Exhibit 10.2


 


FIRST AMENDMENT TO AGREEMENT


 


THIS FIRST
AMENDMENT TO AGREEMENT (the “First Amendment”) is entered into as of March 27, 2015, by and between Inland Real
Estate Acquisitions, Inc., an Illinois corporation (“Purchaser”), White City Partners LLC (“WC Seller”)
and White City East Partners LLC (“WCE Seller”), and (“individually collectively hereinafter referred
to as Seller”).


 


RECITALS:


 


A.Seller and Purchaser executed and delivered
that certain agreement dated March 6, 2015 (the “Agreement”) pertaining to the sale and purchase of that
certain Shopping Center commonly known as White City Shopping Center (the “Property”). All capitalized terms
not defined herein shall have the meanings respectively ascribed to them in the Agreement.


 


B.Seller is the owner of the Property. Each
Seller will convey the Property into a new limited liability company to be named IRETI Shrewsbury White City, L.L.C., a Delaware
limited liability company (“New LLC”) in exchange for membership interests in New LLC. The initial members of
New LLC will be each Seller (“New Members”). New Members will own the entire membership interest (“Membership
Interests”) in New LLC.


 


C.Pursuant to this First Amendment, Seller
and Purchaser agree to convert the sale of the Property to a sale of the Membership Interests.


 


D.Seller and Purchaser
have agreed to negotiate in good faith and come to agreement upon the terms of representations and warranties in regard to the
Membership Interests and to document such agreement by an amendment to the Agreement.


 


E.Seller and Purchaser desire to memorialize
their agreement to a reduction in the Purchase Price and certain other matters as set forth herein.


 


AGREEMENTS:


 


In consideration
of the terms of the Agreement and the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:


 


1.                    
Seller hereby grants Purchaser a credit against the Purchase Price in the sum of Two Hundred and Fifty Thousand ($250,000.00)
Dollars.


 


2.                     
Purchaser hereby irrevocably waives its right to terminate the Agreement in accordance with the provisions of Section 4(c)
of the Agreement; the provisions of Section 4(d) are now applicable.


 


3.                     
Exhibit B-2 is hereby added to the Agreement, in the form of Exhibit B-2 hereto. If and to the extent that any portion of
the Tenant inducements for Red Wing or Iandoli Austin II, Inc. have not


 


 


 


 




    	 



    	 



    

 


 


been paid to the respective
Tenant prior to the Closing, Purchaser shall receive a credit against the Purchase Price in such amounts.


 


4.             
Exhibits C-1 and C-2 to the Agreement are hereby replaced by Exhibits C-1 and C-2, respectively, attached hereto.


 


		5.	Exhibit L to the Agreement is hereby replaced by Exhibit L attached hereto.



 


		6.	The Agreement is hereby modified by adding all of the following thereto:



 


(a)          
In respect to the Membership Interests, Seller hereby makes the following described AGREEMENTS, COVENANTS, REPRESENTATIONS
AND WARRANTIES to Purchaser, and agree to re-certify same to Purchaser at Closing:


 


(i)            
Membership Interests. New Members (A) own the entirety of the Membership Interests in and to New LLC; and (B) the
Membership Interests are not now nor have they been, pledged or encumbered in any way whatsoever; and (C) the Membership Interests
have not been sold or conveyed to any party prior to the date of the Agreement, nor shall the Membership Interests be sold or conveyed
by any member thereto except in compliance with the terms hereof.


 


(ii)          
Entity-Level Searches. With coordination by the Title Company and Purchaser, Seller and New Member shall reasonably
comply in regard to entity searches of New Members (collectively, the “Entity-Level Searches”). The Entity-Level
Searches shall be performed by Purchaser, and Purchaser shall pay the cost of said Entity-Level Searches.


 


(iii)        
Financial Statements; Financial Obligations. Seller shall cause New LLC to deliver to Purchaser a financial statement
of New LLC which shall (a) be prepared on a modified cash basis consistently applied with depreciable assets being recorded, and
(b) present fairly the financial position of New LLC, and (c) disclose all liabilities, as of its date, and the results of its
operations or confirm there have been no operations or liabilities, as the case may be. Other than the financing encumbering the
Property as of the date hereof, which shall be fully paid off at the closing of the sale of the Membership Interests to Purchaser
(“Closing”), and other than trade payables incurred in the ordinary course of business and no more than thirty
(30) days past due, neither Seller nor New LLC has incurred any indebtedness for borrowed money that is currently outstanding,
New LLC has not hypothecated, pledged or encumbered the Membership Interests, and New LLC has not furnished any guaranties or is
a party to any swap, interest rate cap, or similar agreement in regard to the Property which will not be satisfied in full at the
Closing. Seller will pay all breakage fees on any existing swaps at closing to deliver the property free and clear of the existing
mortgage and swaps.


 


(iv)         
Formation Documents. Within five (5) business days after the full execution of this First Amendment, Purchaser shall
deliver to Seller true, correct and complete copies of the proposed formation documents of New LLC for its approval, not


 


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to be unreasonably withheld. Purchaser
shall cause New LLC to be filed in Delaware no earlier than the day preceding the Closing.


(v)                
State Fees and Taxes. All franchise taxes and other amounts applicable by New LLC have been or will be paid through
the date of Closing,


 


(vi)               
Taxes. New LLC shall have duly and timely paid all unemployment or other taxes due and payable at or prior to the
date of Closing with respect to the Membership Interests. Seller has been, since its formation, either a disregarded entity or
a pass-through entity for federal income tax purposes. None of New LLC, New Member, Seller or the existing members of Seller have
any unpaid tax liabilities that could result in a lien attaching to the Membership Interests.


 


(vii)             
Pending Litigation. None of New LLC or the Membership Interests, Seller or the existing members of Seller are subject
to any pending or to Seller's knowledge threatened material litigation except for contractor's claims or liens for work performed
by or at the request of Seller, all of which have been disclosed to Purchaser and have been insured over by the Title Company or
will be so insured prior to Closing.


 


(viii)           
Ownership of the Membership Interests and Seller. New Member controls and owns all right, title and interest (record
and·beneficial) in and to the Membership Interests, free and clear of any liens, claims or adverse interests except to its
or Seller's lender which will be released at Closing. The transfer and delivery to Purchaser of the Membership Interests hereunder
will transfer to Purchaser legal and valid title to all of the Membership Interests, free and clear of any liens or claims or adverse
interests to such Membership Interests. No person (other than Purchaser) has any agreement or option, or any right or privilege
(whether pre-emptive, contractual or otherwise) capable of becoming an agreement or option, to acquire the Membership Interests.


(ix)                
Existence and Authority. Seller are limited liability companies duly formed, validly existing and in good standing
under the laws of the State of Delaware and are duly qualified to do business and are in good standing in the State of Massachusetts.
Seller has all necessary power and authority to own or lease all of its assets and to carry on its business as it is now being
conducted, and to incur the obligations provided for pursuant to the agreements to which it is a party and to perform the terms
thereof.


 


(x)                  
Subsidiaries; Business. Seller has (A) no subsidiaries (other than the New LLC), and (B) not conducted any business
other than such business or activity as is necessary or appropriate with respect to the acquisition, construction, ownership, leasing,
management, maintenance and operation of the Property.


 


(xi)               
Consents and Approvals. All authorizations, permits, approvals and consents by, and filings, notices, certifications
and registrations with, any and all third parties necessary in connection with the due execution, delivery, and performance by
Seller pursuant to any formation documents of its obligations and the exercise of its respective rights under the Agreement required
to be obtained or made by Seller have


 


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been duly obtained or made in final and non-appealable
form and are in full force and effect.


(xii)             
Employees and Employee Benefits. New LLC (A) does not now have, and since the date of its formation have never had,
any employees, employment contracts or employee benefit plans or other funds, programs, arrangements, obligations or liabilities
in respect of or relating to employees, and (B) does not now have any liability or obligation of any kind or nature to or in respect
of any employees, employment contracts or employee benefit plans or other funds, programs, arrangements in respect of or relating
to employees, including, without limitation, any liability for severance, termination or other similar benefits.


 


		(xiii)	Intentionally Omitted.



(xiv)           
Labor Matters. (A) Neither New LLC nor Seller is a party to any collective bargaining agreement; and (B) there are
no strikes, lockouts or work stoppages, slowdowns or jurisdictional disputes or organizing activities occurring or threatened against
Seller or New LLC.


(xv)             
Powers of Attorney. Neither New LLC nor Seller has granted any powers of attorney.


(xvi)            
Additional Matters. From and after the date of organization of New LLC New LLC has not:


 


		(1)	engaged in any business or activity other than the acquisition, development, ownership, operation,
leasing, managing and maintenance of the Property, and activities directly incidental thereto;



 


		(2)	acquired or owned any material assets other than (A) the Property, and (B) such directly incidental
personal property as may be necessary for the operation of the Property;



 


		(3)	merged into or consolidated with any person or dissolved, terminated or liquidated in whole or
in part, transferred or otherwise disposed of all or substantially all of its assets or changed its legal structure (other than
transfers of ownership interests in Seller);



 


		(4)	failed to observe its preserve its existence as an entity (i) duly organized, validly existing
and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and (ii) qualified to
do business in the State of Massachusetts;



 


		(5)	incurred any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation),
except for trade payables in the ordinary course of its business of owning and operating the



 


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Property and except for the Loans secured
by the Property, which shall be satisfied at Closing;


 


		(6)	become insolvent and failed to pay its debts and liabilities (including, as applicable, shared
personnel and overhead expenses) as the same shall become due;



 


		(7)	guaranteed or become obligated for the debts of any other person or entity or held itself out to
be responsible for the debts of another person or entity;·



 


		(8)	made any loans or advances to any third party, including without limitation any member, principal
or affiliate of Seller, or any member, general partner, principal or affiliate thereof;



 


		(9)	failed to file its own tax returns if and as required by applicable law; or



 


		(10)	pledged its assets for the benefit of any other person or entity, other than in connection with
the mortgage financing encumbering the Property as of the date hereof.



 


The
Membership Interests shall be assigned to Purchaser in the form of the Assignment and Assumption of Limited Liability Company Membership
Interests attached hereto as Exhibit A, and made a part hereof.


 


Seller's representations and
warranties in this First Amendment shall be subject to all of the same terms, conditions and limitations of liability of Seller
with respect to a breach of a representation and warranty of Seller under the Agreement, as set forth in Section 6(d) of the Agreement
of Sale, and the $2,000,000 limitation on liability set forth therein shall constitute an aggregate limitation of liability which
shall apply to all breaches of the representations and warranties by Seller under Section 6(d) of the Agreement, a breach of the
foregoing representations and warranties, a breach of any certification made in a Seller estoppel certificate delivered pursuant
to Section 8(b)(i)(K) of the Agreement and the covenants by Seller in any instrument or agreement delivered at the Closing. The
foregoing representations and warranties shall be deemed added to and included within the representations and warranties of Seller
set forth in Section 6(a) of the Agreement for purposes of inclusion within the Indemnity to be executed and delivered by Acadia
Strategic Opportunity Fund III LLC at the Closing.


 


(b)          
Seller hereby agrees that the truthfulness, in all material respects, of each of the foregoing representations and warranties,
as of the date of this First Amendment and as of the date of Closing, is a condition precedent to the performance by Purchaser
of its obligations under the Agreement, subject, however, to the terms and conditions of Section 6(c) of the Agreement, which shall
be applicable to such representations and warranties.


 


7.                    
Upon the breach of any of the representations and warranties contained in Paragraph 1 of this First Amendment which
is discovered by Purchaser prior to Closing, Purchaser shall have all rights


 


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and remedies as are set forth in the Agreement, subject,
however, to the terms and conditions of Section 6(c) of the Agreement.


 


8.                    
In Section 8(a) of the Agreement, the phrase “ten (10) days after the expiration of the Due Diligence Period”
is hereby deleted and replaced by “April 7, 2015”.


 


9.                    
This First Amendment may be executed in any number of counterparts, each of which when so executed and delivered, shall
be deemed an original, but all such counterparts taken together shall constitute only one instrument. Counterpart signature pages
may be delivered by fax or e-mail.


 


10.          Except as amended herein,
the Agreement is hereby ratified and shall remain in full force and effect.


 


 


[Signature Page Follows]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


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The Purchaser and Seller have each caused this First
Amendment to be executed by its duly authorized persons all as of the day and year first above written.


 


 


PURCHASER:


 


Inland Real Estate Acquisitions,
Inc.,


An Illinois corporation


 


		By:	           /s/
                                         George Joseph Cosenza



		Name:	      George Joseph Cosenza



		Its:	           President



 


 


SELLER:


 


White City Partners LLC,


a Delaware limited liability
company


 


		By:	           /s/
                                         Paul Brandes



		Name:	      Paul Brandes



		Its:	           President



 


 


SELLER:


 


White City East Partners LLC,


a Delaware limited liability
company


 


		By:	           /s/
                                         Paul Brandes



		Name:	      Paul Brandes



		Its:	           President



 


 


 


 


 


 


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Exhibit
A


ASSIGNMENT
AND ASSUMPTION OF LIMITED LIABILITY COMPANY MEMBERSHIP INTERESTS


 


THIS ASSIGNMENT
AND ASSUMPTION OF LIMITED LIABILITY COMPANY INTERESTS ("Assignment") is entered into effective as of _____
2015 (the "Effective Date"), by and between White City Partners LLC and White City East Partners LLC (each,
and collectively, "Assignor") and Inland Real Estate Income Trust, Inc., a Maryland corporation ("Assignee").
This Assignment is made with reference to the following facts and circumstances:


 


 


R
E C I T A L S:


A.           
Assignor owns all of the issued and outstanding limited liability company membership interests (the “Membership Interests”)
in IREIT Shrewsbury White City, L.L.C., a Delaware limited liability company ("LLC").


 


B.           
Assignor and Inland Real Estate Acquisitions, Inc., an Illinois corporation (“Purchaser”), have
entered into that certain Purchase and Sale Agreement, dated as of March 6, 2015, as amended (the “Agreement”).
Capitalized terms used and not defined in this Assignment shall have the meanings given such terms in the Agreement.


 


C.           
By Assignment of Agreement dated as of __________ ______, 2015, Purchaser assigned all of its rights under the Agreement to Assignee.


 


D.          
In accordance with the Agreement, Assignor desires to unconditionally assign, transfer, convey and deliver to Assignee all of
Assignor's right, title and interest in, to and of the Membership Interests.


 


		E.	    Assignee
                                         desires to accept the assignment described in Recital D. above.



 


NOW,
THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and in consideration
of the mutual covenants, agreements, representations, and warranties contained in this Assignment, the parties agree as follows:


 


A
G R E E M E N T :


 


		1.	Assignment
                                         and Assumption of Membership Interests



 


(a)           
Assignor hereby represents to Assignee that the list of operating agreements, resolutions and other documents attached
hereto as Exhibit A and made a part hereof, are all of the documents related to the Membership Interests being conveyed
by this Assignment, and that Assignor has, pursuant to the terms of the Agreement, provided Assignee originals and/or true and
correct copies of each.


 


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(b)        
Pursuant to the Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Assignor hereby absolutely and unconditionally assigns, transfers, conveys and delivers all of Assignor's right, title and interest
in and to the Membership Interests to Assignee. Assignee hereby accepts the foregoing assignment of such Membership Interests and
hereby assumes and agrees to be bound by all of the duties, obligations and liabilities of Assignor with respect to such Membership
Interests that arise out of or relate to events occurring on or after the Effective Date (the “Post Effective Date
Obligations”).


 


		2.	Admission and Withdrawal: Tax Termination



 


(a)          
By reason of the assignment effected pursuant to Paragraph 1 above, (i) as of the Effective Date, Assignee is hereby admitted
as the sole member of LLC, and upon such admission, Assignee shall be the manager of LLC in accordance with the terms of the operating
agreement of LLC; (ii) Assignee hereby agrees, from and after the Effective Date, to be bound by the terms of the operating agreement
of LLC, and Assignee hereby ratifies and affirms such agreement; (iii) Assignee is hereby entitled to exercise all rights, powers
and privileges and is hereby obligated to perform all of the Post Effective Date Obligations which may hereinafter exist with respect
to the Membership Interests; (iv) Assignor hereby fully and completely withdraws as the member of LLC; and (v) Assignor shall not
have any further rights, powers, privileges, duties, obligations and/or liabilities with respect to the Membership Interests, except
as may be specifically set forth in the Agreement.


 


(b)          
Assignee will cause the books of LLC to be closed as of the Effective Date so that all actual operations through and including
the Effective Date shall be allocated to the Assignor in accordance with the terms of the operating agreement of LLC. As a result
of such closing of said books, Assignor shall, if required, be responsible for filing the final federal income tax return for LLC
for periods up to the Effective Date, the results of which shall be allocated to the Assignor prior to Closing. Subject to the
terms of the Agreement (e.g., in regard to prorations), all cash held in the accounts of LLC as of the Effective Date shall belong
and be distributed to Assignor in accordance with the terms of the operating agreement of LLC.


 


(c)          
Assignor and Assignee acknowledge that as of the Effective Date, LLC is a disregarded entity for federal income tax purposes
and, therefore, for federal income tax purposes, the assignment of the Membership Interests shall be treated as an assignment by
Assignor to Assignee of all of the assets of LLC and an assumption by Assignee of the liabilities of LLC.


 


		3.	Assignor's Indemnity



 


(a)           
For any matter identified as a Liability (as hereinafter defined) during the period commencing on the Effective Date and
terminating twelve (12) months thereafter (the “Indemnity Term”), Assignor, (“Indemnitor”)
hereby covenants and agrees to indemnify, defend and hold harmless the Assignee Indemnified Parties (as hereinafter defined) from
and against any Damages (as hereinafter defined) any of the Assignee Indemnified Parties shall suffer caused proximately by any
liability of Assignor that is a Liability.


 


(b)          
Assignee shall be responsible for preparation of the income tax returns for LLC for the period beginning on the Effective
Date and continuing thereafter. Assignee hereby covenants


 


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and
agrees to indemnify and hold harmless the Assignor Indemnified Parties (as hereinafter defined) from and against any Damages (e.g.,
income tax deficiencies, penalties, interest and additions to tax) any of the Assignor Indemnified Parties shall suffer caused
proximately as a result of any Assumed Liabilities and/or the improper (under applicable law) reporting of transactions in the
income tax returns for LLC that Assignee will cause to be prepared for all periods following the Effective Date.


 


		(d)	Definitions



		(i)	“Assignee's Representatives” means Purchaser, Assignee and ______.



 


(ii)“Assumed Liability”
means: (x:) all liabilities and obligations of or relating to LLC and the Membership Interests which are incurred by reason of
events or transactions occurring on or subsequent to the Effective Date; (y) all obligations and liabilities of LLC (assumed by
Buyer pursuant to the Agreement) under the agreements, contracts, leases, licenses, and other arrangements disclosed to any of
Assignee's Representatives prior to the Effective Date or that any of Assignee's Representatives had knowledge of on or prior to
the Effective Date; or (z) all liabilities and obligations of LLC that are pro rated or are otherwise continuing pursuant to the
provisions of the Agreement.


 


(iii)“Damages”
means all judgments, costs, reasonable amounts paid in settlement, liabilities, obligations, taxes (related to the period prior
to the Effective Date), liens, losses, expenses, and fees, including without limitation court costs and reasonable attorneys' fees
and expenses.


 


(iv)        
“Assignee Indemnified Parties” means Assignee and Assignee's nominees and their respective affiliates,
lenders, members, officers, directors, employees, agents, successors and assigns.


 


(v)          
“Assignor Indemnified Parties” means Assignor and Assignor's nominees and their respective affiliates,
lenders, members, officers, directors, employees, agents, successors and assigns.


 


(vi)        
“Liability” means all liabilities and obligations relating to (i) the untruthfulness of any of Seller's
or New Member's representations and warranties described by Paragraph 1 of the First Amendment, or (iii) the Membership Interests,
that: (w) are incurred by reason of events or transactions occurring prior to the Effective Date and are not Assumed Liabilities;
or (y) arose as the result of the negligent or wrongful acts or omissions of LLC, Assignor or any Member (or any of their respective
officers, directors, agents or employees) in connection with the sale of the Membership Interests.


 


		(e)	Notwithstanding anything to the contrary contained in this Section 3 (in
particular, the twelve (12) month period referenced in Section 3(a)), Assignor's liabilities shall be subject to all of the same
terms, conditions and limitations of liability of Seller with respect to a breach of a representation and warranty of



 


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Seller
under the Agreement, as set forth in Section 6(d) of the Agreement of Sale, and the $2,000,000 limitation on liability set forth
therein shall constitute an aggregate limitation of liability which shall apply to all Liabilities and Damages. The foregoing indemnity
obligations shall be deemed added to and included within the Indemnity to be executed and delivered by Acadia Strategic Opportunity
Fund III LLC at the Closing.


 


5.Miscellaneous.


 


(a)                  
Further Acts. Each party hereto agrees to perform any and all further acts, and/or to execute and deliver any further
agreements, documents and/or instruments, as may be reasonably necessary or desirable, to implement and/or accomplish the provisions
of this Assignment.


 


(b)                 
Counterparts. This Assignment may be executed simultaneously in counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.


 


(c)                 
Attorneys' Fees. In any action or proceeding to enforce this Assignment, upon final judgment the court shall award,
to the prevailing party, fees and other expenses incurred by that party in connection with that proceeding (including reasonable
attorney's fees and court costs), unless the court finds that the position of the non-prevailing party or parties was substantially
justified or that special circumstances make an award unjust.


 


(d)                 
Severability. Every provision of this Assignment is intended to be severable. If any provision of this Assignment
is determined by any court having jurisdiction to be illegal or in conflict with any laws of any state or jurisdiction, then the
parties agree that such provision shall be modified to the extent legally possible so that the intent of this Assignment may be
legally carried out.


 


(e)                  
Governing Law. This Assignment shall be governed by and construed and enforced in accordance with the internal laws
of the Commonwealth of Massachusetts.


 


[Signatures on following page]


 


 


 


 


 


 


 


 


 


 


 


 


 


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IN WITNESS WHEREOF Assignor and Assignee have
executed this Assignment as of the day first written above.


 


 


“Assignor”


 


White City Partners LLC


 


By:     ______________________


          Paul S. Brandes, President


 


 


White City East Partners LLC


 


By:     ______________________


          Paul S. Brandes, President


 


 


 


“Assignee”


 


Inland Real Estate Income Trust, Inc.,


a Maryland corporation


 


By:       ____________________


Name:  ____________________


Its:       ____________________


 


 


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EXHIBIT L


 


INDEMNITY


 


Acadia Strategic Opportunity Fund III LLC


c/o Acadia Realty Trust


1311 Mamaroneck Avenue, Suite 260


White Plains, New York 10605


 


 


_______________ _____, 2015


 


 


Inland Real Estate Acquisitions, Inc.


2901 Butterfield Road


Oak Brook, Illinois 60523


 


		Re:	Indemnity re Breach of Certain Provisions of the Agreement of Purchase
and Sale (the “Agreement”) dated March 6, 2015 made by
and between White City Partners LLC and White City East Partners
LLC (collectively, “Seller”), and Inland Real Estate Acquisitions, Inc. (together with its nominee acquiring title
to the Property, "Purchaser")



 


Ladies and Gentlemen:


 


Reference is hereby made to the Agreement. Pursuant
to the Agreement, Seller is concurrently conveying the Property (as defined in the Agreement) to Purchaser.


 


For
good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, Acadia Strategic Opportunity Fund
III LLC ("Acadia") agrees to hold harmless, indemnify and defend Purchaser from and against any and all damages, losses,
liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements) ("Liabilities")
incurred by Purchaser and resulting from (a) a breach of Seller's representations and warranties set forth
in Section 6(a) of the Agreement, and (b) Seller's failure to comply
with the terms of Section 17(a) or I 7(b) of the Agreement, and (c) a breach of any certification in a Seller estoppel certificate
delivered in accordance with Section 8(b)(i)(K) of the Agreement. The foregoing covenant shall be subject to all of the terms,
conditions, restrictions and limitations of liability as are set forth in Sections 6(d) and 8(b)(i)(K) of the Agreement. Acadia
also hereby agrees to guaranty payment to Purchaser of any damages payable by Seller under
Section 9(b) of the Agreement.


 


 


[signature page follows]


 


 


 


 


 


 


 


 




    	 



    	 



    

 


 


 


Very truly yours,


 


Acadia Strategic Opportunity Fund III LLC


 


By:     ____________________________


Name:


Title: