement on 11 September 2014.


 


A copy of these documents has been provided
to the Purchaser, which it acknowledges, in the Information Package; a copy of these documents, with a copy of the insurance certificate
and the qualification certificate of the author of the fact-finding reports are appended hereto after reference.


 


(Schedule 11. – Asbestos Report)


 


The Purchaser represents that it is fully
aware of these documents and will personally attend to the status of the Property Complex with regard to the potential presence
of materials containing asbestos.


 




    	32



    	 



    

 


 


		13.3.5	Report on the interior gas
                                         installation 



 


		A.	Review of texts



 


The Parties represent that they are perfectly
familiar with the provisions of Article L. 134-6 of the Building and Housing Code relating to the protection of purchasers and
owners of properties with an interior gas installation.


 


		B.	Non application of the regulations



 


As the Property Complex has no part for
residential use, the provisions of Article L. 134-6 of the Building and Housing Code are not applicable.


 


		13.3.6	Condition of the indoor electrical
                                         installation



 


		A.	Review of texts



 


The Parties represent that they are perfectly
familiar with the provisions of Article L. 134-7 of the Building and Housing Code relating to the safety of indoor electrical
installations.


 


		B.	Non application of the regulations



 


As the Property Complex has no part for
residential use, the provisions of Article L. 134-7 of the Building and Housing Code are not applicable.


 


		13.3.7	Natural, mining and technological
                                         hazards



 


		A.	Review of texts



 


The Parties represent that they are perfectly
familiar with the provisions of texts relating to information on major natural and technological hazards and in particular the
provisions of Articles L. 125-5 and R. 125-23 to R. 125-27 of the French Environmental Code which includes, in particular, the
obligation to append to a promise to sell or deed of sale of a property complex, a report on natural and technological hazards
drawn up less than 6 months prior to the execution of the agreement, based on the information provided by the Préfet of
the Mayor's department for the district in which the Property Complex is located (hereafter the “E.R.N.M.T”).


 


		B.	Natural, mining and technological
                                         hazards report 



 


The Vendor has provided to the Purchaser,
who acknowledges it, the E.R.N.M.T. prepared on 8 September 2014, in accordance with the template defined by ministerial order.


A copy of the E.R.N.M.T. is appended hereto.


 




    	33



    	 



    

 


(Appendix12.: E.R.N.M.T.) 


 


		C.	Declarations



 


		·	Declaration
                                         of the Purchaser:



 


The Purchaser represents that it is perfectly
aware of the contents of the E.R.N.M.T. and has had the opportunity to assess the nature of the potential risks disclosed by the
E.R.N.M.T., recognising that by producing this E.R.N.M.T., the Vendor has fulfilled in full its obligations to inform on natural
and technological hazards.


 


		·	Declarations
                                         of the Parties relating to losses incurred following natural or technological disasters:



 


The Parties represent that they are perfectly
familiar with the provisions of Article L. 125-5 of the French Environmental Code which provides as follows:


 


“IV – when a developed property
sustained an incurred loss which gave rise to the payment of proceeds under Article L. 125-2 or Article L. 128-2 of the French
Insurance Code (Code des assurances), the vendor or the lessor of the property is required to inform in writing the purchaser
or the Lessee of any incurred loss that has occurred while it was the owner of the property or of which it itself was informed
under these provisions. In the event of the sale of the property, said information is mentioned in the notarised agreement recording
the completion of the sale.


 


V – In the event of non-compliance
with the provisions of this article, the purchaser or the tenant may bring a legal action to cancel the agreement or request the
court to decrease the price.”


 


		·	Declaration
                                         of the Vendor:



 


The Vendor represents that:


		-	since
                                         it has owned the Property Complex, the latter has not sustained any loss that gave rise
                                         to the payment of compensation under the provisions of Article L. 125-2 or Article L.
                                         128-2 of the French Insurance Code;



		-	it
                                         has not been informed under the provisions of Article L. 125-5 of the French Environmental
                                         Code of such an incurred loss having affected the Property Complex.



 




    	34



    	 



    

 


 


		13.3.8	Energy efficiency survey



 


		A.	Review of texts



 


The Parties represent that they are perfectly
familiar with the provisions of Article L. 134-1 to L. 134-5 of the French Housing and Construction Code which require that the
Vendor provide the Purchaser with an energy efficiency survey of the Property Complex, which includes the quantity of energy actually
used or estimated for a standard use of the Property Complex and a classification in relation to benchmarked values.


 


		B.	Energy efficiency survey



 


The Vendor has provided the Purchaser
with an energy efficiency survey drawn up on 14 March 2011 by SINTEO, which has proved its legality in light of Article L. 271-6
of the French Housing and Construction Code by the presentation of a solemn attestation drawn up in accordance with Article L.
271-3 of said Code.


 


A copy of this survey is appended hereto.


 


(Schedule 13. – Energy efficiency
survey)


 


The Purchaser formally acknowledges same
and represents that it shall personally attend thereto without claim against the Vendor.


 


		13.4	Mandatory environmental authorisations



 


		13.4.1	Regulation relating to Installations
                                         classified for environmental protection



 


		A.	Reminder of legal provisions



 


The Parties represent that they have been
perfectly informed by the Undersigned Notary of the provisions of Article L. 514-20 of the French Environmental Code in relation
to Installations classified for environmental protection, hereafter cited:


 


“Article L. 514-20:


When a facility subject to
authorisation or registration has been operated on the land, the Vendor of said land is required to inform the purchaser thereof
in writing; it also informs it, insofar as it is aware, of the hazards or major drawbacks resulting from the operation.


If the Vendor is the operator of the facility,
it shall also inform the purchaser if its business activity has involved the handling or storage of chemical or radioactive substances.
The deed of sale shall attest that said formality has been carried out.


 




    	35



    	 



    

 


Otherwise, and if pollution discovered
renders the land unsuitable for the intended use specified in the contract, within a two year period as from the discovery of
the pollution, the purchaser may opt to request the cancellation of the sale or to obtain a return of a part of the price. It
may also request that the site be rehabilitated at the vendor’s expense when the cost of said rehabilitation does not seem
to be out of proportion in relation to the sale price”.


 


Moreover, the undersigned civil law Notary
recalls that it is also necessary to consider the issue of the treatment of excavated earth. It then becomes a movable and, if
it is polluted, shall be subject to waste regulations. It must, in said respect, be evacuated to a category 1, 2 or 3 dump depending
on the degree of pollution thereof (Act No. 75-633 of 15 January 1975 and Waste Elimination Act No. 92-646 of 13 July 1992).


 


		B.	Consultation of existing data
                                         bases



 


1/ BASOL (database on polluted or partly
polluted sites and ground that requires action by the public authorities as a preventive or remedial measure):


 


		·	The
                                         consultation of the BASOL database has not revealed the existence of a site at the address
                                         of the Property Complexes.



 


2/ BASIAS (data base relating to the inventory
of old industrial sites and service activities):


 


		·	The
                                         consultation of the BASIAS database has revealed the existence of a site at the address
                                         of the Property Complexes, namely:



BP Service Station, and facility named
“Renault, formerly Mobil Oil”


 


3/ MEEDDM (database on the inspection
of classified facilities - site of the Ministry of Ecology, Sustainable Development and Energy),


 


A copy of searches is appended hereto
after reference


 


(Schedule 14. – Environment)


 


		C.	Declarations of the Parties



 


The Vendor declares to the Purchaser:


 


		Ø	That
                                         is not aware of any ground pollution that could prevent the continued operation of the
                                         Property Complexes in accordance with their intended use.



 




    	36



    	 



    

 


 


		Ø	that
                                         it has personally never carried on a business activity on the land that gives rise to
                                         hazards or drawbacks for health or the environment (in particular, air, ground and underground
                                         water, ground and subsoil),



 


		Ø	That
                                         to its knowledge, Mobil Oil has not operated a facility subject to declaration, registration
                                         or authorisation for classified facilities within the Property Complexes.



 


		Ø	That
                                         there exists in the Property Complexes:



(i) thermal facilities for which SAGGEL
NEXITY PROPERTY MANAGEMENT sent a declaration of operation to the Prefecture of Hauts de Seine on 24 September 2008.


A copy of the declaration file is appended
hereto after reference


 


(Schedule 15. – Thermal facilities
declaration)


 


ACTEVA sent a declaration of change of
operator to the Prefecture of Hauts de Seine on 2 February 2010.


The Prefecture of Hauts de Seine issued
a receipt of declaration of change of operator, of which a copy is appended hereto, on 20 September 2010; the succession in business
took effect on 30 August 2010.


 


(Schedule 16. – Thermal facilities
declaration and receipt of change of operator)


 


(ii) Refrigeration/compression facilities
for which Centre Technique Renault sent a first declaration of change of operator to the Prefecture of Hauts de Seine on 23 February
2004;


A copy of the declaration file is appended
hereto after reference


 


(Schedule 17. – Refrigeration facilities
declaration)


 


SAGGEL NEXITY PROPERTY MANAGEMENT sent
a copy of said declaration of change of operator declaration of change of operator to the Prefecture of Hauts de Seine on 10 April
2008.


The Prefecture of Hauts de Seine issued
a receipt of declaration of change of operator, of which a copy is appended hereto, on 05 May 2008; the succession in business
took effect on 07 April 2008.


 


ACTEVA sent a second declaration of change
of operator to the Prefecture of Hauts de Seine on 5 February 2010.


The Prefecture of Hauts de Seine issued
a receipt of declaration of change of operator, of which a copy is appended hereto, on 05 May 2010; the succession in business
took effect on 04 January 2010.


 


(Schedule 18. – Declarations of
change of operator of 2008 and 2010)


 




    	37



    	 



    

 


 


		Ø	That
                                         to its knowledge the Property Complexes have not been the subject of any activity leading
                                         to the handling or storage of chemical or radioactive substances.



 


Moreover, the Vendor informs the Purchaser
that MOBIL OIL FRANCE filed a declaration of operation Prefecture of Hauts de Seine in view of the operation of a service station.


Said service station is not located in
the land footprint of the Property Complexes and is one of the plots of co-ownership to which the Property Complexes belong.


 


BP FRANCE sent a declaration of change
of operator to the Prefecture of the Hauts de Seine on 30 May 1997.


The Prefecture of the Hauts de Seine issued
a receipt of declaration of change of operator, of which a copy is appended hereto, on 30 May 1997; the succession in business
took effect on 06 May 1997.


 


(Schedule 19. – Declaration and
receipt of change of operator of 1997)


 


The above declarations are corroborated
by:


an e-mail from the Prefecture of the Hauts
de Seine dated 29 September 2014


and a
letter from the Prefecture of the Hauts de Seine dated 6 October
2014


 


Provided in the Information Package and
appended hereto after reference


 


(Schedule 20. – Email and letter
from the Prefecture)


 


Under the terms of a recorded letter to
Acteva dated 3 June 2014, the Office for the Environment and classified facilities issued a formal notice dated 3 June 2014 and
requested that the supporting documents for the actions taken be sent to it.


 


The company known as Bureau Veritas prepared
a report on the inspection of classified facilities on 1 December 2014, prior to the completion of works, which was updated on
29 January 2015.


 


Bureau Veritas prepared a report entitled
"withdrawal of reservations following the inspection of refrigeration facilities dispersing water in an air flow cooling
system" dated 23 February 2015, in relation to the withdrawal of non compliant items observed.


 


These documents are appended hereto after
reference.


 


(Schedule 21. – Letter from the
Prefecture dated 3 June 2014, Bureau Veritas reports, compliance report)


 




    	38



    	 



    

 


 


The Purchaser:


 


		·	represents
                                         that the Vendor has informed it of the environmental situation of the Property Complexes,
                                         in particular, it has provided to it the documents referred to above prior to the date
                                         hereof



		·	waives,
                                         in consideration of the information provided to it, claiming under the provisions referred
                                         to in the third subparagraph of Article L. 514-20 of the Environment Code which authorises,
                                         if it does not have said information, to request that the Sale be cancelled or that a
                                         part of the price be returned or else that the site be restored at the Vendor’s
                                         expenses when the cost of said restoration does not seem to be out of proportion in relation
                                         to the price.



 


		13.4.2	Legionnaires disease



 


		A.	Review of texts



 


The Parties represent that they are fully
aware of the provisions of texts relating to the prevention of risks linked to legionnaires disease in at risk facilities and
in public access buildings and in particular Circular No. 98-771 of the Minister of Employment and Social Solidarity of 31 December
1998.


 


		B.	At risk facilities



 


The Vendors represents that in the Property
Complexes, there are facilities that require regular inspections for the presence of legionnaires disease.


 


As a result, appended hereto after reference,
is a copy of all analysis reports prepared by the company known as A2A INGENIERIE, over the course of 2013 and 2014, the full
list of which appears in the Information Package.


 


(Schedule 22. – Water analysis
reports)


 


The Purchaser acknowledges that it has
received, in the Information Package, details relating to the analysis reports carried out on the Property Complex, and declares
that it will personally attend to the situation at the Property Complex in relation to the risk linked to legionnaires disease,
without recourse against the Vendor.


 


		13.5	Administrative authorisations
                                         – Work



 


The following information is not related
in any way to the representations and warranties of the Vendor.


 




    	39



    	 



    

 


		13.5.1	Administrative authorisations



 


		A.	Building permits



		a.	Construction of the Property
                                         Complexes building permit No. PC 092-6.00325



 


The Property Complexes were built following
the issuance of two building permit orders as follows:


- Order No. 20.414 bis issued 29 March
1967,


- Order No. 34.111 issued 8 August 1969.


 


These building permits orders authorised
the construction of an office complex of five buildings.


 


The declaration of work completion was
filed on 31 January 1973.


 


The certificate of conformity was issued
by the City of Rueil-Malmaison on 30 April 2002.


 


Appended hereto after reference is a copy
of:


- the building permit
order of 8 August 1969,


- the compliance certificate
dated 30 April 2002.


 


(Schedule 23. – Building permit
order of 8 August 1969 and compliance certificate of 30 April 2002)


 


		b.	2008 Rehabilitation work



 


On 19 March 2008, the Vendor filed a prior
declaration of works to rehabilitate the Property Complexes with modification to the façades and the surrounding area.


 


This prior statement was completed on
9 April, 7 May and 4 June 2008.


 


An order of non-opposition was issued
by the Mayor of the Municipality of Rueil-Malmaison on 13 June 2008 under number DP 920630804462.


 


Meanwhile, on 19 March 2008, the Vendor
filed a building permit application file, to change the volume of the Property Complexes through a one-off demolition and the
creation of a patio.


 


The building permit file was completed
on 7 May and 4 June 2008.


 


An order for a building permit was issued
by the Mayor of the Municipality of Rueil-Malmaison on 11 June 2008 under number PC 0920630802327.


 




    	40



    	 



    

 


 


The orders of no objection to the prior
declaration of work and building permits were displayed on site, as emerges from four reports drawn up by the professional partnership
Daniel COCHIN and Pascal NUNES, which holds a Court Bailiff Office in Rueil-Malmaison (92500), on 18 July, 18 August 2008 and
21 August 2009.


 


The Mayor of RUEIL-MALMAISON issued for
the building permit No. PC 0920630802327 a certificate of non-withdrawal and waiver of litigation dated 10 November 2014.


 


The work authorised under the building
permit has been completed since 30 March 2009 as follows from the statement of completion and compliance of the work formalised
by the Vendor on 19 May 2009.


 


Appended hereto after reference is a copy
of:


- the order of non-opposition
to the prior declaration of work of 13 June 2008,


- the building permit
order of 11 June 2008,


- the three reports
in relation to the display,


- certificate of non-withdrawal
and waiver for the building permit No. PC 0920630802327,


- the completion certificate
and compliance certificate for the work.


 


(Schedule 24. – 2008 rehabilitation
work documentation)


 


		c.	Prior declaration of work No.
                                         0920630900028



 


The Vendor filed a prior declaration of
work in view of the building of an enclosure on street side and separating limits on 11 February 2009.


 


The Mayor of Rueil-Malmaison issued a
decision of non-objection on 21 April 2009.


 


Said prior declaration was displayed on
the land as recorded by SCP Daniel COCHIN and Pascal NUNES, holder of a judicial officer’s office in Rueil-Malmaison 92500,
pursuant to a fact finding report of 11 May 2009.


 


The Vendor declares it has not been notified
of any amicable or litigious recourse or of any withdrawal of this prior declaration and the building permit pursuant to article
R 600-1 of the Urban Planning Code.


 


Appended hereto after reference is a copy
of:


- the decision of non-opposition to the
declaration of work,


- the report relating to the display.


 


(Schedule 25. – Prior declaration
of work documentation)


 




    	41



    	 



    

 


 


		d.	DAACT – Attestation of
                                         non-contesting of compliance



 


An attestation of non-contesting of the
declaration attesting completion and the compliance of work was issued by the Town Hall of Rueil-Malmaison on 21 October 2014
for building permit No. PC 0920630802327 issued on 11 June 2008 and for prior declaration No. DP 920630804462 being the subject
of a declaration of non-opposition dated 13 June 2008.


A copy of this attestation is appended
hereto after reference.


 


(Schedule 26. – Attestation of
non-contestation of compliance)


 


Moreover, the Vendor represents that it
has not sent the declaration attesting the completion and compliance for the prior declaration of work No. PC 0920630900028.


The Purchaser represents that it has been
fully informed of the situation and shall personally attend thereto without claim against the Vendor.


 


		B.	Offices premises creation tax



 


A decision to introduce an offices premises
creation tax in the Ile-de-France region on 8 August 1969 (number R69/57) was issued for the construction of the Property Complexes,
for a usable surface office area liable for the tax of 14,079 m2 at a rate of 200 francs/m2, equal to the sum of 2,815,800
francs.


A copy of this tax decision is appended
hereto after reference.


 


(Schedule 27.– Offices premises
creation tax)


 


		C.	Office approval



 


An approval order for the erection of
the Property Complexes was issued by the Ministry for the Environment and the living environment on 30 March 1965, in relation
to the building of premises of a built-up floor area of 14,946 m2.


A copy of this order is appended hereto
after reference.


 


(Schedule 28. – Office approval)


 


		13.5.2	As-built record



 


The Vendor represents that work which
is liable to fall within the scope of Act No. 93-1418 of 31 December 1993 was carried out on the Property Complexes and that the
building of the Property Complexes predates the taking effect of said Act.


 


As a result, the Vendor has produced the
as-built record prescribed by the aforementioned regulation.


 


A copy of the as-built record is appended
hereto after reference.


 




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(Schedule 29. – As-built record)


 


The Purchaser represents that it is perfectly
familiar with the as-built record that it has received in the Information Package and represents that it will personally attend
thereto.


 


 


		13.6	Root of tile



 


		13.6.1	Immediate root of title



 


The Property Complexes belong to the company
known as FONCIERE DE PARIS SIIC following the general meeting held on 20 November 2013 approving the merger treaty dated 20 November
2013 by said company of the company known as FONCIERE PARIS-France, a public limited company (société anonyme) the
registered office of which is in PARIS (7th arrondissement), at 43 rue Saint-Dominique, identified in SIREN under number
414 877 118 RCS PARIS.


 


The documents relating to the merger treaty
were filed with Maître Victor de VERTHAMON, Notary in PARIS, on 17 March 2014.


 


Said merger treaty was completed under
conditions precedent, the fulfilment of which was noted under the terms of a deed received by Maître Victor de VERTHAMON,
Notary in PARIS, on 17 March 2014.


 


For the requirements of property registration,
an additional deed relating to the transfer by FONCIERE PARIS-FRANCE in favour of FONCIERE DE PARIS SIIC was received by Maître
Laurent CASSIGNARD on 26 November 2014, and published at the NANTERRE 1 Land Registry Office, 8 December 2014, volume 2014P, number
7561.


 


		13.6.2	Earlier root of title



 


The earlier root of title is reported
in a note appended hereto after reference


 


(Schedule 30. – Note on the earlier
root of title)


 


		13.6.3	Submission of titles



 


The Vendor shall not be responsible for
the presentation of any previous ownership title to the Purchaser who shall remain subrogated in all rights to the Vendor to issue
at its own expense to the Purchaser any copy of extracts of deeds or judgments affecting the Property Complex.


 




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It acknowledges that the Vendor has fulfilled
its obligation to hand over the Property Complex under the terms of Article 1605 of the French Civil Code; consequently, the Purchaser
renounces any rescissory action and in particular that of Article 1610 of the French Civil Code.


 


		13.7	Mortgage status



 


		13.7.1	Mortgage status report: 



 


A mortgage status report issued
by the NANTERRE 1 Land Registry Office dated 12 January 2015, a copy of which is appended hereto, revealed the existence of no
lien or mortgage incumbent upon the Property Complex.


 


(Schedule 31. – Mortgage
status report)


 


The Vendor represents that to his knowledge
the mortgage status has not been amended since the date of issue of the above mortgage status report.


 


		13.7.2	Ancillary agreements on real
                                         rights that may encumber the Property Complex



 


If since the publication of the Sale,
the mortgage status report issued following this formality had revealed the existence of registrations, rights, transcripts, previous
advertisements or notices incumbent upon the Property Complex, in the name of the Vendor or prior owners, said Vendor must return,
at its own cost, the deletion and certificates attesting to such deletion or the rejection of the transcripts or advertisements
or notices in the month in which it is notified thereof, at its elected business address.


 


		14.	FINANCIAL RELATIONS BETWEEN THE
                                         PARTIES



All financial flows operated under this
Clause shall be via the accounts of the Undersigned and Participating Notaries.


 


		14.1	Pro rata of accounts



 


		14.1.1	Lease status



 


		A.	Pro rata of rents



 


The Parties have today calculated the
pro rata of rents paid by the Tenants owed to the Purchaser for the period between this day and the last day of the current month;
its total amount is TWENTY-NINE THOUSAND TWO HUNDRED AND NINETY-THREE EURO AND EIGHTY-EIGHT CENTS (EUR 29,293.88) excluding taxes,
the sum of which the Vendor has paid today, via the accounts of the Undersigned and Participating Notaries, to the Purchaser,
who acknowledges receipt thereof.


 




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The Vendor authorises the Participating
Notary to debit the sum of TWENTY-NINE THOUSAND TWO HUNDRED AND NINETY-THREE EURO AND EIGHTY-EIGHT CENTS (EUR 29,293.88) from
the price, to pay this to the Purchaser via the accounts of the Undersigned and Participating Notaries.


 


		B.	Charges



 


The Parties have today calculated the
charges recoverable from the Tenants with regard to the current year; the total amount to be paid to the Purchaser is TWO HUNDRED
AND FORTY-SIX THOUSAND EIGHT HUNDRED AND EIGHTY-FOUR EURO AND NINETY-FOUR CENTS (EUR 246,884.94).


 


The Vendor authorises the Participating
Notary to debit the sum of TWO HUNDRED AND FORTY-SIX THOUSAND EIGHT HUNDRED AND EIGHTY-FOUR EURO AND NINETY-FOUR CENTS (EUR 246,884.94)
from the price, to be paid to the Purchaser via the accounts of the Undersigned and Participating Notaries.


 


		14.1.2	Tax: annual tax on offices
                                         in the Ile-de-France region



 


The Purchaser shall refund to the Vendor
on this day part of the annual tax on offices in the Ile-de-France region for the year 2015 in relation to the Property Complex,
to the sum of TWO HUNDRED AND SEVENTY-SIX THOUSAND ONE HUNDRED AND SEVENTY-EIGHT EURO AND EIGHTY-TWO CENTS (EUR 276,178.82).


 


The Purchaser authorises the Undersigned
Notary to debit from the above sums to be paid to the Purchaser the sum of TWO HUNDRED AND SEVENTY-SIX THOUSAND ONE HUNDRED AND
SEVENTY-EIGHT EURO AND EIGHTY-TWO CENTS (EUR 276,178.82).


 


		14.1.3	Receipt



 


Following the receipt of the above payments,
the Parties give mutual receipt without restriction of the sums paid.


 


		14.2	Pro rata summary table



 


	 	 	To be paid by the Vendor	 	To be paid by the Purchaser
	Rent	 	EUR	29,293.88	 	 	 
	Charges recoverable from the Tenant for the current year	 	EUR	246,884.94	 	 	 
	Annual tax on offices	 	 	 	 	EUR	 276,178.82



 




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		14.3	Origin of funds



 


The Purchaser represents that it has funded
the payment of the price using its own equity and bank borrowings.


 


In accordance with the provisions of Articles
L. 561-1 to L. 574-3 of the French Monetary and Financial Code relating to anti-money laundering, of which the Purchaser confirms
full knowledge, the Purchaser represents:


 


		-	that the funds used and to be
                                         used by it are not derived from drug trafficking, from fraud affecting the financial
                                         interest of the European Communities, from corruption or organised crime or that may
                                         relate to the financing of terrorism (Article L. 562-2, 1°);



 


		-	that the transactions planned
                                         herein are not associated with funds that may derive from drug trafficking, from fraud
                                         affecting the financial interest of the European Communities, from corruption or organised
                                         crime or that may relate to the financing of terrorism (Article L. 562-2, 2°).



 


 


		14.4	Anti-money laundering



 


In order to satisfy the prescriptions
of Articles L. 561-1 to L. 574-3 of the French Monetary and Financial Code relating to anti-money laundering, the Purchaser has
produced prior hereto, in order to satisfy the internal procedures of the Vendor, a duly completed questionnaire containing company
and financial information.


 


		14.5	Foreign investments



 


The Undersigned Notary has reminded the
Purchaser with regard to the acquisition transaction that it is completing, of its obligation:


 


(i) to inform for statistical purposes
to the services of the Banque de France, Managing Director of Studies and International Relations, Department of Payment Balance,
31 rue Croix des Petits Champs, 75001 PARIS, pursuant to the provisions of Article R. 152-3 of the French Monetary and Financial
Code.


 


(ii) to declare to the services of the
Treasury Department, Ministry for the Economy, Finance and Employment, at 139 rue de Bercy, 75572 Paris Cedex 12, pursuant to
the provisions of Article R. 152-4 of the French Monetary and Financial Code.


 




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The Purchaser acknowledges receipt of
all information and clarifications from the Undersigned Notary with regard to its obligations to inform and declare. It also represents
that it is in possession of a copy of the order number 2003-196 dated 7 March 2003 relating to the fixing of certain terms of
the decree No. 2003-196 of 7 March 2003 regulating foreign financial relations, containing information and declarations to be
provided to the relevant services.


 


Lastly the Purchaser represents that it
shall proceed itself with said information and declaration and exempts the Undersigned Notary from proceeding therewith.


 


		15.	MISCELLANEOUS PROVISIONS



 


		15.1	Statutory information



 


In accordance with Section 32 of the French
Data Protection Act “Loi No. 78-17 Informatique et Libertés” of 6 January 1978 as amended, the notary’s
office has a data processing system to carry out notarial activities, in particular, formalities of deeds. To such end, the notarial
firm shall be required to store data relating to the Parties and to disclose such data to certain authorities, inter alia to the
land registry for the purposes of registration of deeds of sale, and for cadastral, accounting and tax purposes. Each party may
exercise its rights to access and correct the data relating to it by contacting the ADSN: Data Protection Service, 95 avenue des
Logissons, 13107 VENELLES, cpd-adsn@notaires.fr, 0820.845.988. For the sole deeds relating to property transfers, certain data
on the property and its price, unless one of the parties objects to the office, shall be recorded in a property data base for
statistics.


 


		15.2	Affidavit



 


The Parties confirm, subject to the penalties
laid down by Article 1837 of the French General Tax Code, that the Deed of Sale represents the full price; they acknowledge that
they have been informed by the Undersigned Notary of the penalties incurred in the event of any inaccuracy in this confirmation.


 


The Undersigned Notary confirms that to
its knowledge, this deed has not been amended nor conflicts with any other counter letter containing an increase in price.


 




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		15.3	Correspondence - Notifications



 


		15.3.1	Principle



 


Unless expressly specified otherwise,
any notification to be issued pursuant hereto must be made either by fax or by electronic mail, both of which must be confirmed
by registered letter with acknowledgement of receipt or by an extra judicial document.


 


In the event of notification by registered
letter with acknowledgement of receipt, the first presentation of the registered letter shall be deemed receipt and therefore
notification to the addressee.


 


These notifications shall be made for
the attention of the following persons at the addresses appearing in the above "Business address" clause:


 


	Vendor	 	Purchaser
	Company name: FONCIERE DE PARIS SIIC

        43 rue Saint-Dominique 75007 PARIS

         

        For the attention of: Mrs Corinne
        LAKHOVSKY

        Tel: 01.53.70.77.77

        E-mail: lakhovsky@foncieredeparis.fr
	 	Company name: ARC GLOBAL II RUEIL

        12 rue de la Chaussée d'Antin

        75009 Paris

         

        For the attention of: Mr Jamal DUTHEIL

        Tel: +44 (0)203 0111 593

        Fax. +44 (0)203 0111 573

        Email: Jamal.Dutheil@moorparkcapital.com



 


The above addresses and names of persons
authorised to receive notifications may be amended by the Parties by way of notification to the other party, under the conditions
specified in this clause, of the new address or name of the new authorised persons. In all cases, the business address must be
in metropolitan France to the exclusion of any business address outside thereof.


 


		15.3.2	Time frames



 


For the determination of time frames,
the provisions of Articles 641 and 642 of the French Civil Procedure Code must be applied.


 


		15.3.3	Governing LAW – JURISDICTION



 


The Sale is governed by French law pursuant
to which it shall be interpreted.


 


Any dispute arising from the Sale shall
be submitted to the competent court within the jurisdiction of the Paris Appeal Court.


 




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AS RECORDED on fifty (50) pages.


 


The Deed of Sale was prepared by the Undersigned
Notary.


 


The persons party thereto or their representative(s),
have been met by him and their signatures obtained by him.


 


And following the reading hereof by the
Notary, the Parties to the Deed of Sale or their representative and the Notary have signed.


 


The Parties acknowledge that their initials
and signatures on the documents appended hereto are theirs, wishing that on said account they acquire the same authenticity as
if they had appeared in full in the body of the Deed of Sale.


 


Number of:


words overstruck as inapplicable:


lines overstruck as inapplicable:


figures overstruck as inapplicable:


blanks barred with black:


references:


 


	Vendor

         
	 

         

         

         



 


	Purchaser	 

         

         

         



 


	Notary

         

         

         
	 

         

         



 




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