SHOPPING CENTERS PURCHASE AND SALE AGREEMENT THIS SHOPPING CENTERS PURCHASE AND SALE AGREEMENT("Agreement")is entered into as of the Effective Date (defined below), by and among EQUITY
ONE, INC., a Maryland corporation, EQUITY ONE (SOUTHEAST PORTFOLIO) INC., a
Georgia corporation, EQUITY ONE (FLORIDA PORTFOLIO), INC., a Florida
corporation (each is singularly referred to herein as"Seller"or collectively as"Sellers"),and THE PHILLIPS EDISON GROUP
LLC, an Ohio limited liability company("Purchaser"). WITNESSETH: A.Each Seller is the owner of the
Property (defined below) set forth onSchedule Aattached hereto. B.Sellers have agreed to sell and
Purchaser has agreed to purchase the Properties (defined below) in accordance
with the terms and conditions set forth herein. NOW, THEREFORE, in consideration of $10.00 and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged by Sellers and Purchaser and the mutual covenants and
agreements of each party to the other hereinafter set forth, the parties do
hereby mutually covenant and agree as follows: ARTICLE
I DEFINED
TERMS The following terms shall have the meanings ascribed to them below when
used in this Agreement: 1.1Access Agreement:That certain Property Access Agreement dated as of November 14, 2012 among Sellers
and Purchaser. 1.2Assignment and
Assumption of Contracts:An assignment and assumption of the Contracts in the form ofExhibit
1.2attached hereto and made a part hereof. 1.3Assignment and Assumption
of Leases:An assignment and assumption of the Leases in the form ofExhibit
1.3attached hereto and made a part hereof. 1.4Bill of Sale:A
bill of sale and assignment in the form ofExhibit 1.4attached hereto and made a part. 1.5Board Approval:The approval of the Board of Directors of Equity One, Inc. of the transactions contemplated herein, which approval shall be obtained
by Sellers within five (5) days following the Effective Date. 1.6Broker:CBRE, Inc. 1.7Closing:The consummation
of the transaction contemplated hereby. 1.8Closing Date:The date on which Closing shall occur which shall be a
mutually agreeable date on or
before January 15, 2013, time being of the essence (subject only to Seller's
express rights of remedy or cure provided herein, in which event Seller shall
give Purchaser no less than three (3) business days' notice of the Closing
Date.) 1.9Closing
Statement:A closing statement showing the items and amounts to be prorated between
Purchaser and Sellers hereunder. 1.10Contracts:The contracts relating to the Properties as described onExhibit
1.10 1


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attached hereto and made a part hereof. 1.11
     Deed: A limited warranty deed in the form ofExhibit 1.11attached
hereto and made a part hereof. 1.12Deposit:Initially, $1,000,000; to be increased to $3,000,000 on or
prior to the expiration of the
Inspection Period if Purchaser has not theretofore terminated this Agreement
pursuant to its right to do so as set forth herein. 1.13Effective Date:The date on which each of the Sellers and
Purchaser have executed this Agreement. 1.14Evaluation Materials:All third party materials, documents, reports,
studies and information furnished to or obtained by Purchaser concerning the
Properties other than the Seller's Documents and excluding any attorney client
privileged materials and proprietary materials prepared by third party vendors. 1.15Existing Loans:The existing mortgage indebtedness secured by the
Mableton Crossing Property and the Grassland Crossing Property. 1.16Existing Loan Documents:The loan documents evidencing and securing
the Existing Loans. 1.17Grassland Crossing Property:That certain Property known as Grassland
Crossing located in Alpharetta, Georgia as more particularly described onExhibit
1.33. 1.18Hazardous Materials:Shall mean (i)
those substances included within the definitions of any one or more of the
terms "hazardous substances," "toxic pollutants,"
"hazardous materials," "toxic substances," and "hazardous
waste" in the Comprehensive Environmental Response, Compensation and
Liability Act, 42 U.S.C. § 9601 et seq. (as amended), the Hazardous Materials
Transportation Act, as amended, 49 U.S.C. Sections 1801 et seq., the Resource
Conservation and Recovery Act of 1976 as amended, 42 U.S.C. Section 6901 et
seq.. Section 311 of the Clean Water Act and any similar Georgia state laws or
any regulations issued under any such laws and (ii) or any substance which is
toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic,
mutagenic or otherwise hazardous, or any substance which contains gasoline,
diesel fuel or other petroleum hydrocarbons, polychlorinated biphenyls (pcbs),
urea formaldehyde, electromagnetic waves, radon gas, lead based paint, asbestos
or asbestos containing material and polychlorinated biphenyls and any other materials
regulated by any Federal, Georgia state or applicable local law, legislation,
rule, ordinance, regulation or regulatory body. 1.19Inspection Period:The period commencing on the date of the Access
Agreement and expiring at 5:00 pm Eastern Time on December 19, 2012. 1.20Inspections:Site, appraisal and other
inspection analyses and studies of the Properties as Purchaser may deem
necessary and prudent in its sole and absolute discretion, provided, however,
Purchaser acknowledges and agrees that Purchaser's inspection rights shall not
include the right to conduct physically intrusive testing, including without
limitation, any environmental testing, soil sampling, the penetrating of walls
or ceilings or the penetration of the foundation slab or roof of any Property.
If Purchaser wishes to engage in any testing which is invasive, will damage or
disturb any portion of a Property, will involve sampling, or will involve
testing of subsurface soils or groundwater, Purchaser shall obtain the
appropriate Seller's prior written consent thereto, which consent may be
withheld by Sellers in their sole and absolute subjective discretion. Notwithstanding
the foregoing, it is acknowledged that Sellers have 2


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approved of the performance of a Phase II environmental
site assessment with respect to the Macland Pointe Property subject to and in
accordance with the terms and provisions ofSection 3.2(b)andExhibit
3.2(b)hereof. 1.21Leases:All leases, licenses, or other written permissions to occupy all or any part of each Property and
all amendments thereto. 1.22Leasing Costs:With respect to a
particular Lease, all capital costs, tenant improvement costs, relocation
costs, lease buyout costs, temporary leasing costs and any other allowances,
leasing commissions, legal, design and other professional fees and costs which
the landlord is responsible for the payment of under the relevant Lease or any
other agreement relating to such Lease. 1.23 List: OFAC's Specially Designated and Blocked Persons List. 1.24Mableton Crossing Property:That certain Property known as Mableton
Crossing located in Mableton, Georgia as more particularly described onExhibit
1.33. 1.25Macland Pointe Property:That certain Property known as Macland Pointe
located in Marietta, Georgia as more particularly described onExhibit 1.33. 1.26OFAC:The Office of Foreign Asset Control of the Department
of the Treasury. 1.27Order:The September 24, 2001 Executive Order Blocking Property and
Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support
Terrorism. 1.28Permitted Exceptions:With respect to each Property: (i) easements,
restrictions, covenants and agreements of record including, but not limited to,
those appearing in Schedule B-II of the Title Commitments not objected to by
Purchaser in accordance withSection 4.2below and those objected to by
Purchaser but not removed by Seller or insured over by the Title Company which
Purchaser has approved or deemed to have approved in accordance with the terms
of this Agreement; (ii) the rights of tenants in possession under unrecorded
Leases; (iii) the Contracts
other than Terminated Contracts (defined below); (iv) liens or encumbrances
securing liquidated amounts caused by parties other than Sellers; (v) zoning
ordinances; (vi) Taxes which are a lien but not then due and payable; (vii) any
mechanics' lien or other lien or title matter created by, through or under any
Tenants and relating to work or obligations the cost of which is the
responsibility of any Tenant; and (viii) matters created by Purchaser or any of
its agents. 1.29Portfolio:All of the Properties listed onSchedule A. 1.30Portfolio Material Adverse Effect:A
single event, occurrence or fact that, individually or together with all other
events, occurrences and facts, could reasonably be expected to have a material
adverse effect on the business, results of operations, or physical or financial
condition of the entire Portfolio taken as a whole. 1.31Property or Properties(as the context
requires): One or more retail shopping centers listed onSchedule Aand
commonly known by the names set forth onSchedule Aand located in the
specified city or town in the State of Georgia as listed onSchedule A,including all of Seller's right, title and interest in and to the Real Estate,
all fixtures, equipment and personalty owned by such Seller and located on or
about the Real Estate, excluding therefrom only personalty owned by tenants of
the Real Property (a list of all such fixtures, equipment and personalty, if
any, to be conveyed is attached hereto asExhibit 1.31and made a part
hereof), the use of appurtenant easements, whether or not of record, strips and
rights-of-way abutting, adjacent, contiguous, or adjoining the Real Estate, to
the extent transferable under applicable law, all licenses, permits and
authorizations previously issued in connection with the operation


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of all or part of the Real Property, to the extent
assignable, all warranties, if any, issued to the Seller with respect to the
Real Property by any manufacturer or contractor in connection with the
construction or installation of equipment of any component of the improvements
included as part of the Real Property, to the extent assignable all trade names
and general intangibles relating to the Real Property, including without
limitation, any right each Seller may have to use the name currently used with
respect to such Property and any other trademark, trade name and trade logos by
which such Property is known, telephone numbers, computer software and listings
employed exclusively in connection with the use and operation of the Real
Property, the Leases, and the Contracts. 1.32Purchase Price:$82,500,000. 1.33Real Estate:Those certain parcels of real property legally described on
compositeExhibit 1.33attached hereto and made a part hereof. 1.34Real Property:As to each Property, the Real Estate and the improvements
located thereon. 1.35Related Parties:All directors, officers,
partners, members and employees of Purchaser and Purchaser's attorneys, lenders
and accountants who need to know the Evaluation Materials to be provided to
them for the purpose of evaluating a possible purchase of the Property. 1.36Rent Rolls:The rent rolls attached hereto as compositeExhibit 1.36and made a part hereof. 1.37Seller's Documents:The documents and
materials listed onExhibit 1.37attached hereto and made a part hereof. 1.38Surveys:Surveys of the Properties in
such form as Purchaser may desire. 1.39 Taxes: All real and personal
property taxes and assessments, special or otherwise, payable in lump sums or
installments which constitute a lien against the Properties, in whole or in
part. 1.40Tenants:Tenants or occupants of the
Properties. 1.41Title Commitments:Commitments from Title Company, in its capacity as title insurer, to issue to
Purchaser at the Closing the Title Insurance Policies with respect to each of
the Properties. 1.42Title Company:Fidelity National Title Insurance Company, 200 Galleria Parkway SE, Suite 2060,
Atlanta, Georgia. 1.43Title Insurance Policies:Owner's title
insurance policies in the aggregate amount of the Purchase Price naming
Purchaser as the insured thereunder. 1.44Voluntary Liens.(i)
any mortgage or other voluntary liens in a liquidated amount voluntary created
by any Seller encumbering the Real Property, (ii) any mechanics' lien created
by, through or under any Seller, which shall not include the same created by,
through or under a Tenant relating to work the cost of which is the
responsibility of any Tenant, and (iii) any judgment lien or other involuntary
lien securing a monetary amount created by, through or under any Seller, which
shall not include the same created by, through or under a Tenant relating to an
obligation the cost of which is the responsibility of any Tenant. ARTICLE II PURCHASE AND SALE; PURCHASE
PRICEIDEPOSIT AND REFUNDABILITY 2.1Purchase and Sale; Allocation of Purchase
Price. 4


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(a)Subject to the terms and
conditions herein contained, Sellers agree to sell
to Purchaser, and Purchaser agrees to purchase from Sellers, the Portfolio for
the Purchase Price. It is expressly understood that, except to the extent
necessary to implementSection 13.11,this Agreement is intended to be a
single unitary agreement and, except as otherwise provided in this Agreement,
the Properties are being sold together and Purchaser shall have no right to
purchase less than all of the Properties. (b)Purchaser and Sellers acknowledge
and agree that the allocation of the
Purchase Price among the Properties shall be as set forth onSchedule Battached hereto. Neither Purchaser nor Sellers shall take any position (whether
in audits, tax returns or otherwise) that is inconsistent with such allocation
unless required to do so by applicable law. The
provisions of thisSection 2.1(bjshall survive the Closing. 2.2The
Purchase Price shall be paid by Purchaser to Sellers at the Closing by wire transfer of funds, subject to the adjustments and
prorations set forth in the Closing Statement. 2.3Deposit. (a)On or before three (3)
business days after the Effective Date, Purchaser
shall deposit with the Title Company, in escrow, the sum of $1,000,000 (the
"Initial Deposit"), the same representing a portion of Deposit due
hereunder, by wire transfer of U.S. dollars. In the event that Purchaser shall
not terminate this Agreement on or before the expiration of the Inspection
Period, as permitted underSection 3.3andSection 4.2below,
Purchaser shall, on or prior to the expiration of the Inspection Period,
deposit with the Title Company, in such escrow, an additional sum of $2,000,000
(the "Additional Deposit"), the same representing the balance of the
Deposit (for purposes of this Agreement, references to the Deposit shall refer
to such portion of the Deposit that is then being held in escrow by the Title
Company, as contemplated hereby). (b)The Deposit shall, once
deposited, be refundable to Purchaser in the event
of the termination of this Agreement on account of the failure of Seller to
obtain Board Approval, and in the event of the termination of this Agreement by
Purchaser or deemed termination of this Agreement, in accordance with the terms
and conditions hereof, on account of (i) failure of a condition as set forth in
Section 5.3, (ii) Purchaser's failure timely to notify Seller of its
satisfaction with its Inspections pursuant toSection 3.3hereof or
Purchaser's dissatisfaction with title to the Properties pursuant toSection
4.2hereof, (iii) a Post Inspection Period Material Uncured Title
Encumbrance (defined below), (iv) a default hereunder by Sellers, (v) damage or
destruction to the Properties pursuant to Article X hereof, or (vi)
condemnation of all or portion of the Properties pursuant to Article XI hereof,
all as provided herein. Otherwise, the Deposit shall be paid to Sellers in the
event of Closing or in the event of the termination of this Agreement on
account of Purchaser's default hereunder. (c)The Deposit shall be held in
escrow, in an interest bearing account at a
federally insured financial institution by Title Company pending the
termination of this Agreement or Closing and all interest earned thereon shall
be deemed to be part of the Deposit. At and upon Closing, the Deposit shall be
applied against the Purchase Price and delivered to Sellers. ARTICLE III INSPECTION OF
PROPERTY; ESTOPPELS 3.1Simultaneously
herewith, Seller has delivered, or made available to Purchaser, the Seller's Documents to Purchaser. Seller makes no
warranty or representation of any kind 5


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with respect to
the Seller's Documents including, but not limited to, their accuracy or
completeness. In the event of the termination of this Agreement, Purchaser
shall promptly thereafter destroy all copies of Seller's Documents and all
copies of the Evaluation Materials in its possession, however stored or
maintained, and Purchaser shall cause all of the Related Parties to whom they
were delivered (in whatever format) any of Seller's Documents or the Evaluation
Materials likewise to destroy the same promptly after termination. This
sentence shall survive termination of this Agreement. 3.2Inspections. (a)Purchaser
shall have the right, during the Inspection Period, to enter the
Real Property to undertake, at its sole cost and expense, the Inspections in
accordance with and subject to the terms and conditions set forth in the Access
Agreement. (b)Purchaser acknowledges and
agrees that Purchaser's inspection rights
shall not include the right to conduct physically intrusive testing, including
without limitation, any Phase II environmental site assessment or any other
form of invasive environmental testing, soil sampling, the penetrating of walls
or ceilings or the penetration of the foundation slab or roof of any Property.
If Purchaser wishes to engage in any testing which is invasive, will damage or
disturb any portion of a Property, will involve sampling, or will involve
testing of subsurface soils or groundwater, Purchaser shall obtain the
appropriate Seller's prior written consent thereto, which consent may be
withheld by Sellers in their sole and absolute subjective discretion.
Notwithstanding the foregoing, Seller hereby agrees that Purchaser may conduct
a Phase II environmental site assessment on the Macland Pointe Property subject
to and in accordance with the terms set forth onExhibit 3.2(b). (c)The
Inspections shall include the right of Purchaser to conduct interviews,
on site or by telephone, of the Tenants; provided that prior notice of not less
than forty-eight (48) hours of any such interviews shall be given to Seller's
Representative (as defined below) and Seller shall have a right to have a
representative present (or, as applicable, on the telephone) during any such
interview. Provided such forty-eight (48) hours' prior notice has been given to
Seller's Representative, any such interview may proceed even if a
representative of Seller is not present, provided that, with respect to any
such interview where a representative of Seller is not present, Purchaser shall
provide a written summary of such interview subsequent thereto. For purposes of
thisSection 3.2(c),"Seller's Representative" shall mean Bob
Mitzel of Equity One, Inc., Phone: 770.818.1347;email:
bmitzel@equityone.net,or any other person designated by the Seller from
time to time. 3.3In the event that,
after conducting the Inspections, Purchaser desires, in its sole and absolute discretion, to proceed with the
purchase of the Properties, Purchaser shall so notify Seller, in writing, on or
prior to the conclusion of the Inspection Period, time being of the essence of
this Agreement. In the event that Purchaser gives such notice within such time
period, Purchaser will be deemed to have agreed to proceed to Closing subject
to and in accordance with the balance of the terms and conditions of this
Agreement. In the event such notice is not timely given, or in the event
Purchaser affirmatively notifies Seller in writing of its dissatisfaction with
any of its Inspections (which, it shall have the right to do in its sole and
absolute discretion) prior to the conclusion of the Inspection Period, this
Agreement shall terminate and be of no further force or effect (with the
exception of those provisions, hereof which are expressly intended to survive
such termination), and Purchaser shall be relieved of any and all liability
under this Agreement, except such liability under this Agreement expressly
stated herein to survive such termination. It is expressly acknowledged that,
except as set forth inSection 5.3 (b)andExhibit 3.2(b),Purchaser shall not have the right to exercise the foregoing


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termination
right as to only one of the Properties. Any such termination shall terminate
Purchaser's rights to acquire all of the Properties even in the event that
Purchaser is otherwise satisfied with one or more of the other Properties. 3.4Access to
Properties; Indemnification. (a)In connection with Purchaser's
Inspection and entry onto the Real
Property in accordance with the Access Agreement, Purchaser shall not permit
any construction, mechanic's, materialman's or other lien to be filed against
any of the Real Property as the result of any work, labor, service or materials
performed or furnished, by, for or to Purchaser, its employees, agents and/or
contractors. If any such lien shall at any time be filed against the Real
Property, Purchaser shall, without expense to Sellers, cause the same to be
discharged of record by payment, bonds, order of a court of competent
jurisdiction or otherwise, within 30 days of Purchaser's notice thereof.
Purchaser shall indemnify, defend and hold harmless Sellers against any and all
claims, losses, damages, costs and expenses (including, but not limited to,
attorneys' fees and costs), arising out of the filing of any such liens and/or
the failure of Purchaser to cause the discharge thereof as same is provided
herein. (b)Purchaser shall procure and continue in force and effect from and
after the
date Purchaser first desires to enter the Real Property, and continuing
throughout the term of this Agreement, the following insurance coverages placed
with a responsible insurance company licensed to do business in the State of
Georgia having an A.M. Best's rating of "A-IX" or better:
comprehensive general liability insurance with a combined single limit of not
less than $2,000,000.00 per occurrence or commercial general liability
insurance with limits of not less than
$2,000,000.00 per occurrence and $2,000,000.00 aggregate. To the extent such
$2,000,000.00 limit of liability is shared with multiple properties, a per
location aggregate shall be included. Sellers and/or their designees shall be
included as additional insureds under such comprehensive
general liability or commercial general liability coverage. Purchaser shall
deliver to Sellers certificates of such insurance evidencing such coverage
prior to the date Purchaser enters the Properties. Such insurance may not be
cancelled or amended except upon 30
days' prior written notice to Seller. The minimum levels of insurance coverage
to be
maintained by Purchaser hereunder shall not limit Purchaser's liability under
this Section. (c)This Section shall survive the Closing and/or the termination of
this
Agreement in all events. 3.5Notwithstanding
anything herein to the contrary, Purchaser hereby expressly acknowledges and agrees that Purchaser has or will have, prior to the
end of the Inspection Period, thoroughly inspected and examined the
Properties. Purchaser hereby further
acknowledges and agrees that Purchaser is relying solely upon its Inspections
and that Purchaser is purchasing the Properties on an"AS IS",
"WHERE IS"and"WITH ALL FAULTS"basis and,
except as expressly set forth herein or in any document delivered by Sellers at
Closing, without representations, warranties or covenants, express or implied,
of any kind or nature including, but not limited to, the zoning of the
Property, the tax consequences to Purchaser, the physical condition of the Real
Property, environmental compliance, governmental approvals and compliance of
the Real Property with applicable rules, regulations, ordinances and statutes.
The express intention of Purchaser and Seller is that Purchaser shall purchase
the Properties from Sellers without any representations, warranties or
covenants, express or implied, from or of Sellers except as expressly set forth
herein or in any document delivered by Sellers at Closing. Purchaser hereby
waives and 7


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relinquishes all rights and privileges
arising out of, or with respect to or in relation to, any representations,
warranties or covenants, whether express or implied, which may have been made or given, or which may be
deemed to have been made or given, by Sellers, except those representations,
warranties and covenants as may be expressly set forth herein or in any
document delivered by Sellers at Closing. Without limiting the generality of
the foregoing, Purchaser hereby further acknowledges and agrees that, except
for those representations, warranties and covenants as may be expressly set
forth herein or in any document delivered by Sellers at Closing, any warranties
of merchantability and fitness for a particular purpose are excluded from the
transactions contemplated hereby, as are any warranties arising from a course
of dealing or usage or trade, and that Sellers have not represented or
warranted, and Sellers do not hereby represent or warrant, that the Real Property
now or in the future will meet or comply with the requirements of any health,
environmental or safety code or regulation of the United States of America, the
state where the Real Property is located, or any other authority or
jurisdiction. Without limiting the generality of the foregoing, in the event
Purchaser actually takes title to the Real Property, Purchaser hereby assumes
all risk and agrees that Sellers shall not be liable to Purchaser (or
Purchaser's successors and assigns) for, and Purchaser hereby expressly waives
any claims it may have now or in the future against Sellers on account of, any
special, direct, indirect, consequential or other damages resulting or arising
from or relating to the ownership, use, condition, location, maintenance,
repair or operation of the Property except for (i) claims for contribution from
Sellers in connection with any environmental condition at any Property (other
than the Macland Pointe Property which shall governed by the provisions ofExhibit
3.2(b)hereof) to the exist existing or arising from acts or omissions
occurring prior to Closing or (ii) any claims relating to a breach by Sellers
of the expressed representations and warranties of Sellers under this Agreement
or in any document delivered by Sellers at Closing. 3.6Purchaser
agrees to keep confidential Seller's Documents and the Evaluation Materials. None of Seller's Documents or the
Evaluation Materials shall be used or duplicated by Purchaser for any purpose
other than Purchaser's evaluation of a possible acquisition of the Portfolio.
Purchaser agrees to keep all of Seller's Documents and the Evaluation Materials
strictly confidential; provided, however, that Seller's Documents and the
Evaluation Materials may be disclosed to the Related Parties. Purchaser shall
inform the Related Parties in writing prior to disclosure, of the confidential
nature of the same and the Related Parties shall be directed to keep same in
the strictest confidence and to use the same only for the purpose of evaluating
a possible purchase by Purchaser. Purchaser will promptly, upon request of
Sellers, deliver to Sellers copies of the Evaluation Materials. Purchaser will
direct the Related Parties to whom Seller's Documents and/or the Evaluation
Materials are made available to hold the same in strictest confidence and not
to make any disclosures thereof and any such disclosures shall be deemed made
by and be the responsibility of Purchaser. Purchaser shall indemnify, defend,
and hold Sellers, and each of the officers, trustees, partners, and members
harmless from and against any and all claims, losses, damages, liabilities,
costs and expenses (including attorneys' fees and costs) arising out of or
resulting from the breach of any of the terms of thisSection 3.6.This
indemnity obligation shall survive the consummation of the sale contemplated
hereunder or any earlier termination of this Agreement. 3.7Estoppel
Certificates. (a)
Sellers shall use good faith, diligent efforts to cause all of the Tenants to execute and deliver to Purchaser estoppel
certificates in the form required under the respective 8


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Leases or, if no form is
specified in the Lease, substantially in the form attached hereto asExhibit
3.7,but in no event shall such form be more onerous than the form required
to be delivered by the tenants under their respective Leases, such estoppel
certificates shall not be dated earlier than 45 days prior to Closing. (b)In
the event that Closing shall occur on a date more than 45 days after the
date of any such estoppel, Seller shall provide a so-called "Seller
estoppel" with respect to the period of time between the date of the
applicable estoppel and the date 45 days prior to Closing. (c)It shall be a condition
precedent("Estoppel Condition")to Purchaser's
obligation to purchase the Properties that Purchaser shall have received no
later than 3 days prior to Closing executed estoppel certificates from (i) the
grocery store anchor tenants at each Property (collectively, the"Anchor
Tenants"),and (ii) Tenants (the"Non-Major Tenants")occupying
not less than 50% of the remaining leasable square foot area of each of the
Properties (collectively, the estoppel certificates from the Anchor Tenants and
from Tenants occupying not less than 50% of the remaining leasable square foot
area are herein referred to as the"Required  Estoppels"),all
dated no earlier than 45 days prior to the Closing. So long as such estoppel
certificates do not allege a default by the landlord or identify any fact or
circumstance which, with notice or the passage of time or both, would
constitute a default by the landlord under the applicable Lease and otherwise
confirm the business terms set forth in the Lease, the same shall be deemed
acceptable for purposes of satisfying the Estoppel Condition. All other
estoppels shall be subject to Purchaser's approval, not to be unreasonably
withheld, before the same shall be accepted for purposes of satisfying the
Estoppel Condition. In the event that one or more of the Required Estoppels
from the Non-Major Tenants is not delivered on or before 3 days prior to
Closing, the Sellers shall have the right, in satisfaction of the Non-Major
Tenant requirement of the Estoppel Condition, to deliver an estoppel
certificate for Non-Major Tenants occupying no more than 10% of the leasable
square foot area of each Property. In the event that the Estoppel Condition
shall not have been satisfied or waived by Purchaser as of the date 3 days
prior to Closing, subject to Section 6.3 hereof, Purchaser shall have the
right, on or before the earlier of the date when the Estoppel Condition has
been satisfied or the Closing Date, to terminate this Agreement, in which
event, the Deposit shall be promptly returned to Purchaser and Purchaser shall
be relieved of any and all liability under this Agreement, except such
liability under this Agreement expressly stated herein to survive such
termination. 3.8Purchaser
acknowledges that Seller requires Board Approval. In the event Seller does
not obtain Board Approval, it shall so notify Purchaser on or before the fifth
(5th) day after the Effective Date, in which case this Agreement shall
terminate, the Deposit shall be returned to Purchaser and neither party shall
have any further rights or obligations hereunder except for those obligations
expressly intended to survive termination. 3.9Purchaser
acknowledges that certain of the Properties are subject to the rights of first
refusal or first offer set forth onExhibit 3.9(the"Existing
Options").Within five (5) days following the Effective Date, Seller
shall deliver the notice required pursuant to the Existing Options and shall
provide a copy thereof to Purchaser. Should any party to the Existing Options
thereunder exercise its right to purchase the applicable Property, (i) Seller
shall notify Purchaser of the same, (ii) this Agreement will terminate but only
with respect to such Property, (iii) the Purchase Price shall be reduced by the
amount of the Purchase Price allocated for such Property as
set forth onSchedule B,(iv) the Cap and the Floor shall be
proportionally reduced based upon the reduction in the Purchase Price, (v) all
references hereunder to such Property shall be deemed deleted, and (vi) neither
such Seller nor Purchaser shall have any liability hereunder with regard to the
such Property, except for the obligations hereunder which expressly survive
termination


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of this Agreement. ARTICLE IV TITLE AND SURVEY
MATTERS 4.1As
evidence of title, Purchaser shall, at its sole cost and expense, obtain the
Title Commitments and the Surveys. 4.2If
written objections to title to the Real Property (with reasonable specificity)
are made by or on behalf of Purchaser by 5:00 pm
eastern time on December 14, 2012 that title to the Real Property is not
acceptable (each a "Title Objection" and collectively "Title
Objections"), Seller shall have until 5:00 pm eastern time on December 18,
2012 in order to notify Purchaser in writing as to those Title Objections which
shall be remedied by Sellers and/or that at Closing the Title Company shall
insure over the same in a manner reasonably acceptably to Purchaser, provided,
however, it is expressly understood that Sellers shall have no obligation to
effect the cure of any such objections; provided, however, Sellers shall be
obligated to remedy or remove as encumbrances all Voluntary Liens including the
Existing Loans. If Sellers are unable or unwilling to remedy any Title
Objection or agree to remedy Title Objection no later than l day prior to the
expiration of the Inspection Period, Purchaser shall have the option (a) to
proceed with the purchase of the Properties, in which event the Permitted
Exceptions shall be deemed to include such Title Objections; or (b) to
terminate this Agreement upon written notice thereof on or before expiration of
the Inspection Period, same being in full termination of any and all
liabilities and rights of Purchaser and Sellers under this Agreement (except
those expressly provided herein to survive such termination). Failure of
Purchaser timely to deliver such notice shall be deemed an election by Purchaser
to choose option (a). In the event Sellers agree in writing to cure any Title
Objection and Sellers fail to remedy such Title Objection within 3 days prior
to Closing, subject to Section 6.3, Purchaser shall have the option to (x) to
proceed with the purchase of the Properties, in which event the Permitted
Exceptions shall be deemed to include such Title Objection; or (y) to terminate
this Agreement upon written notice thereof to Seller, same being in full
termination of any and all liabilities and rights of Purchaser and Sellers
under this Agreement (except those expressly provided herein to survive such
termination) whereupon the Deposit, if then made, shall be promptly returned to
Purchaser. 4.3n
the event that this Agreement has not theretofore been terminated, subsequent to the Inspection Period, Purchaser shall cause the
Title Commitments to be updated. In the event the same reveal any encumbrances
not revealed in the Title Commitments as the same existed as of the expiration
of the Inspection Period (other than any Permitted Exceptions), Purchaser shall
have the right, prior to Closing, to object thereto on notice to Sellers. In
the event that Sellers elect to undertake the cure thereof, Sellers shall have
the right, on notice thereof to Purchaser, to extend the Closing Date for up to
30 days. In the event that any item to which such an objection has been made
shall require, as a condition to its release, an expenditure in excess of
$10,000.00 (such item being referred to herein as a"Post Inspection Period
Material Uncured Title Encumbrance")and in the event Sellers shall decline prior to
Closing so to make such expenditure or otherwise to remedy such objection to
Purchaser's reasonable satisfaction, prior to Closing, Purchaser shall have the
right to terminate this Agreement on notice thereof to Sellers, in which event,
in accordance withSection 2.3(b)above, the Deposit shall be promptly
returned to Purchaser whereupon this Agreement shall terminate and be of no
further force or effect (with the exception of those provisions, hereof which
are expressly intended to survive such termination), and Purchaser shall be
relieved of any and all liability under this Agreement, except such liability
under this Agreement expressly stated herein to survive such 10


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termination. ARTICLE V CLOSINGiCONDITIONS
PRECEDENT 5.1Closing.Subject to Seller's express rights of remedy or cure provided herein, Purchaser's rights to terminate this Agreement
and/or the automatic termination of this Agreement pursuant toArticle III,
Article IV, Article VI, Article XandArticle XIhereof and the
satisfaction of the conditions set forth inArticle VIII,Closing shall
occur on or before 3:00 pm eastern time on the Closing Date (i.e., Seller shall
have received all closing proceeds due Seller as of 3:00 pm eastern time on the
Closing Date). At such time as the Title Company has received all required
executed documents and all required funds, and at such time as the Title
Company is able and has committed to issue its Title Insurance Policies, the
Title Company shall disburse the funds in its possession in accordance with a
Closing Statement executed by Sellers and Purchaser, then record all documents
that are to be recorded and deliver the Closing documents to the respective
parties hereunder. At Closing, Sellers shall deliver possession of the Real
Property to Purchaser subject to the Permitted Exceptions. 5.2Purchaser's
Conditions to Closing.The obligation of the Purchaser to purchase and
pay for the Properties is subject to the satisfaction (or waiver by the
Purchaser) as of the Closing of the following conditions: (a)
Each of the representations and warranties made by the Sellers in this Agreement
shall be true and correct in all material respects when made and on and as of
the Closing Date as though such representations and warranties were made on and
as of Closing Date (unless such representation or warranty is made on and as of
a specific date, in which case such representation or warranty shall be true
and correct as of such date), and the Seller shall have performed or complied
in all material respects with each obligation and covenant required by this
Agreement to be performed or complied with by the Sellers on or before the
Closing;provided, however,it is specifically understood and agreed by
Purchaser that the condition set forth in thisSection 5.2(a)shall be
deemed to have been satisfied at Closing unless the failure of the
representations or warranties of Sellers to be so true and correct and/or such
breach or violation by Sellers of any obligation or covenant required by this
Agreement would have a Portfolio Material Adverse Effect. Notwithstanding
the foregoing, Purchaser acknowledges and agrees that any variations with
respect to the representations and warranties made by Sellers as set forth
herein not being true and correct as of the Closing Date as a result of any of
the following matters shall not be factored into
determining whether a Portfolio Material Adverse Effect has occurred for
purposes of thisSection 5.2(a): (i)changes in circumstances or
status of Tenants under Leases (e.g.,
tenant defaults, bankruptcies, or other adverse matters relating to a tenant or
any termination of any Lease by the applicable tenant other than as a result of
(A) any landlord default thereunder or(B)a termination or surrender
agreed to by Sellers in violation ofSection 7.2occurring after the
Effective Date. For the avoidance of doubt, for purposes of clause (A)
immediately above, landlord defaults shall not include any breach of the co-tenancy
requirements under any Lease occurring after the Effective Date due to an
another Tenant at the applicable Property "going dark" or defaulting
under its Lease; 11


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(ii)Updates and changes toExhibit 1.36(Rent Rolls) and/orExhibit1.10 (Contracts) to reflect any new Leases or Contracts, respectively,
entered into after the Effective Date in accordance with the provisions ofSection
7.2hereof and any changes to any exhibits or schedules to this Agreement
arising after the Effective Date as a result of the matters set forth in clause
(i) above; (iii)Updates to the information set forth inExhibit 7.1(Defaults/Offsets/Delinquencies)
(the "Delinquency Schedule") with respect to matters occurring after
the Effective Date (it being agreed that the matters described in clauses (i),
(ii) and (iii) shall be governed by the provisions ofSection 5.3(b)hereof); (iv)The occurrence of any casualty
at any of the Properties after the
Effective Date (which matters shall be governed by the provisions ofArticle
Xhereof); and (v)The commencement of any condemnation proceeding against any
of the Properties after the Effective Date (which matters shall be governed by
the provisions ofArticle XIhereof). (b)Title to the Property shall have been delivered to Purchaser in the
manner required underArticle IVandArticle V. (c)The Estoppel Condition. (d)No space occupied by an Anchor Tenant, shall be affected by one or more
of the following: (A) the termination of its Lease for any reason, (B) the
filing of a petition in bankruptcy or an involuntary bankruptcy filed against
the applicable Anchor Tenant or (C) the applicable Anchor Tenant shall have
vacated its premises, or overtly threatened in a writing received by Seller
that it intends to vacate its premises or go dark (or there is a formal press release
or public notice or store closing list that states such tenant intends to
vacate or go dark). 5.3Failure of a
Condition. (a) In the event that
any of the conditions set forth inSection 5.2 (a), (b) or (c) is not satisfied on
the Closing Date (subject toSection 6.3),and such failure is other
than as a result of a default by
Seller under this Agreement (which shall be governed bySection 6.2),Purchaser
may: (i) waive in writing any such condition and proceed with the Closing; or
(2) terminate this Agreement as to the entire Portfolio, in which case, this
Agreement shall be no force or effect, Escrow Agent shall refund the Deposit to
Purchaser and both Purchaser and each Seller will be relieved of any further
obligations hereunder, except for the obligations hereunder which expressly
survive the Closing or other termination of this Agreement. (b)
In the event that the condition set forth inSection 5.2 (d)is not
satisfied on the Closing Date with respect to one or more of the Properties (an"Affected
Property"),Purchaser may: (i) waive in writing any such condition and
proceed with the Closing; or (ii) terminate this Agreement as to any one (1)
Affected Property, and, in such event, (a) this Agreement will terminate but
only with respect to the Affected Property; (b) the Purchase Price shall be
reduced by the amount of the Purchase Price allocated to the Affected Property;
(c) the Cap and the Floor shall be proportionally reduced based upon the
reduction in the Purchase Price; (d) all references hereunder to the Affected
Property shall be deemed deleted; and (e) neither Seller nor Purchaser shall
have any liability hereunder with regard to the Affected Property, except for
the obligations hereunder which expressly survive termination of this Agreement. 12


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ARTICLE VI DEFAULTS AND
INDEMNIFICATION 6.1Purchaser
Default.If Purchaser should fail to close the transaction contemplated under
this Agreement, then the Title Company shall deliver the Deposit to Sellers as
full compensation for their damages and as their sole and exclusive remedy,
given that the parties acknowledge and agree that actual damages are impossible
to ascertain with any certainty but the Deposit is a reasonable estimate
thereof and as fair and agreed upon liquidated damages and not a penalty.
Notwithstanding the foregoing, the indemnities made by Purchaser set forth inSection
3.4, Section 3.6andArticle XIIhereof shall not be deemed limited
by the foregoing limitation on remedies. 6.2Sellers
Default.If the Sellers breach or default under this Agreement prior to Closing, Purchaser shall, as its sole remedy, have
the right: (a) to declare this Agreement terminated, in which event the Deposit
shall be promptly returned to Purchaser, or (b) to seek specific performance of
Sellers' obligations hereunder; provided, however, in the event of a willful
breach of the terms of this Agreement by the Sellers of such a nature that
specific performance is not available or practically unavailable, then
Purchaser shall be entitled to pursue Sellers for damages incurred by Purchaser
resulting from such willful breach on the part of the Seller provided that,
such damages to be recovered by Purchaser shall not exceed $250,000.00 in all
events. 6.3Notice
of Default; Opportunity to Cure.NotwithstandingSection 5.3andSection 6.2
above, in the event of a Sellers' default hereunder or the failure of any
condition to Closing. Sellers shall have the right, but not the obligation, to
cure, or attempt to cure the default or failure before Purchaser may exercise
its rights granted underSection 5.3orSection 6.2,provided Sellers
commence to cure said default within ten (10) business days of Sellers' receipt
of written notice of such default from Purchaser and Sellers thereafter
diligently pursue the cure, it being understood by Sellers and Purchaser that
the Closing Date will be extended for such time, not to exceed 30 days in any
event, as Sellers require to cure the default or failure so long as Sellers use
diligence to complete such cure. 6.4Survival.The
representations and warranties of Sellers contained in this Agreement, the representations and warranties of
Sellers set forth in any seller estoppel certificate delivered pursuant toSection
3.7hereof and the indemnification given by Sellers to Purchaser in the Assignment
and Assumption of Leases and in the Assignment and Assumption of Contracts
shall survive for a period("Survival Period")of 180 days
after the Closing. The covenants contained in this Agreement to the extent to
be performed prior to or at Closing shall not survive after the Closing. In
connection with the foregoing, to the extent claims of Losses (defined below)
are not brought in the form of a lawsuit on or before the expiration of the
Survival Period, then, thereafter, any such claims shall be forever barred,
waived, released and discharged. ThisSection 6.4shall survive Closing. 6.5Indemnification
by the Sellers. (a)From and after the Closing,
but subject to the terms ofSection 6.4above
andSection 6.5(b)below, Sellers shall indemnify and hold Purchaser,
its affiliates, members and partners, and the partners, shareholders, officers,
directors, employees, representatives and agents of each of the foregoing
harmless from and against any and all costs, fees, expenses, damages,
deficiencies, interest and penalties (including, without limitation, reasonable
attorneys' fees and 13


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disbursements) suffered or
incurred by any such indemnified party in connection with any and all losses,
liabilities, claims, damages and expenses (collectively,"Losses"),arising out of, or in any way relating to (i) breach of any representation or
warranty of Sellers contained in this Agreement, and (ii) any material
misstatement contained in any Seller estoppel certificate delivered pursuant toSection 3.7hereof or in any schedule, exhibit, certificate, instrument
or other document delivered pursuant hereto. The foregoing indemnity shall be
deemed to include actual Losses only, and not punitive, indirect or
consequential damages. In the event Purchaser becomes aware of any such Losses
or the likelihood of such Losses, Purchaser shall give prompt written notice to
Sellers and Sellers shall have the right and opportunity to defend against such
Losses with counsel selected by Sellers. If and to the extent that, prior to
Closing, Purchaser has or obtains actual knowledge or deemed knowledge relating
to any breach of a representation or warranty contained herein, and Purchaser
elects to proceed to Closing notwithstanding same, then, in such event, Sellers
shall have no liability for any Losses relating to the breach of such
representation and warranty to the extent of the inconsistency known or deemed
to be known by Purchaser. Purchaser shall be deemed to know a representation or
warranty is untrue, inaccurate or incorrect if this Agreement or any of
Seller's Documents or the Evaluation Materials contains information which is
inconsistent with such representation or warranty. (b)In addition to the limitations
set forth inSection 6.4,Purchaser
acknowledges and agrees that (i) Sellers shall have no liability to Purchaser
for any Losses unless individual claims of Losses exceed $7,500 each, and all
such individual claims of $7,500 or more collectively aggregate more than
$100,000.00 (the"Floor),in which event the full amount of such valid
claims shall be actionable, up to the liability cap set forth in the following clause, (ii) recovery against Sellers for any Losses shall be limited to
$2,000,000.00 in the aggregate (the "Cap"), and (iii) in no event
shall Purchaser be entitled to seek or obtain any other damages of any kind,
including, without limitation, consequential, indirect or punitive damages. The
foregoing Floor and Cap shall not apply to the indemnification provided by
Sellers in Article XII hereof. (c)Sellers acknowledge and agree
that for the period commencing on Closing
and ending on the last to occur of (i) the expiration of the Survival Period
and the failure of Purchaser to assert prior thereto any claims for
indemnification underSection 6.5(a)above, or (ii) the date on which
the adjudication has been finalized of any claim for indemnification brought by
Purchaser underSection 6.5(a)above and the expiration of all appeal
periods, Sellers shall maintain a liquid net worth in an amount not less than
$1,000,000.00, provided that, in the event that Purchaser shall timely assert
such a claim for indemnification within the Survival Period and such claim
shall be for an amount less than $1,000,000.00, such amount to be maintained as
a liquid net worth pursuant to the foregoing shall be reduced to equal 200% of
the amount of such claim. (d)ThisSection 6.5shall survive Closing.
ARTICLE VIIREPRESENTATIONS AND WARRANTIES; COVENANTS 7.1Representations and Warranties of Seller. (a)       
Sellers represent and warrant as follows (it being understood that the each Seller is making such
representations and warranties solely with respect to itself and its respective
Property(ies)): (i)Rent Roll; Leases. 14


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(A)The Rent Rolls attached hereto asExhibit 1.36are the
current rent rolls for the Properties, which contains a complete list of all of
the Leases and which identifies, as to each Lease, the date of the Lease and
all amendments and assignments, the term, the rental rate and the square
footage of the applicable leased premises, all of which information is true,
accurate and complete in all material respects. (B)With respect to the Leases,
(1) such Leases constitute all
the leases, licenses, subleases, or other occupancy agreements, written or
oral, affecting each of the Properties, (2) such Leases have not been modified
except as stated inExhibit1.36, (3) such Leases contain the entire
agreement between the Seller and the Tenants, (4) Sellers have neither given
nor received any notice of a default under any Lease which remains uncured,
other than as identified onExhibit 7.1attached hereto and incorporated
herein by reference, (5) other than as identified onExhibit 7.1,the
fixed rent and additional rent reserved under the Leases is currently being
collected under such Leases without the exercise or threat of exercise of any
offset, counterclaim or deduction or any free rent period, (6) no rent
concessions, rent reductions or free rent are due with respect to the Tenants under the Leases except as shown onExhibit 1.36,(7) all landlord's work required to be completed by any Seller prior to the
Effective Date with respect to the initial occupancy of the Tenants under the
Leases has been completed and paid for, (8) there is no delinquent rent or
arrearage of rent payments in excess of fifteen (15) days under any of the
Leases except as shown onExhibit 7.1,(9) there are no commitments to
any tenant for repairs or improvements other than a general landlord
requirement for customary maintenance, repairs and replacements in the future,
and there are no tenant allowances under any of the Leases, except as shown onExhibit
1.36.Complete copies (in all material respects) of the Leases have been
delivered to Purchaser as part of Seller's Documents, and (10) there are no
unpaid leasing commissions, brokerage expenses, finders' fees or the like due
and owing by Sellers or the landlord named in any of the Leases (if other than
Sellers) to any party, except as shown onExhibit 7.1(a)(i). (ii)Condemnation.To the best of Seller's knowledge, except as set
forth onExhibit 7.1(a)(ii),there are no pending condemnation or
similar proceedings affecting the Properties, nor to the best of either
Sellers' knowledge, are any such actions threatened or contemplated. (iii)Litigation.To the best of Seller's knowledge, there are no
actions,
suits or proceedings pending in any court or before or by an arbitration
tribunal or regulatory commission, department or agency nor, to the best of
either Seller's knowledge, are any otherwise threatened which in any case, if
adversely determined, would have a Portfolio Material Adverse Effect, or would
materially affect the ability of Sellers to consummate the transactions
contemplated hereby. (iv)Violations.To the best of Seller's knowledge, and except as
included in Seller's Documents including, without limitation, in any third
party report delivered by Sellers to Purchaser, Sellers have not received any
written notice from any governmental authority having jurisdiction over the
Properties advising that the Properties or any use or occupancy thereof is in
current violation of any applicable law, code, ordinance or regulation,
including, without limitation, any laws or regulations governing the use,
transport, presence or disposal of Hazardous Materials, or any zoning or other
municipal ordinance which has not been cured. (v)Assessments.To the best of Seller's knowledge, and except as
disclosed in the Title Commitments, Sellers have not received any notice that
the Property is affected by any special or other assessment for public
improvements and, to the best of either Seller's knowledge, there is no
proposed special or other assessment affecting the Properties.


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(vi)Hazardous Materials.Sellers have, to the best of Seller's
knowledge, delivered or made available to Purchaser true and complete copies of
the most recent environmental reports in Sellers' possession. To the best of
Seller's
knowledge, and except as set forth in the environmental reports delivered or
made available to Purchaser, Sellers have received no written notification from
any governmental or quasi-governmental authority that there exists any
violations of environmental statutes,
ordinances or regulations affecting any Property which have not been cured. (vii)Contracts.The Contracts have not been amended, modified or
amended, except as shown onExhibit 1.10.To the best of Seller's
knowledge, Sellers have received no written notice of default under any
Contract. (viii)Non-Foreign Person.Sellers are not foreign persons within the
meaning of Section 1445 of the Internal Revenue Code. (ix)Employees.Sellers have no employees at the Real Property and
are not parties to any collective bargaining agreements. (x)Authority.Subject to obtaining Board Approval and the provisions
ofSection 3.9,(i) Sellers have the right and authority to execute this
Agreement and to sell the Properties without obtaining any other consent,
approval, release, or signature of any other party; (ii) the signatories hereto
on behalf of Sellers have been duly authorized to execute and deliver this
Agreement and to bind the Sellers hereto; (iii) Sellers have full power to
consummate the transaction described in this Agreement; (iv) the execution and
delivery of this Agreement by Sellers and the consummation by Sellers of the
transaction described herein has been duly and validly authorized by all
necessary action and the observance of all required formalities on the part of
Sellers such that this Agreement constitutes valid and legally binding
obligations of the Sellers, enforceable against the Sellers in accordance with
its terms. (xi)No Conflict.Subject to obtaining Board Approval and the
provisions ofSection 3.9,neither the execution and delivery of this
Agreement nor the consummation by Sellers of the transaction contemplated
hereby will (A) conflict with or result in a breach of or default under any of
the terms, conditions or provisions of any note, bond, mortgage, indenture,
license, agreement or other instrument or obligation to which either Seller is
a party or by which either Seller or the Properties are bound, or (B) violate
any order, injunction, decree, statute, rule or regulation applicable to
Sellers or the Properties; provided, however, that each Seller makes no
representation or warranty hereunder as to the applicability of any of the
Existing Options in connection with the transactions contemplated hereby. (xii)PATRIOT Act.Neither Sellers nor any of their affiliates, nor
any of their respective partners, members, shareholders or other equity owners,
and none of their respective employees, officers, directors, representatives or
agents, is a person or entity with whom U.S. persons or entities are restricted
from doing business under regulations of OFAC (including those named on the
List) or under any statute, executive order (including the Order), or other
governmental action. (b)
Except as expressly provided herein, Sellers have made no representations or warranties with respect to any aspect of Seller's
Documents, including, but not limited to, their truthfulness, accuracy or
completeness, and/or with respect to the any physical aspects of the Real
Property and no such representations or warranties shall be deemed implied and
Sellers hereby disclaim any such representations or warranties (other than those
which are expressly set forth herein). The phrase to the best of Seller's
Knowledge" used in this Agreement shall be 16


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deemed
to refer to the actual (as distinguished from imputed) knowledge of Robert
Mitzel, without any personal liability to Mr. Mitzel and without any obligation
of inquiry or investigation on his part, Mr. Mitzel being the President-
Southeast of Sellers and being the executive within such company most familiar
with Properties. (c) Purchaser expressly
authorizes Sellers to make whatever inquiries and disclosures with respect to Purchaser as Sellers shall require in connection
with a credit investigation (e.g., with Dunn & Bradstreet or other credit
reporting agency) and those in connection with the USA PATRIOT Act. Sellers' representations and warranties under thisSection
7.1shall be true, correct and complete as of the Effective Date and as of
the Closing Date as and to the extent set forth in Section 5.2 above.
Notwithstanding the foregoing, in the event of Closing, such representations
and warranties, for purposes ofSection 6.5above, shall be deemed
modified as of Closing to account for any information contradicting any of the
same, in any respect, discovered by or otherwise provided to Purchaser prior to
Closing. 7.2Covenants
of the Sellers Prior to Closing.Until Closing, each Seller or the Sellers' respective
agents shall: (a)Insurance.Keep the Properties insured against fire and other
hazards
covered by the insurance policies maintained by Seller on the date of this
Agreement. (b)Operation.Operate and maintain the Properties in a businesslike
manner
and substantially in accordance with the Sellers' past practices with respect
to the Properties, subject to the restrictions contained in this Agreement.
Sellers will not impose any restrictive covenants or encumbrances on the
Properties from and after the Effective Date which cannot be discharged or
released of record upon Closing. (c)New Contracts.Sellers shall not enter into third party
Contracts relating
to the Properties, without Purchaser's prior written consent, which consent
shall not be unreasonably withheld prior to the expiration of the Inspection
Period but may be withheld in the Purchaser's sole discretion thereafter,
unless any such Contract (i) is necessary as a result of an emergency at the
Properties, or (ii) is entered into in the course of customary maintenance and
repair at the Properties and does not require the payment of more than $10,000
in any calendar year and for each of (i) and (ii) is terminable upon no more
than 30 days' notice without payment of any termination fee or charge. If a
Seller enters into any third party contracts after the date of this Agreement,
then such Seller shall promptly provide written notice and a copy thereof to
the Purchaser, and unless such contract required the Purchaser's approval
pursuant to this subsection and such approval was not obtained, the Purchaser
shall assume such contract at Closing forobligations arising and
charges accruing after the Closing. If a new Contract requires the
Purchaser's approval and the Purchaser does not object within five business
days after receipt of a copy of such Contract, then the Purchaser shall be
deemed to have approved such Contract. (d)New Leases.Continue its present leasing program and efforts
at the
Properties to lease vacant space, provided that, without Purchaser's prior
written consent, which consent shall not be unreasonably withheld prior to the
expiration of the Inspection Period but may be withheld in Purchaser's sole
discretion thereafter, Sellers shall not execute any new Lease or amend,
terminate or accept the surrender of any existing tenancies or approve any
subleases, except that Sellers are authorized to accept the termination of
Leases at the end of the existing terms or extend or renew such Leases pursuant
to termination, extension and renewal rights contained in the same. If a new
Lease or an amendment, renewal or extension of an existing Lease requires
Purchaser's consent and Purchaser does not object within five business days
after receipt 17


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of a copy of the Lease, amendment,
extension or renewal (together with such back-up documentation Purchaser may
reasonably require regarding the proposed tenant's business experience,
reputation and financial condition), then Purchaser shall be deemed to have
approved such Lease, amendment, extension or renewal, (e)Notification of Subsequent Events.If, prior to Closing,
Sellers become
aware of any event, hearing or proceeding which would have a material adverse
effect on the condition or operation of the Properties, as a whole, or which,
if adversely determined, would adversely affect (i) the respective Seller's
ability to consummate the transactions contemplated hereby, (ii) the ownership
of Properties, (iii) the operation of the Properties, or (iv) the value of the
Properties, Sellers will notify Purchaser of such event, hearing or proceeding. (f)Performance under the Leases.Sellers will perform, or
cause its agents to
perform, all obligations of the landlord or lessor under the Leases. (g)Termination of Contracts.Provided that Purchaser provides written
notice to Seller on or prior to the expiration of the Inspection Period of any
Contracts which Purchaser wishes Sellers to terminate prior to Closing
(collectively, the"Terminated Contracts"),Sellers shall
terminate such Contracts at or prior to the Closing and any termination fees or
other costs related to periods subsequent to Closing payable to the vendor
thereof on termination shall be paid by Purchaser. Sellers shall not assign to
Purchaser at Closing any Terminated Contracts and the schedule of Contracts
attached to the Assignment of Contracts shall not include such Terminated
Contracts. (h)Taxes. Seller shall cause to be paid any Taxes and installments
of
assessments heretofore levied or assessed against the Properties which are due
and payable as of Closing. (i)Removal of Personal
Property.Sellers shall neither
transfer nor remove
any Personal Property from the Properties, except for any of such Personal
Property as is replaced by Sellers by an article of equal suitability and
value, free and clear of any lien or security interest, and Sellers shall not
make any material alterations to any portion of the Properties other than with
respect to maintenance and repairs and build out required under the Leases. 7.3Representations
and Warranties of Purchaser.Purchaser represents and warrants as follows: (a)Authority.Purchaser has the right to execute this Agreement and
to
purchase the Properties without obtaining the consent, approval, release, or
signature of any other party. The signatories hereto on behalf of Purchaser
have been duly authorized to execute and deliver this
Agreement and to bind Purchaser hereto. Purchaser has full power to
consummate the transaction described in this Agreement, the execution and
delivery of this Agreement by Purchaser and the consummation by Purchaser of
the transaction described herein has been duly and validly authorized by all
necessary action and the observance of all required formalities on the part of
Purchaser such that this Agreement constitutes a valid and legally binding
obligation of Purchaser, enforceable against Purchaser in accordance with its
terms. (b)No Conflict.Neither the execution and delivery of this
Agreement nor the
consummation by Purchaser of the transaction contemplated hereby will (i)
conflict with or result in a breach of or default under any of the terms,
conditions or provisions of any note, bond, mortgage, indenture, license,
agreement or other instrument or obligation to which Purchaser is a party, or
(ii) violate any order, injunction, decree, statute, rule or regulation
applicable to 18


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Purchaser. (c)PATRIOT Act.Neither Purchaser nor any of its affiliates, nor
any of their
respective partners, members, shareholders or other equity owners, and none of
their respective employees, officers, directors, representatives or agents, is
a person or entity with whom U.S. persons or entities are restricted from doing
business under regulations of OFAC (including those named on the List) or under
any statute, executive order (including the Order), or other governmental
action. Within 10 days after the Effective Date, Purchaser shall submit to
Seller an organizational chart of Purchaser showing the names of all owners of
interests, and percentages owned, whether direct or indirect, in Purchaser,
such chart showing each level of ownership on down to the live body individuals
that directly or indirectly own Purchaser, such chart showing the employer
identification numbers and social security numbers of each such owner and each
owner's home and business address. ARTICLE VIII CLOSING DOCUMENTS
AND DELIVERIES On the Closing Date,
Seller shall execute and deliver to Purchaser (as required) and Purchaser shall
execute and deliver to Seller (as required) the following: 8.1Purchaser shall deliver to Seller the Purchase
Price by wire transfer of readily available
funds. 8.2Sellers
shall execute and deliver to Purchaser a Deed to each of the Properties. 8.3Sellers
shall execute and deliver to Purchaser Assignment and Assumption of Leases
with respect to each Property. On the Closing Date, Sellers shall deliver to
Purchaser the originally executed Leases or copies thereof if the originals are
not in Seller's possession and control (unless previously delivered). Purchaser
shall execute a counterpart of the Assignment and Assumption of Leases and
deliver same to Seller at Closing. 8.4Sellers shall execute and deliver to Purchaser the
Assignment and Assumption of Contracts, for each of the
Properties, for those Contracts that are assumable and must be assignedOn the Closing Date, Sellers shall deliver to
Purchaser the originally executed
Contracts or copies thereof if the originals are not in Sellers' possession and
control. Purchaser shall execute a counterpart of the Assignment and Assumption
of Contracts and deliver same to Seller at Closing. 8.5Sellers shall deliver to Purchaser all existing
plans and specifications in Sellers' possession and control relating to
the Real Property. 8.6Sellers shall execute and deliver the Bill of Sale
as to each of the Properties. 8.7Sellers shall deliver to the Title Company such
evidence of Sellers' authority to enter into this transaction which
is reasonably required by the Title Company and Lender. 8.8 Sellers shall execute and deliver such affidavits
as the Title Company may reasonably require to remove its standard printed
exceptions relating to, among other things, construction liens and rights of
parties in possession, but not with respect to matters of survey. 8.9Sellers shall deliver to Purchaser a notice to the
tenants of the change of ownership of the Properties in the
form ofExhibit 8.9attached hereto and made a part


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hereof. 8.10Sellers shall deliver to the Title Company an
affidavit stating that Sellers are not "Foreign Persons" within the
meaning of the Internal Revenue Code. 8.11Sellers and
Purchaser shall execute and deliver to each other the Closing Statement showing the amounts by which the Purchase
Price shall be adjusted as of the Closing Date and in the manner set forth in
Article 1X below. 8.12Sellers shall deliver to Purchaser the estoppel
certificates required under in Section 3.7. 8.13Sellers shall execute and deliver to Purchaser the
Seller estoppels, if any, called for underSection 3.7above, same to be limited "to the best of Seller's Knowledge," and
with recourse thereon being limited by the limitation on remedies for breach of
representations and warranties set forth inSection 6.5above. 8.14 Sellers shall deliver to Purchaser evidence
that each Terminated Contract has been terminated. 8.15 Sellers shall execute and deliver all
transfer tax returns which are required by law and the regulations issued
pursuant thereto in connection with the payment of all state or local real
Properties transfer taxes that are payable or arise as a result of the
consummation of the transactions contemplated by this Agreement, in each case,
as prepared and duly executed by the Sellers. 8.16
Sellers shall deliver an updated Rent Roll reflecting matters as of the Closing Date.  8.17
Sellers shall deliver an updated Delinquency Schedule reflecting matters of the
Closing Date. 8.18 Seller shall deliver to Purchaser evidence
that each Seller is a Georgia resident for purposes of O.C.G.A. Paragraph
48-7-128 or that each Seller is otherwise exempt from the withholding
requirements of O.C.G.A. Paragraph 48-7-28 by delivering a Georgia Residency
Affidavit or Certificate of Exemption. Absent any evidence of exemption, Title
Company shall be entitled to withhold applicable Georgia sales taxes if and to
the extent required by Georgia law, and solely with respect to that portion of
the Purchase Price allocated to the Properties owned by those Seller(s) unable
to provide such certificate or affidavit evidencing that Withholding is not required. ARTICLE
1XADJUSTMENTS The
following are to be adjusted and prorated between the Sellers and the Purchaser
as of 11:59 P.M. on the day preceding the Closing Date, based upon a 365 day
year, with an estimate of such adjustments and prorations shall be supplied by
Sellers to Purchaser no later than approximately two (2) days prior to Closing,
and the final net amount thereof shall be added to (if such net amount is in
the Sellers' favor) or deducted from (if such net amount is in the Purchaser's
favor) the Purchase Price payable at Closing: 9.1Fixed Rents. (a)Fixed rents (collectively,"Fixed
Rents")paid or payable by Tenants


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under
the Leases shall be adjusted and prorated as of the Closing Date. Any Fixed
Rents collected by the Purchaser or any Seller after the Closing from any
Tenant who owes Fixed Rents, shall be applied (i) first, in payment of Fixed
Rents owed by such Tenant for the month in which the Closing Date occurs, (ii)
second, in payment of Fixed Rents owed by such Tenant for the month immediately
following the month in which the Closing Date occurs and (iii) third, in
payment of Fixed Rents owed by such Tenant for the period prior to the month in
which the Closing Date occurs. Each such amount, less any costs of collection
(including reasonable counsel fees) reasonably allocable thereto, shall be
adjusted and prorated as provided above, and the party who receives such amount
shall promptly pay over to the other party the portion thereof to which it is
so entitled. (b)Sellers shall have the right, upon prior notice to Purchaser, to
pursue
Tenants to collect such delinquencies, but the Sellers shall not be entitled to
evict (by summary proceedings or otherwise) any such Tenants. Any payment by a
Tenant in an amount less than the full amount of Fixed Rents and Overage Rent
(defined below) then due and payable by such Tenant shall be applied first to
Fixed Rents (in the order of priority as to time periods as is set forth inSection
9.1(a)above) to the extent of all such Fixed Rents then due and payable by
such Tenant, and thereafter to Overage Rents (in the order of priority as to
time periods as is set forth inSection 9.2below). 9.2Overage Rents. (a)With respect to any Lease that provides for the payment of (i)
additional
rent based upon a percentage of the Tenant's business during a specified annual
or other period (sometimes referred to as "percentage rent"), (ii)
so-called common area maintenance or "CAM" charges, (iii) so-called
"escalation rent" or additional rent based upon increases in real
estate taxes or operating expenses or labor costs or cost of living or
otherwise, or (iv) all other tenant pass-through charges, including, without
limitation, real estate taxes and insurance (collectively,"Overage
Rent"),the Overage Rent due thereunder shall be adjusted and prorated
on an if, as and when collected basis. Any payment by a Tenant on account of
Overage Rent (to the extent not applied against Fixed Rents due and payable by
such Tenant in accordance with subsection 9.1(b) above) net of the costs of
collection shall be applied to Overage Rents then due and payable in the same
order of priority that Fixed Rents are applied underSection 9.1(a). (b)To the extent that any portion
of Overage Rent is required to be paid
periodically by Tenants on account of estimated amounts for any calendar year
(or, if applicable, any lease year or tax year or any other applicable accounting
period), and at the end of such calendar year (or lease year or tax year or
other applicable accounting period, as the case may be), such estimated amounts
are to be recalculated based upon the actual expenses, taxes and other relevant
factors for that calendar (lease or tax) year or other applicable accounting
period, then such portion of the Overage Rent shall be prorated between
appropriate Sellers and the Purchaser at the Closing based on such estimated
payments actually paid by Tenants. To the extent that Seller shall have
collected any portion thereof in excess of amounts owed by such Seller for such
items for the period prior to the Closing Date, then there shall be an
adjustment and credit given to Purchaser on the Closing Date for such excess
amounts collected, less any costs of collection (including reasonable counsel
fees) reasonably allocable thereto. Purchaser shall apply all such excess
amounts to the charges owed by Purchaser for such items for the period after
the Closing Date and, if required by the Leases, shall rebate or credit the
Tenants with any remainder and shall indemnify, defend and hold such Seller
harmless with respect to such obligation of Purchaser, to the extent Purchaser
actually receives such excess amounts from such Seller. Sellers shall not
receive at Closing any credit for Overage Rents which have not actually been
incurred by Sellers


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and collected from Tenants.
Approximately two days prior to the Closing Date, Sellers shall deliver to
Purchaser a reconciliation statement for its ownership period for each Tenant
of the Properties, along with the appropriate back up documentation, as of the
Closing based on prior month-end, in order that the foregoing adjustments be
determined. (c)At the time(s) of final
calculation and collection from (or refund to) each
Tenant of the amounts in reconciliation of actual Overage Rent for a period for
which estimated amounts paid by such Tenant have been prorated, there shall be
a re-proration between Sellers and Purchaser on a per Tenant basis. In
reconciling each Tenant's payments of Overage Rents, Purchaser and Sellers
agree (on a per Tenant basis) to reallocate between them the total amount
actually collected by Purchaser and Sellers as Overage Rent for the applicable
billing/reconciliation period for each applicable Tenant based on the actual
days of ownership by each party during the period the Tenant was obligated to
make payments of Overage Rents. To the extent it is determined on a net basis
that either party has collected more than its share of Tenant payments of
Overage Rent as determined by the preceding sentence, such party shall promptly
remit such excess amount to the other party. (d)If, after the Closing,
Purchaser receives any installments of Overage Rent
attributable to Overage Rent for periods prior to the Closing, such sum (less
application of the same to then due Overage Rent and less any costs and
expenses, including reasonable counsel fees, incurred by Purchaser in the
collection of such Overage Rent) shall be paid by Purchaser to Sellers promptly
after Purchaser receives payment thereof. Purchaser agrees that it shall (i)
promptly render bills for any Overage Rent in respect of an accounting period
that shall have expired prior to the Closing but which shall be paid after the
Closing, (ii) bill tenants such Overage Rent attributable to an accounting
period that shall have expired prior to the Closing on a monthly basis for a
period of six (6) consecutive months thereafter and (iii) use commercially
reasonable efforts to collect Overage Rent; provided, however, Purchaser shall
not be obligated to file legal proceedings to collect such Overage Rent.
Notwithstanding the foregoing, if Purchaser shall be unable to collect such
Overage Rent, Sellers shall have the right to pursue tenants to collect such
delinquencies (including, without limitation, the prosecution of one or more
lawsuits), but no Seller shall be entitled to evict (by summary proceedings or
otherwise) or terminate the leases of any such tenants. Sellers shall prepare and
furnish to Purchaser a reconciliation of Overage Rent with respect to calendar
year 2012 and shall furnish to Purchaser all other information relating to the
period prior to the Closing that is reasonably necessary for the billing of
such Overage Rent. Purchaser shall bill tenants for Overage Rents for
accounting periods prior to the Closing in accordance with and on the basis of
such information furnished by Sellers and shall deliver to Sellers,
concurrently with the delivery to tenants, copies of all statements relating to
Overage Rent for periods prior to the Closing. (e)If, prior to the Closing, Sellers shall have received any
installments of
Overage Rent attributable to Overage Rent in respect of accounting periods
beginning from and after the Closing Date, then there shall be an adjustment
and credit given to Purchaser on the Closing Date for such amounts collected,
less any costs of collection (including reasonable counsel fees) reasonably
allocable thereto. 9.3Taxes and
Assessments.Real estate taxes and assessments payable as to each Property in the year in which the Closing occurs shall be adjusted and
prorated based on (a) the periods of ownership by the applicable Seller and
Purchaser during such year and (b) the most current official ad valorem tax
information available from the county assessor's office where the Property is
located or other assessing authorities. If ad valorem tax and assessment
figures for the taxes or assessments payable in the year in which the Closing
occurs are not available, ad valorem taxes shall be prorated based on the most
recent assessment, subject to further and final


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adjustment
when the tax rate and/or assessed valuation for such taxes and assessments for
any applicable Property is fixed. Once the tax and assessment figures are
fixed, Purchaser shall prepare and present to Sellers a calculation of the
adjustment and proration, if any, based upon the actual amount assessed for
such Property(ies). The parties shall make the appropriate adjusting payment
between them within thirty (30) days after presentment to Sellers of
Purchaser's calculation and appropriate back-up information. Purchaser shall
provide Sellers with appropriate backup materials related to the calculation,
and Sellers may inspect Purchaser's books and records related to the Portfolio
to confirm the calculation. In the event that one or more Properties shall be
or shall have been affected by an assessment or assessments, whether or not the
same become payable in annual installments, applicable Seller shall, at the
Closing, be responsible for any installments due prior to the Closing and
Purchaser shall be responsible for any installments due on or after the
Closing. Notwithstanding anything herein to the contrary, to the extent that any national tenant or any tenant occupying more than
7,500 square feet pays property taxes directly to the taxing authority or pays
its pro rata share to the landlord annually (and the Sellers have not received
such amount for the tax year in which the Closing occurs), then such amount
shall not be prorated hereunder and Purchaser shall look solely to that tenant
for such amount.Waterand Sewer Charges.Water rates, water meter
charges, sewer rents and vault charges, if any (other than any such charges,
rates or rents which are payable by tenants of a Property pursuant to such
tenants' Leases), shall be adjusted and prorated on the basis of the fiscal
period for which assessed. If there is a water meter, or meters, on a Property,
Sellers agree that it shall at the Closing furnish a reading of same to a date
not more than 30 days prior to the Closing and the unfixed meter charges and
the unfixed sewer rent thereon for the time intervening from the date of the
last reading shall be apportioned on the basis of such last reading, and shall
be appropriately readjusted after the Closing on the basis of the next
subsequent bills. Unmetered water charges shall be apportioned on the basis of
the charges therefor for the same period of the preceding calendar year, but
applying the current rate thereto. As to any unpaid water charges or sewer
rents payable directly by tenants, Purchaser shall consummate the Closing
subject to such unpaid charges and rents and any lien resulting therefrom,
without credit against the Purchase Price or any claim or right of action
against Sellers. 9.5Utility
Charges.Gas, steam, electricity, and other public utility charges (other than any such charges which are payable by tenants of a Property
pursuant to such tenants' Leases) will be paid by the applicable Seller to the
utility company to the Closing Date. Each Seller shall arrange for a final
reading of all utility meters (covering gas, steam and electricity) as of the
Closing, except meters the charges of which are payable by tenants of the a
Project pursuant to such tenants' Leases. The applicable Seller and Purchaser
shall jointly execute a letter to each of such utility companies advising such
utility companies of the termination of such Seller's responsibility for such
charges for utilities furnished to the Property as of the date of the Closing
and commencement of Purchaser's responsibilities therefor from and after such
date. If a bill is obtained from any such utility company as of the Closing,
the applicable Seller shall pay such bill on or before the Closing. If such
bill shall not have been obtained on or before the Closing, such Seller shall,
upon receipt of such bill, pay all such utility charges as evidenced by such
bill or bills pertaining to the period prior to the Closing, and Purchaser
shall pay all such utility charges pertaining to the period thereafter. Any
bill which shall be rendered which shall cover a period both before and after
the date of Closing shall be apportioned between Purchaser and Sellers as of
the Closing. Gas, steam, electricity and other public utility charges which are
payable by any tenant to a third party shall not be apportioned hereunder, and
Purchaser shall accept title subject to any of such charges unpaid and
Purchaser shall look solely to the tenant responsible therefor for the payment
of the same. If Sellers shall have paid any of such charges on 23


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behalf of any tenant, shall not have been reimbursed
therefor by the time of Closing and is entitled to be reimbursed for any such
payment pursuant to the relevant Lease, Seller shall have the right to pursue
tenants to collect such amount, but no Seller shall be entitled to evict (by
summary proceedings or otherwise) any such tenants. 9.6Contracts.Charges
and payments under all Contracts shall be adjusted and prorated as of the Closing. 9.7Miscellaneous
Revenues.Revenues, if any, arising out of telephone booths, vending
machines, or other income-producing agreements shall be adjusted and prorated
on an if, as and when collected basis. 9.8Security
Deposits.The actual amounts of the security deposits provided for under
the Leases being held by the Sellers shall be assigned to Purchaser by the
credit to the Purchaser against the cash portion of the Purchase Price due at
Closing. Any security deposits in form other than cash shall be transferred to
the Purchaser by way of appropriate instruments of transfer or assignment at
Sellers' expense. 9.9Leasing Costs. (a)Purchaser shall pay for all
Leasing Costs with respect to those Leases
executed and delivered from and after the Effective Date in accordance with the
terms hereof ("Purchaser's Leasing Costs"). To the extent that any
Seller has paid any Purchaser's Leasing Costs prior to Closing, the Purchase
Price will be increased at Closing by the aggregate amount of such expenditures.
Purchaser shall indemnify, defend and hold Sellers harmless from and against
any and all claims, damages, losses, fees, costs and expenses (including,
without limitation, reasonable attorneys' fees and disbursements) whatsoever
incurred by Sellers and any of their respective affiliates arising out of,
based on, or incurred as a result of Purchaser's failure to pay Purchaser's
Leasing Costs. (b)Other than as set forth in Section 9.9(a) above, Sellers shall be
responsible
for all Leasing Costs with respect to Leases in effect as of the date of this
Agreement which are presently due and payable (collectively, "Sellers'
Leasing Costs"). To the extent any of Sellers' Leasing Costs have not been
fully paid as of the Closing Date, Purchaser shall receive a credit at Closing
in the amount of the balance of Sellers' Leasing Costs remaining to be paid and
Purchaser shall assume all obligations of Sellers to pay the balance of
Sellers' Leasing Costs and to perform the obligations associated with the same. 9.10Closing Costs.Seller and Purchaser
agree that (a) Seller and Purchaser shall each be responsible for the payment
of the costs of their respective legal counsel, advisors and other
professionals employed thereby in connection with the sale and purchase of the
Portfolio and one half of Escrow Agent's fee; and (b) Purchaser shall be
responsible for all costs and expenses associated with (i) Purchaser's due
diligence, (ii) title reports, abstracts and policy premiums with respect to
any owner's or mortgagee title insurance policies obtained for the Portfolio as
well as all search costs and updates, endorsements and affirmative coverages
related thereto, (iii) costs of any survey requested by Purchaser, and (iv)
payment, at the Closing, of the recording charges and fees, and (c) Seller
shall be responsible for costs of (x) clearing any Voluntary Liens in
accordance withSection 4.1hereof and recording of corresponding
discharges, and (y) the applicable documentary transaction taxes and transfer
taxes in connection with the recording of the Deeds for the Properties. 9.11Other.Any other item which, under the terms of this Agreement, is to be
apportioned at Closing shall be adjusted and prorated as of the Closing. 24


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9.12Post-Closing Prorations Calculations. (a)Seller and Purchaser agree that
the adjustments and prorations provided
for in thisArticle IX(collectively, the "Prorations")
attributable to any accounting periods which expired prior to Closing but which
are paid or determined after the Closing shall be recalculated on the first day
of the third calendar month after Closing, and in intervals of three calendar
months thereafter until the date which is one (1) year following the Closing
Date (each such three month calendar period referred to herein as
"Proration Recalculation Period"). Within thirty (30) days after the
end of each Proration Recalculation Period, Purchaser shall furnish to Sellers
a reasonably detailed accounting of its recalculation of the Prorations along
with supporting materials for the applicable Proration Recalculation Period. To
the extent that either party is owed an amount on a net basis after the
recalculation of the Prorations, including in such recalculation any and all
such sums owed from any prior Proration Recalculation Periods that have not
been paid, then the party owing such net amount shall pay such net amount to
the party to which it is owed prior to thirty (30) days after the end of the
applicable Proration Recalculation Period. (b)Within thirty (30) days after
the one (1) year anniversary of the Closing
Date, Seller and Purchaser shall jointly prepare a final closing statement
reasonably satisfactory to Seller and Purchaser (the "Final Closing
Statement") setting forth the final determination of the Prorations. The
Prorations agreed to by Seller and Purchaser in the Final Closing Statement
shall be conclusive and binding on the parties hereto except for any items
which are not capable of being determined at the time the Final Closing
Statement is agreed to by Seller and Purchaser, which items shall be determined
and paid in the manner set forth in the Final Closing Statement, and except for
other amounts payable hereunder pursuant to provisions which survive the
Closing. To the extent that either party is owed an amount on a net basis after
the recalculation of the Prorations, including in such recalculation any and
all such sums paid or owed from the prior Proration Recalculation Periods, then
the party owing such net amount shall pay such net amount to the party to which
it is owed prior to thirty (30) days after the date of the Final Closing
Statement. (c)Prior to and following the
Closing Date, each party shall provide the other
with such information as the other shall reasonably request (including, without
limitation, access to the books, records, files, ledgers, information and data
with respect to the Properties during normal business hours upon reasonable
advance notice) in order to make the preliminary and final adjustments and
prorations provided for herein. Any errors or omissions in computing adjustments
at the Closing shall be corrected during any Proration Recalcuation Period,
provided that the party seeking to correct such error or omission shall have
notified the other party of such error or omission on or prior to the date that
is one (1) year following the Closing Date. The provisions of
this Article IX shall survive the Closing. ARTICLE
XDAMAGE In
the event that any improvements located upon any Property shall be damaged or
destroyed by fire, storm or other casualty before the Closing Date and the cost
to repair such casualty shall exceed $250,000 for such Property, then Purchaser
shall have the right to terminate this Agreement with respect to such Property by providing to Sellers a
written notice of termination (a "Casualty") within fifteen (15) days
after receiving notice of such fire, storm or other casualty and upon such
termination, anything herein contained to the contrary notwithstanding, (i)
this Agreement will terminate but only with respect to such Property, (ii) the
Purchase Price shall be reduced by the amount of the Purchase Price allocated
for such Property 25


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as set forth onSchedule B,(iii) the Cap and the Floor shall be proportionally reduced based upon the
reduction in the Purchase Price. (iv) all references hereunder to such Property
shall be deemed deleted, and (vi) neither such Seller nor Purchaser shall have
any liability hereunder with regard to the such Property, except for the
obligations hereunder which expressly survive termination of this Agreement. In
the event Purchaser shall not elect to terminate this Agreement as to such
Property or in the event Purchaser fails timely to terminate this Agreement
pursuant to the foregoing or in the event of any damage or destruction to such
improvements the cost of repair for which is less than $250,000.00 (for which
no termination right shall apply under thisArticleX), Purchaser shall
be entitled to receive at Closing from Sellers or otherwise an absolute
assignment from Sellers of any interest Sellers may have otherwise had in the
proceeds of any insurance on the Property (including any rent loss insurance
allocable to the period from and after the Closing Date and, the amount of
Sellers deductible, the amount of any uninsured loss) less any costs incurred
by Sellers in securing such proceeds and/or adjusting the loss and/or in
undertaking any required repairs and Purchaser shall proceed with the Closing
on the Property in its then "as-is" condition with no reduction in
the Purchase Price. Sellers shall notify Purchaser immediately upon the
occurrence of a casualty. ARTICLE XI CONDEMNATION 11.1 In the event that, between the Effective Date
and the Closing Date, any condemnation or eminent domain proceedings are
initiated which would result in the taking of any "material part" (as
hereinafter defined) of the Real Property or the buildings and improvements
located on one or more of the Properties, Purchaser may: (a)terminate this Agreement with respect to such Property by providing
written notice to Sellers (within the time periods provided for inSection
11.2below) and upon such termination, anything herein contained to the
contrary notwithstanding, (i) this Agreement will terminate but only with
respect to such Property, (ii) the Purchase Price shall be reduced by the
amount of the Purchase Price allocated for such Property as set forth onSchedule
B,(iii) the Cap and the Floor shall be proportionally reduced based upon
the reduction in the Purchase Price, (iv) all references hereunder to such
Property shall be deemed deleted, and (vi) neither such Seller nor Purchaser
shall have any liability hereunder with regard to the such Property, except for
the obligations hereunder which expressly survive termination of this
Agreement; or (b)proceed with the Closing, in which event Sellers shall assign to
Purchaser
at Closing all of Sellers' right, title and interest in and to any award made
in connection with any such condemnation or eminent domain proceedings, with
the Property being in its then "as is" condition with no reduction to
the Purchase Price. Notwithstanding the foregoing, Sellers and Purchaser hereby
acknowledge and agree that: (i) Sellers shall retain the right to settle the
condemnation actions set forth onExhibit 7.1(a)(ii)with respect to the
Mableton Crossing Property (the"Existing Mableton Condemnation
Proceedings")and (ii) any proceeds payable to or received by Sellers
in connection with the Existing Mableton Condemnation Proceedings shall be
retained by Sellers. 11.2 Sellers shall promptly notify Purchaser in
writing if Sellers have actual knowledge of the commencement or occurrence of
any condemnation or eminent domain proceedings with respect to any material
part of any Real Property. Purchaser shall then notify Sellers, within ten (10)
days of Purchaser's receipt of Sellers' notice, which of Purchaser's rights
Purchaser elects to exercise underSection 11.1(a) or (b).If Purchaser
fails to make an election within such ten (10) day period, Purchaser shall be
deemed to have elected to exercise Purchaser's rights underSection 11.1(b).As used in thisArticle XI,"material part" shall mean with
respect to each


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Property: (i) ten percent (10%) or
more of the Real Property based upon value; (ii) the material loss of any
parking spaces servicing the Property in a manner which would make the Property
non-compliant with applicable zoning and land use laws; (iii) a material and
adverse change to any access point into the Property resulting in an absence of
reasonable access to the Property; and/or (iv) as a result of any such proposed
proceedings and any Anchor Tenant under the Leases would have the right to
terminate its Lease. ARTICLE
XII
BROKER Purchaser
represents and warrants that it has not been represented by any broker in
connection with the purchase of the Property, and that, no commissions or fees
are due by reason of Purchaser's actions
in this matter. Sellers represent and warrant that they have been
represented in this transaction by the Broker and that Sellers will be
responsible for any commissions due Broker under a separate agreement between
Sellers and Broker. Sellers and Purchaser shall indemnify and hold each other
harmless from any loss, cost, liability or expense (including reasonable
attorneys' fees and costs) for the breach of thisArticle XII. ARTICLE XIII MISCELLANEOUS 13.1
This Agreement and the exhibits attached hereto embody the entire agreement
between the parties in connection with this transaction and there are no oral
or parole agreements existing between the parties relating to this transaction
which are not expressly set forth herein and covered hereby; this Agreement may
not be modified except in writing signed by all parties. 13.2 Failure of either party to complain of any
act or omission on the part of the other party, no matter how long the same may
continue, shall not be deemed to be a waiver by such party to any of its rights
hereunder. No waiver by any party at any time, expressed or implied, of any
breach of any provision of this Agreement shall be deemed a waiver or a breach
of any other provision of this Agreement or a consent to any subsequent breach
of the same or any other provision. If any action by any party shall require
the consent or approval of another party, such consent or approval of such
action on any one occasion shall not be deemed a consent to or approval of said action
on any subsequent occasion or a consent to or approval of any action on the
same or any subsequent occasion. 13.3 The captions, section numbers and article
numbers appearing in this Agreement are inserted only as a matter of
convenience, and do not define, limit, construe or describe the scope or intent
of such sections or articles of this Agreement nor in any way affect this
Agreement. 13.4
No party other than Sellers and Purchaser and their successors and assigns,
shall have any rights to enforce or rely upon this Agreement, which is binding
upon and made solely for the benefit of Sellers and Purchaser and their
successors and assigns, and not for the benefit of any other party. 13.5 All notices provided for or permitted to be
given pursuant to this Agreement must be in writing. All notices to be sent
hereunder shall be deemed to have been properly given or served: if hand
delivered by courier, in hand when received; if mailed, on the third business
day following the date upon which the same is deposited in the United States
mail, addressed to the recipient of the notice, certified with return receipt
requested; if by telecopy, on the date sent (or the next business day after the
date of transmission if the transmission day is not a business day) provided
that the facsimile was properly addressed and disclosed the number of pages
transmitted 27


---



on its front sheet and that the
transmission report produced indicates that each of the pages of the telecopy
was received at the correct telecopy number; if by electronic mail, on the date
sent (or the next business day after the date of transmission if the
transmission day is not a business day) provided that the electronic mail was
properly addressed and that a duplicate notice was forwarded via nationally
recognized overnight courier guarantying next day delivery; and, if by
nationally recognized overnight courier guarantying overnight delivery, on the
business day following the day such notice was deposited with such a courier,
so long as the day of deposit was on a service day of such courier and prior to
the last pick up for such day. To Sellers
  with a copy
  to:
 c/o Equity One, Inc.
  1600 N.E. Miami Gardens Drive North
  Miami Beach, Florida 33179 Attention: Thomas A. Caputo, Vice President
  Facsimile: (305) 947-1734
  Email: tcaputo@equityone.net
  c/o Equity One, Inc.
  410 Park Avenue, Suite 1220
  New York, New York 10022
  Attention: Aaron Kitlowski, Vice
  President
  and General Counsel
  Facsimile: (212) 247-0888
  Email: akitlowski@equityone.net
  Goodwin Procter LLP Exchange Place
  53 State Street
  Boston, Massachusetts 02109-2881 Attention: Andrew C.
Sucoff, Esq. Facsimile: (617) 227-8591 Email: asucoff@goodwinprocter.com To Purchaser:
  
  
  
  
  
  
  with a copies to
 Phillips Edison & Company
  11501 Northlake Drive
  Cincinnati, Ohio 45249
  Attention: David Wik and Joel Staffilino
  Facsimile: (513) 554-1009
  Email: dwik@phillipsedison.com and
  istaffilino@phillipsedison.com
  Phillips Edison & Company
  222 South Main Street
  Suite 1730
  Salt Lake City, Utah 84101Attention: Hal Scudder
  Facsimile: (801) 521-6952
  Email: hscudder@phillipsedison.com
  28


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Honigman Miller
Schwartz and Cohn LLP 39400 Woodward Avenue, Suite 101 Bloomfield Hills,
Michigan 48304-5151 Attention: J. Adam Rothstein, Esq. Facsimile: (248)
566-8479 Email:arothstein@honigman.com 13.6 This Agreement shall be governed by the laws
of the State of Georgia. 13.7
This Agreement may be executed in any number of counterparts, each of which,
when taken together, shall be deemed to be one and the same instrument. Executed
copies of this Agreement may be delivered between the parties via telecopy or
electronic mail. 13.8 Neither Purchaser nor Sellers shall record
this Agreement or any memorandum thereof in any public records or make any
press release or other public disclosure concerning the transaction
contemplated hereby and each party shall use its diligent and commercially
reasonable efforts to prevent disclosure of the transaction contemplated hereby
prior to Closing, other than (a) to directors, trustees and officers and
members or shareholders of the parties or any qualified intermediary in
connection with a like kind exchange of real estate associated herewith, and
employees, agents, bankers. attorneys, accountants, consultants and affiliates
of the parties who are involved in the ordinary course of business with the
transaction contemplated hereby, and to the Title Company and Purchaser's
consultants who are retained to investigate the Properties, all of which shall
be instructed to comply with the non-disclosure provisions hereof, (b) in
response to lawful process or subpoena or other valid or enforceable order of a
court of competent jurisdiction, and/or (c) to comply with any law, rule or
regulation; including, without limitation in order to (i) make any disclosures
in filings required by the Securities Exchange Commission, (ii) make customary
disclosures on investor/earnings calls or meetings or in earning releases;
provided, however, that neither party shall specifically identify the other nor
shall Purchaser identify any specific Property without the prior consent of the
other party, and/or (iii) issue press releases in the ordinary course of
business of Seller announcing that Seller is under contract to sell the
Portfolio, including customary disclosures; provided, however, that Sellers
shall not specifically identify the Purchaser in any such disclosures without
Purchaser's prior written consent. Furthermore, notwithstanding any provision
hereof to the contrary, each Seller shall be entitled to disclose to the holder
of each of the Existing Options all such information with respect to this
Agreement and the transactions contemplated hereby as may be required pursuant
to the applicable Lease or other instrument or agreement creating or governing
each such Existing Option, as determined by Seller in its reasonable
discretion, and Seller shall have no liability hereunder with respect to any
such disclosure. The foregoing shall constitute a modification of any prior
confidentiality agreement that may have been entered into by the parties. If
Closing does not proceed, upon Sellers' request, Purchaser shall return to
Sellers the Seller's Documents and the Evaluation Materials. ThisSection
13.8shall survive the expiration or earlier termination of this Agreement,
anything herein contained to the contrary notwithstanding. Following Closing,
Sellers or Purchaser may issue a press release with respect to the transaction
contemplated under this Agreement, provided that, the content of any such press
release shall be subject to the reasonable consent of the other party hererto. 13.9 Purchaser may not assign this Agreement or its rights hereunder
without the prior written consent of Sellers, which consent may be withheld in
its sole discretion and any such consented to assignment by Purchaser shall not
release Purchaser from liability hereunder; provided, however, Purchaser shall
have the right, without Sellers' consent, but with prior notice to Sellers, to
assign its rights under this Agreement to separate entities to be created to
take title to the Properties and which shall be owned or controlled, directly
or indirectly, by Purchaser or its 29


---



principals. No such
assignment shall relieve Purchaser from and Purchaser shall continue to be
obligated to perform all of its obligations hereunder. 13.10 Except as otherwise expressly provided herein, no
representations, warranties, covenants, agreements or other obligations in this
Agreement shall survive the Closing, and no action based thereon shall be
commenced after the Closing Date. 13.11Tax Free Exchange. (a) Purchaser agrees that, at Sellers' sole election,
this transaction or any portion thereof may be structured as one or more separate exchanges
(including deferred exchanges) of like-kind properties under Section 1031 of the
Code, and the regulations and proposed regulations thereunder, provided that
(i) Sellers shall effect any such exchange of the Properties through the use of
a "qualified intermediary" (within the meaning of Treasury
Regulations Section 1.1031(k)-1), which has executed the Agreement (and shall
execute any subsequent amendments of the Agreement relating, in whole or in
part, to any Properties to be identified by Seller onExhibit 13.11which may be updated by Sellers from time to time), in its capacity as agent of
the Sellers as set forth in Treasury Regulation Section 1.1031(k)-
1(g)(4)(iv)(B); (ii) the Closing shall not be delayed by reason of any exchange
nor shall the consummation or accomplishment of any exchange be a condition
precedent or condition subsequent to Sellers' obligations under this Agreement;
(iii) Purchaser shall not be required to acquire or hold title to any real property for purposes of consummating
any such exchange; (iv) Purchaser shall not be required to take an assignment
of the purchase agreement for the replacement property; (v) Sellers shall pay
any additional costs that would not otherwise have been incurred by Purchaser
had Sellers not consummated the sale through an exchange; and (vi) Sellers
shall, and hereby do, fully indemnify, defend, and hold harmless Purchaser
from, any loss, cost, damages, liability, claim, proceeding, cause of action,
or expense (including reasonable attorneys' fees, expenses, and disbursements)
of any kind or nature whatsoever arising out of, connected with, or in any
manner related to such exchange that would not otherwise have been incurred by
the Purchaser had the Sellers not consummated such sale through an exchange
under Section 1031 of the Code. Purchaser shall not by this Agreement or
acquiescence to any exchange (a) have its rights under this Agreement affected
or diminished in any manner or (b) be responsible for compliance with, or be
deemed to have warranted to any Seller that such exchange in fact complies
with, Section 1031 of the Code. Purchaser agrees that if any Seller wishes to
make such election, it must do so prior to the Closing Date. If any Seller so
elects, Purchaser shall reasonably cooperate, including amending this agreement
as may be helpful or necessary to facilitate such exchanges. (b) The parties
acknowledge that it is Sellers' current intention to effect an exchange under Section 1031 of the Code of the Properties listed onExhibit
13.11whereby the Chicago Deferred Exchange Company ("CDEC"),
acting as a "qualified intermediary" (within the meaning of Treasury
Regulations Section 1.1031(k)-1), will be deemed to acquire such Properties
from the Sellers and to deliver such Properties to the Buyer as a result of its
execution of the Agreement (and any subsequent amendments of the Agreement
relating, in whole or in part, to the Properties set forth onExhibit
13.11),in its capacity as agent of the Sellers as set forth in Treasury
Regulation Section 1.1031(k)-1(g)(4)(iv)(B). CDEC hereby agrees to act as a
qualified intermediary with respect to the Properties set forth onExhibit
13.11,as such Schedule may be amended as permitted under thisSection
13.11(b).The list of Properties set forth onExhibit 13.11may be
modified as necessary prior to Closing to reflect the elimination of any
Property from this Agreement or the addition or elimination of any 30


---



Property at Sellers' election. The assignment and
exchange referred to in thisSection 13.11(b)shall be subject to the
requirements set forth inSection 13.11(a)but shall not limit any
party's rights underSection 13.11(a). 13.12
Notwithstanding anything to the contrary contained herein, the members or the
partners, shareholders or members of such members and the trustees, officers,
directors, employees, agents and security holders of the members of any Seller
assume no personal liability for any obligations entered into on behalf of any
Seller and the Property shall not be subject to any claims of any person
relating to such obligations. The foregoing shall govern any direct and indirect
obligations of any Seller under this Agreement. 13.13 The submission by Sellers to Purchaser of
this Agreement in unsigned form shall be deemed to be a submission solely for
Purchaser's consideration and not for acceptance and execution. Such submission
shall have no binding force and effect, shall not constitute an option, and
shall not confer any rights upon Purchaser or impose any obligations upon
Sellers irrespective of any reliance thereon, change of position or partial
performance. The submission by Sellers of this Agreement for execution by
Purchaser and the actual execution and delivery thereof by Purchaser to Sellers
shall similarly have no binding force and effect on Sellers unless and until Sellers shall
have executed this Agreement and a counterpart thereof shall have been
delivered to Purchaser. 13.14 Purchaser has advised Seller that Purchaser
may be required to file, in compliance with certain laws and regulations
(including, without limitation, Regulation S-X of the Securities and Exchange Commission),
audited financial statements, pro forma financial statements and other
financial information related to the Property for up to three (3) fiscal years
prior to Closing and any interim period during the fiscal year in which the
Closing occurs (the "Financial Information"). Following the Closing,
Seller agrees to use its commercially reasonably efforts to cooperate with
Purchaser and its representatives and agents in the preparation of the
Financial Information; provided, however, Seller shall not be required to incur
any out of pocket expenses or costs or incur any additional liability outside
the scope of this Agreement in connection therewith. Seller shall maintain and
allow access to, during normal business hours and upon reasonable prior notice,
such books and records of Seller and Seller's manager of the Property
reasonably related to the Property. Further, so long as the persons in charge
of management of the Property at the time of Closing remain in the employ of
Seller or an affiliate of Seller, Seller will make such persons reasonably
available for interview at a mutually agreement time and location and upon
reasonable prior notice. Notwithstanding the foregoing, Seller shall not be
required to provide any information concerning (a) Seller's capital structure
or debt, (b) Seller's financial analyses or projections, investment analyses,
account summaries or other documents prepared solely for Seller's internal
purposes and not directly related to the operation of the Property, (c)
Seller's tax returns or (d) financial statements of Seller or any affiliate of
Seller (other than Property-level financial statements). Notwithstanding the
foregoing, under no circumstances shall the results of any such audit form the
basis of or be used by Purchaser to make any claim for indemnification
hereunder on account of a breach or alleged breach of any representation or
warranty made hereunder by Sellers and Purchaser hereby waives, releases and
remises any and all such claims. The terms of this Section 13.14 shall survive
Closing. 13.15 The parties acknowledge that the purchase and
sale of the Portfolio involves only the purchase and sale of the Portfolio and
that Seller is not selling a business nor do the parties intend that Purchaser
be deemed a successor of Seller with respect to any liabilities of Seller to
any third parties other than the Tenants under the Leases. Accordingly,
Purchaser shall neither assume nor be liable for the Seller Debts (as defined
below), whether existing now, upon Closing or at any time thereafter, which
shall be solely those of Seller. For purposes hereof, the "Seller
Debts" shall 31


---



mean the debts, liabilities, taxes,
obligations and claims for which Seller alone is liable and shall include (a)
all payments and benefits to past and/or present employees of Seller in
connection with the business being conducted on or from the Properties as may
have accrued through Closing, (including, but not limited to, salaries, wages,
commissions, bonuses, vacation pay, health and welfare contributions, pensions,
profit sharing, severance or termination pay, or any other form of compensation
or fringe benefit), (b) obligations of Seller under any Leases or occupancy
agreements accruing prior to Closing, unless expressly assumed by Purchaser,
and (c) obligations of Seller under the Contracts unless expressly assumed by
Purchaser. [END
OF TEXT — SIGNATURES ON FOLLOWING PAGES] 32


---



IN WITNESS WHEREOF,
the parties hereto have executed this Agreement. EQUITY ONE INC., a Maryland corporation By:/s/ Thomas A. Caputo______________________ Name:Thomas
A. Caputo________________________ 
Its:  President  ______________________________________________ EQUITY ONE
(SOUTHEAST PORTFOLIO) INC., a Georgia corporation By:/s/ Thomas A. Caputo______________________ Name:Thomas
A. Caputo________________________ 
Its:President___________________________________ EQUITY ONE (FLORIDA PORTFOLIO) INC., a Florida
corporation By:/s/ Thomas A. Caputo______________________ Name:Thomas
A. Caputo________________________ 
Its:President___________________________________ "Sellers" Dated: November 30, 2012 THE PHILLIPS EDISON
GROUP LLC, an Ohio limited liability company By: PHILLIPS EDISON LIMITED PARTNERSHIP, a Delaware limited
partnership, Managing Member By: PHILLIPS EDISON & COMPANY, INC., a Maryland corporation,
General Partner By:/s/ Robert F. Myers Name:Robert F. Myers Its:Vice President "Purchaser" Dated: November 30, 2012 33


---



DEPOSIT ACKNOWLEDGMENT The undersigned hereby
acknowledges receipt of the Deposit and agrees to hold the same pursuant to
terms of the Agreement. The liability of the undersigned is limited by the
terms and conditions expressly set forth herein and by the laws of the state in
which the Property is located and in no event shall the liability of the undersigned
exceed the amount of the Deposit. The undersigned shall have no liability
whatsoever on account of or occasioned by any failure or negligence on the part
of any bank, savings and loan or other savings institution wherein the Deposit
is deposited, provided, however, that such institution is, at the time of
deposit of the Deposit, federally insured. In the event of litigation affecting
the duties of the undersigned as Title Company relating to this Agreement and
the Deposit, Sellers and Purchaser, jointly and severally, shall reimburse the
undersigned for all expenses incurred by the undersigned, including reasonable
attorneys' fees, unless such litigation results from or is caused by the gross
negligence or misfeasance of the undersigned. In the event of any dispute
between Sellers and Purchaser pertaining to the Deposit, the undersigned may
commence an interpleader action and deposit the Deposit with a court of
competent jurisdiction and in such event, the undersigned shall be relieved of
all further obligation and liability. FIDELITY NATIONAL
TITLE INSURANCECOMPANY By: _________________ Name:_____________________________________ Its:__________  Address:  200 Galleria Parkway DE, Suite 2060 Atlanta, Georgia 30339 Attention: Christy Hockmeyer   Phone: (404)414-5904 Fax: (404) 303-6307 E-mail: christy.hockmeyer@fnf.com Dated:______________, 2012 34


---



AGREEMENT OF CDEC The undersigned has executed this Agreement solely to confirm its
agreement to act as a qualified intermediary in accordance with the provisions
of Section 13.11. CHICAGO DEFERRED EXCHANGE COMPANY By:/s/ M. Cunningham___________ Name:M.
Cunningham____________ Title:President__________________ 35


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List of Schedules and Exhibits Schedule A             List of
Properties and Sellers Exhibit 1.2             Assignment
and Assumption of Contracts Exhibit 1.3             Assignment
and Assumption of Leases Exhibit 1.4             Bill of
Sale and Assignment Exhibit 1.10           List of Contracts Exhibit 1.11           Deed Exhibit 1.31           Personalty List Exhibit 1.33           Legal Descriptions Exhibit 1.37           Seller's
Documents Exhibit 3.2(b)         Macland
Pointe Environmental Review Exhibit 3.7              Form of
Estoppel Certificate Exhibit 3.9              Existing Options Exhibit 8.9              Notice to Tenants Exhibit 13.11          List of
1031 Exchange Properties 36


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SCHEDULE A LIST OF
PROPERTIES AND SELLERS  PROPERTY
 ADDRESS
 CITY
 STATE
 SELLERButler Creek
 3330 N. Cobb Parkway
 Acworth
 GA
 Equity  One (Southeast Portfolio), Inc.Grassland Crossing
 5665 Atlanta Highway
 Alpharetta
 GA
 Equity One, Inc.Hamilton Ridge
 3280-3300 Hamilton Mill Road
 Buford
 GA
 Equity One (Southeast Portfolio),Inc.Shops at Westridge
 2142-2180 Highway 20 West
 McDonough
 GA
 Equity One (Southeast Portfolio),Inc.Douglas Commons
 8471-8515 Hospital Drive
 Douglasville
 GA
 Equity One, Inc.Fairview Oaks
 101-129 Fairview Road
 Ellenwood
 GA
 Equity One, Inc.Mableton Crossing
 4875 Floyd Road
 Mableton
 GA
 Equity One, Inc.Macland Pointe
 1750 Powder Springs Road
 Marietta
 GA
 Equity One (Florida Portfolio). Inc.
    37


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EXHIBIT 1.2 ASSIGNMENT AND
ASSUMPTION OF CONTRACTS KNOW ALL MEN that_______________, a_______corporation
("Assignor"), in consideration of Ten
($10.00) Dollars and other good and valuable consideration, received from _______________________ ("Assignee"), does
hereby assign, transfer and
deliver unto Assignee, all of its right, title and interest in and to those
certain contracts relating to the operation or maintenance of the premises known as__________________
SHOPPING
CENTER, which contracts are listed inSchedule Aannexed hereto (the
"Contracts"). TO HAVE AND TO HOLD the same unto Assignee, its successors
and assigns, forever, from and after the date hereof, subject to the terms,
covenants, conditions and provisions contained herein and therein. THIS ASSIGNMENT AND
ASSUMPTION OF LEASES is made and entered into pursuant to that certain Shopping Center Purchase and
Sale Agreement dated __________
2012 ("Purchase Agreement") by and between Assignor and [Equity One,
Inc.; Equity One (Florida Portfolio) Inc.; and Equity One (Southeast Portfolio)
Inc.,], as Sellers, and Assignee's affiliate ____________, as Purchaser. Capitalized
terms used herein but defined shall have
the meanings when used herein ascribed to the same in the Purchase Agreement. AND Assignee does
hereby acknowledge receipt of the Contracts so delivered, and does hereby (a)
accept the within assignment; (b) assume the performance of all of the terms,
covenants and conditions of the Contracts to be performed or arise thereunder
by Assignor from and after the date hereof; and (c) indemnify and hold Assignor
free and harmless from and against any and all costs, expenses, claims, losses
or damages, liabilities and judgments (including reasonable attorneys' fees and
disbursements) which Assignor may suffer in respect of any claim arising out of
or relating to any default on the part of Assignee to perform said terms,
covenants and conditions of the Contracts. AND until the expiration of the Survival Period, and
subject to the Floor and the Cap, Assignor does hereby indemnify, defend and
hold Assignee free and harmless from and against any and all costs, expenses,
claims, losses or damages, liabilities and judgments (including reasonable
attorney's fees and disbursements) which Assignee may suffer in respect of any
claim arising out of or relating to any default or failure on the part of
Assignor to have performed said terms, covenants and conditions of the
Contracts prior to the date hereof. This assignment is
made without warranty or representation by Assignor and without recourse to
assignor in any manner whatsoever, express or implied. This assignment and
assumption agreement shall inure to the benefit of Assignee and Assignor and
their respective successors and assigns, and shall be governed by the laws of
the State of Georgia. This assignment and assumption agreement may not be
modified, altered or amended, or its terms waived, except by an instrument in
writing signed by the parties hereto. Exhibit 1.2 38


---



None of the provisions of this instrument are intended to
be, nor shall they be construed to be, for the benefit of any third party. [Signatures appear
on following page]


---



SIGNATURE PAGE TO ASSIGNMENT AND
ASSUMPTION OF CONTRACTS IN WITNESS WHEREOF, Assignor and Assignee have
executed this assignment and assumption agreement this_________day of______________,
2013. ASSIGNOR: INC., A   corporation By: Name:____________________________________ Its:
______________________________________  ASSIGNEE: a By:______________________________________ Name:____________________________________ Its:
______________________________________


---



SCHEDULE A TO
ASSIGNMENT AND ASSUMPTION OF CONTRACTS List of Contracts                              Exhibit 1.2 continued 41


---



EXHIBIT 1.3 ASSIGNMENT AND
ASSUMPTION OF LEASES KNOW
ALL MEN that _____________, a_________ corporation ("Assignor"), in consideration of Ten ($10.00) Dollars and other
good and valuable consideration, received from _______________________("Assignee"),
does hereby assign, transfer and deliver unto
Assignee, all of its right, title and interest in and to the leases, together
with all security deposits presently held by Assignor in connection therewith
(collectively, the "Leases") affecting the premises known as___________________ SHOPPING CENTER
more particularly described onSchedule Aannexed hereto. TO HAVE AND TO HOLD the
same unto Assignee, its successors and assigns, forever, from and after the
date hereof, subject to the terms, covenants, conditions and provisions hereof
and of said Leases. THIS ASSIGNMENT AND ASSUMPTION OF LEASES is made
and entered into pursuant
to that certain Shopping Center Purchase and Sale Agreement dated ______ , 2012
("Purchase Agreement") by and between Assignor and [Equity One, Inc.;
Equity One (Florida Portfolio) Inc.; and Equity One (Southeast Portfolio)
Inc.,] as Sellers, and Assignee's affiliate ________as
Purchaser. Capitalized terms used herein but defined shall have the meanings
when used herein ascribed to the same in the Purchase Agreement. AND Assignee does hereby acknowledge receipt of
said Leases (including the security deposits) so delivered, and does hereby (a)
accept the within assignment, (b) assume the performance of all of the terms,
covenants and conditions of the said Leases on the part of the lessor/Assignor
thereunder which are to be performed or arise from and after the date hereof,
and (c) indemnify, defend and hold Assignor free and harmless from and against
any and all costs, expenses, claims, losses or damages, liabilities and
judgments (including reasonable attorneys' fees and disbursements) which
Assignor may suffer in respect of any claim arising out of or relating to any
default on the part of Assignee to perform said terms, covenants and conditions
of the Leases or in any way relating to the security deposits first arising
from and after the date hereof. AND, solely with respect to those Leases for which
an estoppel certificate was not received from the applicable Tenants pursuant
to Section 3.7 of the Purchase Agreement, and, until the first to occur of the
delivery of such an estoppel certificate to Assignee or the expiration of the
Survival Period, subject to the Floor and the Cap, Assignor does hereby
indemnify, defend and hold Assignee free and harmless from and against any and
all costs, expenses, claims, losses or damages, liabilities and judgments
(including reasonable attorney's fees and disbursements) which Assignee may
suffer in respect of any claim arising out of or relating to any default or
failure on the part of Assignor to perform said terms, covenants and conditions
of such Leases or in any way relating to the security deposits arising prior to
the date hereof. This
assignment and assumption agreement shall inure to the benefit of Assignee and
Assignor and their respective successors and assigns and shall be governed by
the laws of the State of Georgia. This assignment and assumption agreement
may not be modified, altered or amended, or its terms waived, except by an
instrument in writing signed by the parties hereto. None of the provisions of this instrument are intended
to be, nor shall they be construed to be, for the benefit of any third party. [Signatures appear on following
page]


---



Exhibit
1.3 continued 43


---



SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION OF
LEASES IN WITNESS WHEREOF, Assignor and
Assignee have only executed this assignment and
assumption agreement this_____day of______________, 2013. INC., A __________________corporation By:__________________ Name:_______________________________ Its: _________________________________ "Assignor" BY:_________________ Name:_______________________________ Its: "Assignee"                     Exhibit
1.3 continued 44


---



SCHEDULE A TO
ASSIGNMENT AND ASSUMPTION OF LEASES  Legal
Description                           Exhibit 1.3 continued


---



EXHIBIT 1.4 BILL OF SALE
AND ASSIGNMENT FOR
$1.00 RECEIVED as of___________________, 2013 and for other good and valuable consideration,
the receipt and adequacy of which is hereby acknowledged,_____________________ a___________
corporation ("Assignor"), does hereby quit claim, assign, transfer,
convey and deliver to _______________________________,
the undivided right, title and interest in and to the personal property situated on and/or used in connection with the operation of that
certain real property more particularly described onSchedule Aattached
hereto and incorporated herein by reference, to the extent of Assignor's right,
title and interest, if any, therein or thereto, but without warranty of title,
condition or otherwise, and all of Assignor's right, title and interest, if
any, in and to all trade names used in connection such real property,
including, without limitation, the name [.‘______________"],
and all other intangible property rights, guaranties, warranties, licenses
and permits associated with such real property, including, without limitation,
all zoning approvals, ordinances and/or resolutions, subdivision bonds,
building permits, site plans, governmental consents, authorizations, variances,
waivers, licenses, signage rights, development rights and approvals, vested
rights, permits and approvals, environmental permits, environmental
indemnities, utility agreements, development agreements, subdivision covenants,
pertaining to such real property, and all other contract rights whatsoever in
any way affecting or pertaining to the use, development or operation of, or
construction on, such real property, all without warranty of title, condition
or otherwise. IN WITNESS WHEREOF, Assignor has executed this Bill
of Sale.  _________________________________, INC. A _____________________corporation By: _______________________________________ Name:____________________________________ Its:
______________________________________  "Assignor" 46


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SCHEDULE A TO BILL OF SALE Legal Description                              Exhibit 1.4 continued


---



EXHIBIT 1.10 LIST OF CONTRACTS Schedule of Service Contracts  Property/Service
 Vendor
 Agreement
  DateButler Creek
  Porter &
  Sweeping
  Advertising
  Signs
  Pest Control
 Sweep World
  Starlite Media
  Peachtree Pest Control
 February 1,
  2009
  May 19, 2004
  April 2007Douglas Commons
  Porter
  Sweeping
 Eagle Cross
  Perfect Sweeping Services
 March 1, 2007
  December 1, 2010Fairview Oaks
  Porter & Sweeping
  Pressure Washing
  Termite Bond
  Advertising Signs
 Sweep Pro (Pierce Freeman) Sweep Pro
  (Pierce Freeman) Northwest Exterminating Starlite Media
 February 10,
  2009
  February 10,
  2009
  April 10, 2007
  May 19, 2004Grassland Crossing
  Porter & Sweeping
  Advertising Signs
 Sweep World
  Starlite Media
 February 1, 
  2009
  May 19, 2004Hamilton Ridge
  Porter & Sweeping
  Advertising Signs
 Sweep World
  Starlite Media
 February 1, 2009
  May 19, 2004Mableton
  crossing
  Porter
  Sweeping
  Advertising
  Signs
 Rusty Richards
  Perfect Sweeping Services
  Starlite Media
 September 27,
  2011
  December 1, 2010
  May 19, 2004Macland
  Pointe
  Porter
  Sweeping
  Advertising
  Signs
  Pest Control
 Rusty Richards
  Perfect Sweeping
  Services
  Starlite Media
  Orkin
 September 27,
  2011
  December 1, 2010
  May 19, 2004
  February 21,
  2006Shops at
  Westridge
  Porter &
  Sweeping
  Pressure Washing
  Termite Bond
  Pest Control
  Fire/Life/Safety
  Monitoring
 Sweep Pro
  (Pierce Freeman)
  Sweep Pro
  (Pierce Freeman)
  Northwest
  Exterminating
  Rentokil
  Cana
  Communications
 February 10,
  2009
  February 10,
  2009
  February 23,
  2007
  August 23, 2007
  July 27, 2006
 Exhibit 1.10  48


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EXHIBIT 1.11 DEED Prepared By and Return to:  _________________________ _________________________ _________________________  LIMITED
WARRANTY DEED STATE OF GEORGIA COUNTY OF  THIS INSTRUMENT is made this
____________  day of ______, 2013, between as ________________ , a
__________________ (hereinafter referred to “Grantor”) and _________________, a
____________________ (hereinafter referred to as “Grantee”) (the terms Grantor and Grantee to
include their respective heirs, legal representatives, successors and assigns
where the context hereof requires or permits). WITNESSETH THAT:
Grantor, for and in consideration of the sum of TEN AND NO/100 DOLLARS
($10.00), and other good and valuable consideration, in hand paid, the receipt,
adequacy, and sufficiency of which are hereby acknowledged by Grantor, has
granted, bargained, sold and conveyed, and by these presents does hereby grant,
bargain, sell and convey unto Grantee, the following described improved real
property (the "Property"): All that tract or parcel of land
and together with all improvements thereon, lying and being in   _____________________County,
Georgia, and being more particularly described onExhibit"A"attached hereto and by reference incorporated herein. TO HAVE AND TO HOLD the
Property to the only proper use, benefit and behoof of the Grantee, with all and
singular the rights, privileges, easements, appurtenances and immunities
thereto belonging or in anywise appertaining unto the said Grantee, and to the
successors and assigns of such party or parties, forever. The Grantor will
warrant and defend the title to the said Property unto the Grantee against the
claims of all persons claiming by, through or under Grantor. The conveyance and
warranty of title hereunder are expressly subject to those matters shown onExhibit
"B",attached hereto and made a part hereof by reference Exhibit 1.11 IN
WITNESS WHEREOF, the Grantor has or have caused these presents to be signed by its duly authorized representatives and its seal to be
hereunto affixed, this the _________________ day of __________, 2013. 49


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GRANTOR:  ____________________________________ Signed, sealed and delivered in
the presence of  ____________________________________              
By:_________________________________ Unofficial Witness                                                   
Name:_______________________________ Title:________________________________ ____________________________________ Notary Public  My Commission Expires:  ____________________________________  (NOTARY SEAL)         Exhibit
1.11 continued  50


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Exhibit A Legal Description Exhibit 1.11 continued EXHIBIT 1.31 PERSONALTY LIST None Exhibit 1.31 51


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EXHIBIT 1.33LEGAL DESCRIPTIONS
See Attached                             Exhibit 1.33 52


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Butler Creek EXHIB/T “A"   hese boa I :Is-t9es
nr, 1:55 LRGALDzsaurrioN All that tract
or parcel of Land lying and being in Lutd lots 107, 108. and 122 of the 20th
District, 2nd Section of Cobb County, Georgia, and being more particularly
described as fhllows: Commencing at a 1/2° rebar found at
the intersection of the Western right-of-way of Acworth Due West Rued (variable
right-of-way) and the North= right-of-way of U.S. Highway 41 (300'
right-of-way); Thence along said right-of-way of U,S. Highway 41 North 76
degrees 37 minutes 56 seconds West, a distance of 200.00 feet to a lir mbar
found, Said 1/2' rebar found being the TRUE POINTOFBEGINNING. Thence continuing 'twig said
right-of-way North 76 degrees 37 minutes 56 seconds West, a diautnce of 579,34
feet to a 5/8" rebar found; Thence leaving said 41n-of-way North 13
degrees 25 minutes 43 seconds East, a distance of 199.94 feet to a PK rail
found; Thence North 76 degrees 32 minutes 51 seconds West. a distance of 219.97
feet to a PT mbar found; Therm North 13 degrees 24 minutes 24 seconds East, a
distance of 28010 feet to a 1/2- rebar found; Thence South 76 degrees
32 minutes 00 'worlds East, a distance of 205;07 feet to a 1/2" rebar
found; Thence North 73 degrees 29 minutes 23 seconds East, a distance of 84.93
feet to a 1/2' rebar found; "!'hence North 13 degrees 19 minutes 08
Seconds East, a distance of 110.00 feet to a1r2.mbarfound; Thence North 6'2 degrees 39 minutes 44 secondsEAU,a distance of 6.5.19 feet to a 5/8" rebar
set; Thence South 76 degrees 33 minutes 32 seconds Earl, a distance of 331.39
feet to a Yr rebu set; Thence South 57 degrees 12 minutes 45 seconds East, a
distance of 100.00 feet to a 5/8" mbar set; Thence South 13 degrees 26
minutes 23 seconds: West, a distance of 145.00 feet to a 5/8" rebar set;
Thence South 31 degrees 33 minutes 32 seconds East, a distance of 18.03 feet to
a 5/3" rehar set; Thence South 76 degrees 33 minutes 36 seconds Esse a
distance of 189.18 feet to a 1#2* rebar found; Thence South 04 degrees 32
minutes 18 seconds West. a distance of 15.14 feet to a 5/8' Wier set; Thence
along a curve to the right, an arc length of 270.03 feet. said curve having a
radius of 2773.17 feet with a chord distance of 269.92 feet, at South 06
degrees 51 toilettes 30 seconds West, to a 518' mbar set', Thence North 76
degrees 38 athletes 10 seconds West, a distance of 189.25 feet to a P1C nail
set; Thence South 13 degrees 26 minutes 02 seconds West, a distance of 200,00
feet to a la" rebar found; said Ur rebar found being the TRUE POINT OF
BEGINNING. Said tract of land contains 11.040 Acres. TOGETHER WITH
all rights, privileges and benefits under that certain Declaration of
Restrictive Covenants Oared May 3, 1990, by Ronald S. Leventhal recorded in
Deed Hook 3719, Page 470, Clerkofthe
Superior Court of Cobb Counts, Georgia Records. TOGETHER WITH all rights, privileges and benefits
under that certain Reciprocal
Development and Easements Declaration by Ronald S. Leventhal, dated May 3,
1990, filed May 4, 1990 and recorded in Deed Book 5719, Page 427, Clerk of the
Superior Court of Cobb County, Georgia Records. TOGETHER, WITH Agreement Regarding
Easement Rights, dated May 17, 2001, by and among Hendon Acworth, 1.1,C, Hendon
Acworth H, LLC, and David C Rowc,Jr.,to
be moonier., in the publicrecordsof Cobb County, Georgia. 53


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Donelas Commons All that tract or parcel of land lying and being in
Land Lots 50 and 51 of the 1st District, 5th Section. of Douglas County,
Georgia, and being more particularly described as follows: TO FIND THE
TRUE POINT OF.BECINNNING, commence at an iron pin found at the point of
intersection of the southerly right-of-way line of Fairburn Road, Georgia
Highway 92 (variable right-of-way) and the westerly right-of-way line of
Hospital Drive (125-foot right-of-way); continuing thence along said westerly
right-of-way line of Hospital Drive, South 02°37'09" East a distance of
216.99 feet to a nail set and the TRUE POINT OF BEGINNING, from said TRUE POINT
OF BEGINNING thus established, run along the westerly right-of-way line of
Hospital Drive, South 02°37'09" East a distance of 628.86 feet to a nail
set; thence leaving said right-of-way line of Hospital Drive, run South
86°47'45" West a distance of 179.53 feet to an iron pin found; thence run
South 02°14'06" West a distance of 241.34 feet to an iron pin found;
thence run South 89622'34" West a distance of 255.55 feet to an
iron pin found; thence run North 02°10'41" East a distance of 248.08 feet
to an iron pin found; thence run North 87°32'09" West a distance of 200.04
feet to an iron pin found on the easterly right-of-way line of Newman Street
(50-foot right-of-way); thence run along said right-of-way line of Newman
Street, North 01°58'26" East a distance of 389.01 feet to an iron pin
found; thence leaving said right-of-way line of Newman Street,. run South 87°32-'38"
East a distance of 100.34 fee to`an
irodpin found; thence run North 03036'10" East a distance of
105.88 feet to an iron pin found; thence run North 02°36'42" West a
distance of 384.07 feet to an iron pin found on the southerly right-of-way line
of Fairburn Road; thence run along said southerly right-of-way line of Fairburn
Road, along the arc of a circular curve to the right a distance of 238.35 feet
to an iron pin found (said arc being subtended by a 238.31 foot chord bearing
North 79°46'28" East); thence leaving said southerly right-of-way line of
Fairburn Road, run South 00°00'00" West a distance of 196.58 feet to an
iron pin found; thence run South 90°00'00" East a distance of 170.00 feet
to a nail set on the westerly right-of-way line of Hospital Drive and the TRUE
POINT OF BEGINNING, containing 10.171 acres, more or less, as shown on
"As-Built" survey for IRT Property Company and Chicago Title
Insurance Company prepared by Hughes Surveying, Inc., certified by Clifford R.
Hughes, Jr., Ga. R.L.S. No, 2010, dated June 10, 1992. TOGETHER WITHthe rights, privileges, benefits, and easements appurtenant to the
above described property, as set forth in that certain Declaration of
Easements, Covenants and Restrictions by Douglasville Associates, dated
November 21, 1988, recorded in Deed Book 626, Page 839, Douglas County, Georgia
records, as amended by First Amendment thereto dated May 2, 1989 recorded in
Deed Book 644, Page 822, aforesaid records. 54


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Fairview Oaks  ma 2598ra 104 Resereifeleview Oaks Tract Ose mansrr All this Via or meet of held lying and being WOW Let
stad Lot 197. 12th Dishes. Henry Comity. Georgia, and being more posticularly
doodled as follows: BEG/NW:NO at a point baled at the
intersectioe of the seutherly tight of way (RiVir) line of Fairview Road (PM
varies) end the northwest ROW line of PAW' Road ow Rim; thence
following said RIW line of Pinola Road south 47°2772" WM. adistinctoft50.04 foot to a poien theme
121.11 feet along a curve to theleft,said ems hiving a chord of south 46'49'25" west
121.20 feet and a redius 105522.34 feet to airrrebsr set and the TRUE POINT OF BEGINNING; thence
continuing along said ROW liw 29.22 feet along a curve to the left, said clime
having a chord of south 46°02'52" west 2922 feet and a radius
of 5522.34 feet to a point; thence south 45•53'25" west, a distance of
262.60 feet to a poin4 thence 43131 feet along a Calve to the right, said ;lave
having a chord amok 51°02'14" wezt 430.71 feet and a radius of 2354.93
feet to a point thence south 5613'03" west, a distance of 256,99 feet to a
112" mbar found atsheintersection of said WV line with the
cancrline of a 50'tinLim easement; thence leaving said
11/W line and following the centerline of said Caletamit oat* 19°35'00"
west. a distance of 677.71 feet to a 1" mbar Nod on the southerly RIW line
of Fairview Road; thence following said 11/9/ tine north 67-15.42
east, a dismal of 149.40 feet to a point thence 414.22 feet along *curve to the
right, said curve having a chord of nexus 71°31'40° case 41349 feat sod a radius of 2781.61 fed to a point;
thence earth 75°47'40" east a distance of 171.64 feet to a rebar set; thence leaving said
2/W line south 11'52'41" east, a distance of 155435 feet to a irr rebar
set; thence south 13°35'00" east. a distance of 16143 feet to a 112"
other set, thence south 5r21-26* east a distance a.75.99
feet to itirrrebar set; thence south
44°06'35" east, a distance of 52.46 feet to the TRUE POINT OF BEGINNING. Said meet contains 10.372 awes at
451,195 square feet 55


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Grassland Crossing 111878 8283 ALL
THAT TRACT OR PARCEL OF LAND lying and being in Land Loh 543, 610 and 611 of
the 2nd District, tat Section of Forsyth County, Georgia, and being more
particularly described as follows: BEGINNING at a I" crimp top
pipe found (la" rebar and surveyor's cap set diet construction) at the
southwest comer of Land Lot 543, 2nd District, 1st Section of Forsyth County,
Georgia; thence along the west line of Land Lot 543, NO0`17191E, 34.92 feet to
a V rebar and surveyor's cap set; thence leaving said land lot line,
1479'17'59'E, 217.64 feet to a V," rebar and surveyor's cap set; thence S
I 042'01"E., 379.83 feel to a A' mbar and surveyor's cap set; thence S21•1759"W,
132.20 feet to a V:" mbar and on-veyor'e cap set; thence
S49"17`59"W, 166.21 feet to a VI" mbar and lurveyer's tap set;
thence 510'42'01"E, 175.81 feet to a W' mbar and surveyor's cap set;
thence S36`2511-W, 110.11 feet to a A" mbar and surveyor's cap
set on the northerly right-of-way of Grassland Parkway (right-of-way width
varies); thence along the northerly right-of-way of Grassland Parkway,
N57•31'44"W, 16339 feet to al6" net and surveyor's cap set; thence
continuing along said right-of-way lino on an arc of a curve tothe left211.10
feet (said curve having a radius of 356.60 fret and a chord of N78'06: 18'w,208.03 feet) to Vie mbar and
sunmyor's rap set; thence ieaving said sight-of-way,
N20"21•12-E. 22.37 feet to a rebar and surveyor's cap set;
thence
N10•42.0 VW, 223.17 feet in a'4." rebel and eorveyar's cap set:
thence 579'17'59"W, 150.64 feet to a a"'rebar and surveyor'scapset;
thence along an are of a curve to the left. 130.13 feet (said curve bovines
radius of 67.00 feet and a chord of 523'39'35 "W, 11067 feet) to I
SS" mbar end surveyor's cap set no the easterly right-of-way of State
Route 9 (variable tight-of-way 40 ft. from centerline at this point); thence
'beg the easterly right-of-way of State Route 9 NI I "51"5VW, 18.19
feet to a Vi" retie: and surveyor's cap so on said right-of-way; thence
continuinp along said right-of-way on an are of a curve to the right, 307.89
feet (said curve having a ratlitts of 1096.27 feet and a chord of
N23"56'05"W, 306.88 fret) to a'r'e"mbarand rut newt's
cap set, thyme leaving said right-or-way, N79 `Irscre,182.29feetlos W' rebar
and surveyor's cap set; thence )410'42'01'W, 209.77 feet in a'/," retro:
and surveyor's cap set ort the north line of Land Lot 611; dresses S89'34106"E,
494.43 feet slang the north line of Land Lot 611 of the POINT OP BEGINNING.
Said tract or parcel containing 10.9725 acmes and being more particularly shown
on As-Built Surveyfor51-1010. LLC„ All (Michigan) Life Insurance
Company, BIT Property Company and Commonwealth Land Title Conway, dated October
2. 1996, revised December 2, 1996, by Keith R Seiler. Professional land
Surveyor, 11..L,S. No. 23s8. TOGETHER WITH perpetual. non-exclusive
easement rights for the drainage of storm water amigo the
drainage pipe and weir outlet and repair and maintenamv of the mom
over Oudot 2, all As shout on the As-guilt Survey for 511030, LLC, 'M
(Michigan) Life Insurance Company, 1RT Property Company and Cotrimonweelth Land
Title Cinnpany, dated October 2, 1996. revised December 2, 1996, by Keith R.
Seller, Professional load Surveyor, 2L.S. No. 238g. TOGETHER
WITH the easements as set forth in that certain Sewer and Septic System
Easement Eton~ Grassland Industrial Park. Inc. as Grantor to S11010, LLC. and
ill& Properties, L.L.C. dated October 3, 1995, recorded in Deed hook 901,
Page 53, aftmesaid records, TOGETHER WITH the easements as
set forth in that certain Drainage Easement from Southfuad Partners! and
Grassland Industrial Park, Inc. to SI1010, LLC datol October 3, 1995, recorded
in Deed Book 901, Page 59. aforesaid records.         56


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Hamilton Ridge 131:364 vino 6E1 Gamma  LEGAL DESCRIPTION Shopping Center Parcel 1-forsiillOn Ridge trat tract cr
panel of land lying and being 6n the Heechighta Cistrict and Land Lets 161 8 182.
71"GiffVfifeft County, Georgia. and being more prorate/ described **Meows To fine Me Prim
of Beginning. commena at a W rebar Imolai at the 'Whore at end of the toter
tpt15ted at the Frftesethort of the r,oulherly rigid of way of Hamilton 11111
Road thaving an apparent 80' right of w ay) Ili itri toe matey darn 01 way el
Ridge Rotd thawing an aoperent 80' KM of way) Thence Ma; taa easterly right of
way of Ridge Road along a cuvo to mu right hewing a rcolus 04304.37 ket and en
arc tango of 155.61 feet, thing subtended by a chordal South 11 ovals 11
trinutes 02 seconds West far a castar,cie of 15 6.50feet to a nein Theme
continuing alorg sok rigrit of way for Me Worm; cells Inc distant el South 10
degrees 45 minuses 10 seeonas West for a aidlnce of 24.75 fee: to a W Teter;
Thence South 13 degrees 49 mrules 23 Seronds We tor a *titan* of 13,33 feat to
a Mar, and the Pa mt ot Beginning. Thome* 5cm said
Point of Beginning. and leaving the f ight a way of Ridge Road Smith 53 dawns
4$ rniNtai 30 minutes Ear f*7 a dial:IWO Of 499.9J NO to 8 IV rater; Titinee
North 00 agrees 12 minutes 22 smarms East for a distance of 189.94 MI to a W
fetier lociteC on the southerly r,gre of eel Cl mentors Mal Road; Thence along
she right of way of Hamilton Miti Road Souln 59 degrees 13 minutes 31 seconds
Bast for a dstanoe of 421.12 last to a W Mac at or rirared intersection wish
Wallace Rosa (fisving a 81 Agra of wily); Theme tering sad tni:er South 11 degrees
31 minutes 41 seconds East for a distance of 23,56 feet to a W mbar, Trotters
along me none of way of Wallace Road la farming calls and a Stances along a
curve to Its ADM raving a Maga of 90052 feel one an are length of 130.66 fiat.
taring suctendec by a acid et South se cegre es 43 minutes 42 seconds Wes! far
a distance of 130.05 feet is a TS' rebar; Thence Scud: 5.4 degrees 53 moults 00
stoones Afeet for a distant' of 73.74 teat ia a W tapir. Thant* WON, a true to
the left having s ;adios 01358.68 feet and an arc tenth of 205.25 feel ben;
subtended by a chard of South 40 degrees 02 minutes 53 seconds west fOr a *game
of 205 31 feet to a Thence South 23
degrees 25 MOUES 27 seofacts Wast for a distaca 01 57 59 fettle a Y. taw,
Theaca SOW, 24 alagraIS 47 inevulata 44 seconds West for a distance ' 131,40
Net to a A' mbar. Theme South 27 degrees 11 minuses 57 saconcs West for a
distance of 22t 40 to a z• foot, Thence leaving sad tart of way North 74
degrees 48 wanes 51 seconds West for a distance of 57023 feet to a WNW on the
easterly right of way of Ridge Road; Thence along the tight et way at Ridge
Road the ton owing calls and distances along a curve to Me nigh having a radius
of 703,6 7 Seel and an are length of 205.46 feet being sutler ded by a chord of
North 04 degrees 35 frenutea seconds East for a distance of 204,73 feet to a W
mbar: Monacan:liming along sad arc for an arc !engirt of 6330 feet beirg
subtended by a chord of North 15 degrees 43 minutes 44 wands East for a *tame
0188.37 feet to a A' rear. Tama rearm 18 degrees 30min:saes 3c stows En' fa4 a
distance of 126.74 feat to a A. tabor; Thence Maros 17 degrees 55 minutes 40
seconds East for a ifislan:e of 134,56 feel to a *A' mbar, Thence North 13
degrees 49 minutes 23 seconds East for a Wean :a of 42AS fat lo a W mbar and**
Point al Beginning. Said tract
contains 11.110 *clog more of lest Tot $ETHER IMPS
easement Vita =timid in Dec eaten of Easements. Covenants and Restrictions by
Haiderm glom LIZ, dated January 21. 2002. died January 23. 2002. recorced in
Coed 300k 26083, PO40 18. Gwisort cOuntY. Oecrgia recooas, as roomful by First
Mrabfizatice da*tt 0,iay 10.2003 flied May 21.2003, recorded as Deed Boob
32696. Page 62, aforesaid records. 57


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Mableton Crossing EXHIBIT
"A" LEGAL DESCRIPTION ALL THAT TRACT
OR PARCEL OF LAANT) lying and being in Land Lots 31 iee 42 of the 17"
District and Section of Cobb County, Georgia, and being more particularly
descibed as follows: BEGINNING at the
intersecton formed by the easterly rev; of Floyd Road (variable Ow) and the
northerly rew of Nickajack Road (variable rew) and running thence northerly
along the easterly riw of Floyd Road (variable riev) the following courses and
distances: North 00' 10'13' West; 297.53 feet; thence North 00'31'17' West,
88,68 feet co a point; running thence South 45'22'52" East, and departing
the easterly ew of Floyd Road, a distance of 49.97 feet to a point, thence
North 89°37'06" Last, 141.00 feet to a point; thence North 44'37'06"
East, 14.14 feet to a poirt; thence North 00°22'54" West, 206.83 feet to a
point; thence along the arc ofa curve to the left 92.94 feet (said re having a
chord distance of 83.70 feet on a bearing ofNorth 45°18'08' West and a radius
of 59.27 feet); thence South 89'46'3? West, 87,34 feet to a point; thence along
the arc of a curve to the left 56.77 feet to a point on the easterly lee/ of
Floyd Road (variable rfw) (said arc having a chord distance of 53.08 feet on a
bearing of South 53°3816" West and a radius of 45.00 feet); running thence
northerly along the easterly Jew of Floyd Road (variable Ow) the following
courses and distances: North 01'56'32 West, 42.29 feet; thence North
01'35'41" West, 61.57 feet; running thence southeasterly along the arc of
a curve to the left, and departing the easterly r/w of Floyd Road, a distance
of 51.52 feet te a point (said arc having a chord distance of 48.75 feet on a
bearing of South 57'25'14" East and a radius of 45 00 feet); thence North
89'46'58' East, 100 75 feet to a point; thence South 87'52'03' East, 16,19 feet
to a point; thence along the arc of a curve to the right 41 52 feet to a point
(said arc having a chord distance of 41.25 feet on a bearing of South
78'53'21" East and a radius of 105.00 feet); thence South 67'33'39"
East, 27.53 feet to a point; thence North 2226'21' East, 32.40 feet to a point;
running thence South 86°31'19" East a distance of 449.77 feet to a point,
running thence South 32'33'55" Past a distance of 489 94 feet to a point
on the northwesterly tew of Nickajack Road (variable e/w); running thence
southwesterly and westerly along the northwesterly and northerly iew of
Nickajack Road (variable r/w) the following courses and distances: along the
arc of a curve to the right 9210 feet (said arc having a chord distance of
92.80 feet on a bearing of South 45°53111" West and a radius of 4346.61
feet); thence South 45'16'46" West, 5.02 feet, thence along the arc of a
curve to the right 196.80 feet (said arc having a chord distance of 195.73 feet
on a bearing of South 55°39'51" West and a radius of 543.21 feet), thence
South 66'02'1 West, 58.72 feet; thence South 79'25'08" West, 31.50 feet;
thence South 65'55'21' West, 56.33 feet; thence South 69°1420" West, 69,75
feet; thence along the arc of a curve to the right 172.90 feet (said arc having
a chord distance of 171.73 feet on a bearing of South 80'47'41" West and a
radius of 428.64 feet); thence North 8649'13w West, 301.03 feet; thence North
43'27'43" West, 29.49 feet to the easterly rho' of Floyd Road (variable
rev) and the point of beginning; said property containing 11 23528 acres or
4g9,409 square feet Said property is more particularly described in that
certain As-Built plat of survey prepared for BIT Property Company, Northpark
Title Insurance Agency, Inc. and Commonwealth Land Title Insurance Company, by
Watts & Brownina Engineers. Inc , V T Hammond, G.R.L.S No 2554, dated
August 11,1997, last revised June 1, 1998 -Continued on next page 58


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Mableton
Crossing Less and except: Project: Floyd Road Middle School Access Road Plans
Coortpkted: 03/04/10 Proper No.: RiNit A  Last Revised: 0920/10 Parcel No.: 3 Fec Sinsplc Richt of Wain All dial tract or parcel of land lying and being in
Land Lots 31 and 42, V the 17'h 1 and District, 7.1 Section of Cobb County,
Georgia, being more particularly described as follows: RFOINNING at Point 1000.   point being located 47.99
feet right of and opposite station 50+48.10 on the construction centerline laid
out for WHITE BOULEVARD; theme N 6'19' ;5 W a distance of 4125 feet to Point
20009, said point being located 5130 feet right of and opposite station 50
45.95 on the construction centerline laid out for WHITE BOLIFV ;RD; thence N
..5'53'26" W a distance of 61 56 to Point 20008. said point being located
55.71 feet left of aid opposite station 50+43.29 on the construction centerline
laid out for WHITE BOULEVARD: thence .5'r 1 feet along the arc of a curve,
(said curve ha% ing a radius of 44 995 feet and a chord distance of 4x3.743 on
a bearing of S 61'44'27' Cl to Point 20037, said point being located 30.12 feet
left of and opposite station 50 t84.77 on the construction centerline laid out
for WHITE BOULEV \RD; thence N 85'29'14" E a distance of 100.74 feet to
Point 70006, said point being located 32.06 feet left of and opposite station
51-15,49 on the construction centerline hid out for WHITE BOULEVARD; thence
41.515 feet along the arc of a curve, (said curve having a radios of 104.988
feet and a chord distance of 41.245 on a bearing of S 83`I '08' Ft to Point
20005, said point being located 24.74 feel left of and opposite Mayon `.'2026.08
on the cons:ruction centerline laid out for WHITE BOL1,EvARD thence S 31°5I'2.r
E a distance of 27.53 feet to Point 20904, said point being located 6.72 feet
Irll of and opposite station 100H3,22 on the construction centerline laid out
for ACCESS ROAD, thence N 1748'57- F a distance of 32..0 feet to Point 1771.
said point being located 4.60 feet left of and opposite station 100445.54 on
the construction centerline laid out for ACCESS ROAD; thence N 89'16'45" b
a distance of 30.61 feet to Pont 302. .ntid point being located 21.00 feet
right of and Opposite stone^ 1001.53,35 on the construction centerline laid out
for ACCESS ROAD; thence S 4T-3'18" W a distance of 79.03 feet to Point
301, said point being located 14.94 feet right of and opposite station 99-67.42
on the construction centerline laid out f©r ACCESS ROAD; thence S 86'35'23- W a
distance of 49.25 :o Point 105, said pain: being located 32.00 feet right of
and opposite swain 52 '21.02 on the construction centerline laid out for
WI-1111.... BOULEVARD: thence running 48.240 feel along the arc of a curve,
(said envie hatring a radius of 59.263 feet and a chord distance of 46.919 feet
on a bearing of N 71'08'16" W) to Point 3000, said point being located
14.2? feet right of and opposite of station 511-77.60 on the construction
centerline laid out for WHITE BOULEVARD.. thence S 85'30'12" W a distance
of f17.6 feet to Point 1001, said point -Continued on next page 59


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Mableton
Crossing being located 15.87 feet right of and opposite station
50+90.26 on the construction centerline laid out for WHITE BOULEVARD: thence
56.673 feet along the arc of a curve. (said curve having a radius of 44.995
feet and a chord distance of 53.001 feet on a Wiring of S 49"1T02"
\V} back to the POINT OF BRANNEN Contain:1:v 0.292 Lures (12,715,346 square feet) more
or 1cAs Temporary Construction Easement: All that tract or parcel of land lying and being :n
Land Lot 42, of the 17'h Land District, 2'4 Section ()Mobil County, Gwrgia,
being more particularly described as rellOWi.7 BEGINNING at Point 105. said point being located 32.00
feet right of and opposite station 52,-21.02 an the construction centerline
laid out for WHITE BOULEVARD: thence N 86'35'23" E a distance of 49.25
foot to Point 301. said point being located 14.94 feet right of and opposite
station 99t67.42 on the construction centerline laid oul for ACCESS ROAD:
thence N 14°03'1 8" F a distance of 79.03 feet to Point 302, said point
being located 25.00 feet right of and opposite station 100+53.35 on the
construction centerline laid out for ACC.P4S ROAD; thence N g8241•2.6" F a
distance of 6.22 feet to Point 3006, said point being located 31.00 feet right
of and opposite station I00' 5.5.00 on the construction centerline laid out for
ACCESS ROAD; thence S 39'04'18" E a distance of 25.00 feet to Point 3005.
said point beini located 51.00 feet right of and opposite station 100+40.00 on
the construction centerline laid out for ACCESS ROAD; thence S 3'51'11" E
a distance of 49.59 to Point 3004, said point being located 60.00 feet right of
and opposite station 99+71.00 on the construction centerline laid out for
ACCESS ROAD; thence S 86°21'52" W a distance of 30.02 feet to Point 3003,
said point being located 30.00 feet right of and opposite station 99+72.00 on
the construction centerline laid out for ACCESS ROAD; thence S 39'27'1 W a
distance of 16.97 feet to Point 3002, said point being located 18.00 feet right
of and opposite station 99-60.00 on the construction centerline laid out for
ACCESS ROAD; thence S 5°32'41"E a distance of 31.47 to Point 3001, said
point being located 18.1A feet right of and opposite station 994-28.53 on the
constriction centerline laid out for ACCESS ROAD; thence S 84°27'19" W a
distance of 36.88 feet to Point 1009, said point being located 18.88 feet tell
of and opposite station 9928.53 on the construction centerline laid out for
ACCESS ROAD: thence naming 44386 feet along the are of a curve, (said curve
having a radius of 59.263 feet and a chord distance of 43.54? on a bearing of N
26°15'32" W) back to the POINT OF BEGINNING. Containing 0.088 a:..-res 0,821.1)20 square feet) more
or less. Said easement to expire twenty-four (24) months from
date of taking.


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Mableton
Crossing Survey Legal: ALL THAT TRACT CR PARCEL  OF LAND LYING AND BONG IN
LAND LOTS 31 k 42 CF THE 1111-I DISTRICT AND 2ND 4FIT1ON Cc CORR ."10UNTY,
GEORGIA, AND BOAC; MORE PARTICULARLY DFsEs.RisED AS FOLLOWS' BEGINNING AT TI-E INTERSECTION FORMED BY THE EASTERLY
R/W CF FLOYD ROAD (VARIABLE R/W: ANC TrIE NORTHERLY R/W OF NICKAJACK ROAD (VARIABLE
R/W) AND RUNNING THENCE NORTHERLY ALONG THE EASTERLY Rtw OF FLCYD RDAC
(VARIABLE R/W) THE FOLLOWNC 20L;P3ES AND CISTANCES: NORTH 001E'13" WEST,
207.53 FEET: THENCE NORTH 00'31'37' NEST, 88.68 FEET "0 A P0147; RUNNING
THENCE SOUTH 45'22'52" EAST, AND DEPARTING THE EASTERLY R/W CF FLOYD ROAD,
A DISTANCE OF 49.97 FEET TO A POINT; THENCE NDRTH 89'37'06" EAST, 141 03
FEET 10 A DONT: THENCE NORTH 44'37'06' EAST. 14.14 FEET 'C A POINT: THENCE
NORTH ocr22's4" WEST, 206 83 FEET TO A POINT: Ti-ENCE ALONG. THE ARC OF A
CURVE TO THE LEFT 92 94 FEET (SAID ARC HAVING A CHORD DISTANCE OF 83.70 I- I CN
A SEARING OF NORTH 4518408" WEST AND A RADIUS OF 5$.2/ FEET); 'HENCE SOUTH
89'46'39" WEST. 87,34 FEET TO A POINT; THENCE ALONG THE ARC OF A CURVE TO
THE LEFT 56.77 FEET TO A POINT ON T4E EASTERLY R/w OF FLOYD ROAD (VARIABLE R/W)
(SAID ARC HAVING A CHORD DISTANCE 3.CRS FEET (N A JEARING OF SOUTH WEST AND A RADIUS OF
45.LIO FEET); RUNNING THENCE VIR11-4ERLY A_ON0 THE EASTERLY R/W OF FLCYD
ROAE: VARiABLE R/W) THE FOLLOWING COURSES AND DISTANCES NORTH 01'56'32"
WEST, 42.29 FEET; THENCE NORTH C1'35'41" WEST. 81,E7 Fr..t1; RUNNING
THENCE SOUTHEASTERLY ALONG THE ARC OF A CURVE TO THE LEFT, AND DEARTINS THE
EASTERLY R/Ar CF FLOYD ROAD, A DISTANCE OF 51 52 FEET TO A POINT (SAID ARC
HAVING A CHORE DISTANCE Cr 48.75 FEET ON A BEARING OF SOUTH 57'26"4"
EAST AND A RADIUS OF 45_00 FEET); THENCE NORTH 89'48.58" EAST. 100.75 FEET
TO A POINT; THENCE SOUTH- 67'52'03" EAST, 16.'9' FEET TO A POINT, THENCE
ALONG THE ARC OF A CURVE TO THE RIGHT 41,52 FE T TC A POINT (SAID ARC HAVING A
CHDRO DISTANCE OF 41 25 FEET ON A REARNG (IF SOUTH 78.43`71' EAST ANC A RADIUS
OF 135.00 FEET); THENCE SOUTH 57'33'33" EAST, 27.53 i-t.Li TO A r}OINT;
HENCE NORTH 22'20'21" EAST, 32.40 FEET TO A POINT; RUNNING THENCE SOUTH
66"31"9- EAST A DTSTANSE OF 449.77 FEET TO A POINT; RUNNING THENCE
SOUTH 32'33'55" EAST A DISTANCE OF 489.94 FEET TO A POINT ON THE
NORTHWESTERLY R/W OF NO<AJACK ROAD (VARIABLE R/W); RUNNING THENCE
SOUTHWESTERLY AM) WESTERLY ALONG THE NOR ThIlriESTERLY AND NORTHERLY R/W OF
NICKAJACK ROAD (VARIABLE R/W) THE FOLLOWING COURSES AND DISTANCES: ALONG THE
ARC GE A CURVE TO THE Rt0HT 92.80 FEET (SAID ARC HAYING A CHORD DISTANCE OF
92.6(0 FEET ON A BEARING CF SOUTH 455.5'2Er WEST AND A RADIUS OF 4346.61 FEET);
THENCE SOUTH 4516'46" WEST 5 a, FEET; TI-ENCE ALONG THE AR!": OF A
CURVE TO THE R CHT 196.80 FEET (SAID ARC HAVING A CHORD DISTANCE CF 195.73 FEET
ON A EEARINC CF SOUTH 55'39'51" VEST AND A RADIUS Of 543 21 FEET; THENCE
SOUTH 86D2'`/* WEST, 58.72 FEET; THENCE SOUTH 79'25'08" WEST, 3'.50 FEET;
THENCE SOUTH 65 55'21" WEST, 55.3,3 FEET: TI-ENCE SOJTH 6914'20"
WEST. 59.75 ILL:; 'THENCE ALONG THE ARC OF A CURVE IC THE FIGHT 172.90 FEET
(SAO ARC H.AsANC A CHORD DISTANCE OF 171.73 FEET ON A OEAR4NC OF SOUTH 80'47'41'
'NEST AND A RADIUS OF 428.64 FEET); THENCE NORTH 86'49r.13" WEST, 30'.03
FEET; 'THENCE NORTH 43'27'43" WEST, 29.49 FEET TO THE EASTERLY R/W OF
FLCYD ROAD (VARIABLE R/W) AND THE PONT OF BEGINNING.; SAID PROPER7Y CONTAINING
11.23528 ACRES OR 489,409 SQUARE FEET. SAL) PROPERTY IS MORE PARTICULARLY
DESCRIBED IN THAT CER-AIN AS-BUILT PLAT OF SURWY PREPARED FOR IRT PROPERTY
COMPANY, NORTI-PARK TILE INSURANCE AGENCY, INC. AND COMMONWEALTH LAND TITLE
INSURANCE COMPANY. BY WATT'S c 8RDWNING ENGINEERS, INC.. V,T,
1-4AMNIOND, G.R.L.S NO.TEO AUGUST 11, 1997, LAST REVISED JUNE ', 1998. 61


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Macland
Pointe EXHIBIT A Deed Beak 13356 Pi
6126 (Macland Pointe Shopping
Center) PARCEL ONE ALL THAT TRACT or parcel of land lying and being in
Land Lot 413 and 414 of the 19th District, Second Section of Cobb County,
Georgia, and being more particularly described as follows TO FEND THE TRUE POINT OF BEGINNING commence at the
point where Land Lots 413, 414, 475 and 476 of said District and Section
intersect in a common corner; thence run, along the Land Lot line common to
Land Lots 413 and 414, North 03 degrees OS minutes 11 seconds East a distance
of 155.68 feet to an axle; thence run North 02 degrees 56 minutes 39 seconds
East a distance of 89.43 feet to a 1/2 inch pin at the TRUE POINT OF BEGINNING;
thence run North 88 degrees 04 minutes 28 seconds West a distance of 199.34
feet to a 1/2 inch pin, thence run North 01 degrees 55 minutes 25 seconds East
a distance of 34.93 feet to a the edge of a building; thence run along the edge
of a building North 88 degrees 03 minutes 01 seconds West a distance of 350.00
feet to a 1/2 inch pin; thence run North 01 degrees 56 minutes 59 seconds East
a distance of 398.03 feet to a 1/2 inch pin; thence run North 81 degrees 19
minutes 08 seconds East a distance of 197 19 feet to a 1/2 inch thence run North 01 degrees 56
minutes 59 seconds East a distance of 285.25 feet to a point located on the southeastern
right-of-way line of State Route 360 alkla Macland Road; thence run along the
southeastern right-of-way line of State Route 360 ancia Macland Road North 83
degrees 41 minutes 43 seconds East a distance of 229.63 feet to a right-of-way
monument; thence run along the said right-of-way line North 80 degrees 42
minutes 10 seconds East a distance of 140 79 feet to a point; thence leave said
right-of-way line and run South 09 degrees 16 minutes 28 seconds East a
distance of 244.95 feet to a 1/2 inch pin; thence run South 57 degrees 43
minutes 30 seconds East a distance of 330.87 feet to a point located on the
northwestern right-of-way line of Powder Springs Road (100 foot right-of-way),
thence run along the northwest right-of-way tine of Powder Springs Road and
along the arc of a 3312.29 foot radius curve to the left (said curve being
subtended by a chord bearing South 22 degrees 26 minutes 16 seconds West and
having a chord distance of 12.00 feet) an arc distance of 12.00 feet to a
point; thence continue along said northwest right-of-way line South 22 degrees
20 minutes 03 seconds West a distance of 325.01 feet to a point, thence leave
said northwest right-of-way line and am North 68 degrees 37 minutes 11 seconds
West a distance of 235.60 feet to a 1/2 inch pin; thence run South 03 degrees
07 minutes 25 seconds West a distance of 170.12 feet to the POINT OF BEGINNING,
as per Survey Plat of Macland Pointe Shopping Center, prepared by The Cniselle
Company, dated March 26, 2001, last revised March 30, 2001, bearing the seat
and certification to Column Financial, Inc, its successors and assigns and
Fidelity National Title Insurance Company by Benjamin W. Crusselte, Georgia RLS
No. 2841.


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Macland
Pointe Deed Snob I33M6 Pg 6127 Jay C. Stephenson Civil of Superior Court Cobb Cty. Ga. PA WEL IRO (Shopping Center Detention Pond Area) ALL THAT TRACT OR PARCEL OF LAND lying and being in
Land Lot 414 of the 19th District, 2nd Section, Cobb County, Georgia, said
tract being more particularly described as follows. TO FIND THE TRUE POINT OF BEGINNING commence at the
point where Land Lots 413, 414, 475 and 476 of said District and Section
intersect in a common corner and run, along the Land Lot line dividing Land
Lots 414 and 475, North 88 degrees 01 minutes 05 seconds West a distance of
544.96 feet to a 1/2 inch pin; continuing thence along the Land Lot line
dividing Land Lots 414 and 475, North 88 degrees 02 minutes 40 seconds West a
distance of 449.82 feet to a 1/2 inch pin at the TRUE POINT OF BEGINNING; FROM
SAID TRUE POINT OP BEGINNING, running along the Land Lot line common to Land
Lots 414 and 475 North 88 degrees 02 minutes 10 seconds West a distance of
336.21 feet to a 5/8 inch pin set at the point where Land Lots 414, 415, 474
and 475 of said District and Section intersect, thence run along the Land Lot
line dividing 1 and Lots 414 and 415 North 01 degree 17 minutes 08 seconds East
a distance of 198,96 feet to a steel fence corner; thence leaving said Land Lot
Line and run South 88 degrees 06 minutes 11 seconds East a distance of 215.06
feet to a. 1/2 inch pin, thence run North 02 degrees 42 minutes 23 seconds East
a distance of 27 77 feet to a 518 inch pin; thence am North 78 degrees 10
minutes 04 seconds East a distance of 128.66 feet to an open top pipe; running
thence South 02 degrees 21 minutes 56 seconds West a distance of 257.65 feet to
a 1/2 inch pin at the TRUE POINT OF BEGINNING, as per Survey Plat of Macland
Pointe Shopping Center, prepared by The Cniselie Company, dated March 26, 2001,
last revised March 30, 2001, bearing the seal and certification to IRT Property
Company, it successors and assigns, Column Financial, Inc., its successors and
assigns and Fidelity National Title Insurance Company by Benjamin W. Crusselle,
Georgia RLS No. 2&41. 63


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Shops
at Westrike 05748 00171 4748pAGE 171 EXHIBIT "A" LEGAL DESCRIPTION ALL T1L&T TRACT OR PARCEL 01' LAND lying and being
in Land Lot 208 of the tail District of Hems County, tjeorgia, and being morc
particularly described as follows.. roinnitiring at the intersection of the southwesterly
tight-of-way of Wastridgc Parkway 4100' RAV) and the nontiwcticrly right-cl-way
of State Route 20. proceed northwesterly along the southwesterly right-of-way
of Wesuidgc hritirny along an an: of a curve to the left a distance of 267A2'
(said arc having a radius of 950.00' and being subtended by a chord. N 29' 17'
20" W and a distance of 266.54') to a point the Point of Beginning.
Thisite, leaving said right-of-way proceed S 37' 56' 411' W. a distance of 232
15' to a point; thence S 16' 43' 21" E. a 4,11071AWCur 194.51' to point on
the norfinvester.y right-of-way of State Route 20; Ilalitte eonitinaint Liking
said ridit-uf- way along an are of a curve to the right a distance 113.86'
(said arc having a radius of 2770.00' Anil being subtended by a chord, S 77'
t9' I I." W and a distance oft 13.85') to a point', ihcncc S 71r 29' 50"
W distance of 655.80° to a point; thence leaving said right-of-v.-AY, procord N
22° 05' 36" W. tlisiancr. of 13444' to s 3:8" rebar thence S
81" 53'   w distance of 151 32' to a potru; thence N 24' 07' 6.3" E, a dimwit:cot'
849.74' to a point on the southwesterly right. ofway of Westndge Parkway;
thence cow:kiting along said right-of-way, S 75' 24' 45" E, a distance of
257 58' to a point, thence airing an arc of a curve to the right a distance of
611.05' (said arc haying a radius of 950.8)' and being subtended by a chord, S
16* 22' 53" F and a distance of 619.51°) to a point, and the Point of
Beginning. Said tract contains 13.50 acres According to a survey for lk]." Capital
Corporation, 1R'f Flroperty Company & Fidelity National Title Insurance
Company of New York, by Conceptual Design FillOnix-ristF, Inc.. registered land
surveyor, dated November 19, 2002, last revised December 5, 200              64


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EXHIBIT 1.37 SELLER'S
DOCUMENTS 1.Copy of the most recent title
insurance policy in the Sellers' possession 2.Copy of the most recent survey
in the Sellers' possession 3.Copies of the current Leases 4.Copy of the most recent site plan 5.Copies of the most recent real estate tax bills 6.Copies of the most recent
environmental reports in the Sellers' possession, if any 7.Copies of the most recent
zoning reports in the Sellers' possession, if any 8.Copy of notice of re-inspection from Forsyth County Fire
Department regarding Grassland Crossing Suite 103 and Suite 109 9.Copies of the most recent property condition report in the
Sellers' possession, if any 10.Current Income Statement/Proforma Budget 11.Tenant Sales Report Exhibit 1.37 65


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EXHIBIT 3.2(b) MACLAND POINTE
ENVIRONMENTAL REVIEW Commencing as of the date hereof and continuing until the expiration of
the Inspection Period (the "Environmental Review Period"), Seller
shall allow Purchaser and Purchaser's engineers and/or other employees and
agents, including Purchaser's Environmental Consultants (as defined below)
(collectively "Purchaser's Representatives") reasonable access to the
Macland Pointe Property (the "Subject Property") for the purpose of
conducting a Phase II Environmental Site Assessment in general conformance with
ASTM Standard E1903-97 (Reapproved 2002) and in accordance with a detailed work
plan and schedule to be proposed by Purchaser and approved by Seller in its
sole and absolute discretion (the "Site Testing") 1.Definitions.For purposes of thisExhibit 3.2(b),the following terms have the meanings set forth below: (a)"Environmental
Liabilities"means all
obligations, duties, losses, liabilities,
claims, fines, expenses, damages, costs (including reasonable fees and expenses
of attorneys and other professionals and consultants) or penalties created by,
related to, or arising out of any andallEnvironmental Laws, including
but not limited to any required investigation, sampling, testing, remediation
or cleanup, excluding any of the same owed by Seller to third parties including
its lenders and to governmental authorities. (b)"Environmental Laws"means any and all
federal, state and local statutes,
ordinances, guidance having the effect of law, common law, rules, and
regulations, all court orders and decrees, now or hereafter in effect, which
pertain to environmental matters, pollution, or contamination of any type
whatsoever. (c) "Material Environmental Condition"means the
presence or likely presence of any Hazardous Materials under conditions that indicate an existing
release, a past release, or a material threat of a release of any Hazardous
Materials into structures or into the ground, ground water or surface water
which condition has been reasonably estimated by Purchaser's Environmental
Consultant to cost in excess of $500,000 to remediate in accordance with
Environmental Laws. The term does not include de minimis conditions that
generally do not present a material risk of harm to public health or the
environment and that generally would not be the subject of an enforcement
action under Environmental Laws. (c)"Purchaser's Environmental Consultant"means
Apex Environmental or such
other reputable environmental engineering or consulting firm as Purchaser may
designate and which is reasonably satisfactory to Seller. 2.Site Testing.Purchaser shall give Seller at least
24 hour prior notice of its intent to conduct any Site Testing so that Seller will have the opportunity to
have a representative present during any such inspection or test, which right
Seller expressly reserves. To the extent that Purchaser elects to perform any
Site Testing, such Site Testing shall be performed at Exhibit 3.2(b) Purchaser's expense, in strict accordance with the terms and conditions
of Section 3.4 of the Agreement, applicable laws and prior to expiration of the
Environmental Review Period. Within two (2) business days after completion of
the Site Testing, Purchaser shall notify, or cause Purchaser's Environmental
Consultant to notify, Seller of such completion; provided, however, that in no
event shall Purchaser or Purchaser's Environmental Consultant notify Seller of
the results of such Site Testing unless Seller expressly requests otherwise. If
Seller notifies 66


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Purchaser in writing that it desires
to review the results of the Site Testing, then Purchaser agrees to promptly
deliver to Seller a true and complete copy of the results of the Site Testing.
Neither Purchaser nor any of Purchaser's Representatives shall perform or
permit the performance of any act that would injure or damage the Subject
Property (other than soil sampling in accordance with the approved Site
Testing) or unreasonably disrupt the activities of any tenant at the Subject
Property. Purchaser shall, at its own expense during the Environmental Review
Period, cause to be repaired and restored in a good and workmanlike manner any
injury or damage to the Subject Property as a result of the Site Testing.
Purchaser and Purchaser's Representatives shall not contact any governmental
agency, official or representative regarding hazardous materials on or the
environmental condition of the any Property without Seller's prior written
consent thereto, which consent may be withheld in Seller's sole and absolute
discretion. In addition, if Seller's consent to any such governmental contact
is obtained by Purchaser, Seller shall be entitled to receive at least five (5)
days' prior written notice of the intended contact and to have a representative
present when any of Purchaser's Representatives has any such contact with any
governmental agency, official or representative. Purchaser shall cause each of
Purchaser's Representatives to be aware of the obligations set forth herein.
The obligations set forth in this Paragraph 2 shall survive the Closing (on all
but the Subject Property) or any termination of this Agreement. (a)Release and Indemnity.To the extent permitted by law, Purchaser shall
pay and otherwise be responsible for, and
indemnify, defend and hold harmless Seller, Seller's members, managers,
directors, officers, partners, employees and agents, from and against (i) all
liability, costs, claims, business losses, expenses, fines, penalties and
reasonable fees and expenses of attorneys and other professionals and
consultants, arising in any way from injury to, or death of, persons or damage
to property or otherwise arising from access to the Subject Property granted to
Purchaser for the Site Testing or any other activities of Purchaser or
Purchaser's Representatives, in, on, or about the Subject Property, and (ii)
any third-party statutory or common-law liens or other encumbrances for labor
or materials furnished in connection with the Site Testing and/or any other
tests, samplings, studies, or surveys, any repair or restoration work, and/or
any other activities Purchaser or Purchaser's Representatives may conduct with
respect to the Subject Property;'Provided, however,that this indemnity
shall not extend to, and in no event shall Purchaser be liable to Seller or any
of such other indemnified parties to the extent that, any loss, injury, damage,
cause of action, liability, claim, lien, cost or expense arises from the gross
negligence or willful conduct of Seller or anyone acting by, through or under
Seller. In the event Purchaser exercises its Environmental Review Termination
Right pursuant to the terms of the following Paragraph 3 of this Exhibit
3.2(b), or this Agreement is otherwise terminated or cancelled prior to
Closing, Purchaser shall have no liability for any pre-existing conditions on
or about the Subject Property except to the extent such liability arises from a
breach of this Agreement or to the extent that such conditions were exacerbated
due to the acts or omissions of Purchaser or anyone acting by, through or under
Purchaser; it being agreed that the mere discovery of a pre-existing condition,
even when coupled with an obligation on Purchaser's part Exhibit 3.2(b) to report such discovery to the
applicable governmental authority, shall not be considered an exacerbation of a
pre-existing condition. The foregoing obligations shall survive Closing or
termination or cancellation of this Agreement. 3.Environmental
Review Termination Right.If any of the Site Testing
performed by Purchaser's Environmental Consultant reveals the presence of a
Material Environmental Condition at the Subject Property, then either Seller or
Purchaser shall be entitled to 67


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terminate this
Agreement with respect to the Subject Property by giving written notice (a
"Phase II Termination Notice") thereof to the other party on or
before the expiration of the Environmental Review Period that it intends to
terminate this Agreement with respect to the Subject Property and, in such event,
(a) this Agreement will terminate but only with respect to the Subject
Property; (b) the Purchase Price shall be reduced by the amount of the Purchase
Price allocated to the Subject Property; (c) the Cap and the Floor shall be
proportionally reduced based upon the reduction in the Purchase Price; (d) all
references hereunder to the Subject Property shall be deemed deleted; and (e)
neither Seller nor Purchaser shall have any liability hereunder with regard to
the Subject Property, except for the obligations hereunder which expressly
survive termination of this Agreement. In the event that a Material
Environmental Condition is determined to exist at the Subject Property but
neither Seller nor Purchaser sends a Phase II Termination Notice on or before
the expiration of the Environmental Review Period, then Seller and Purchaser
shall be deemed to have waived their respective right to terminate this
Agreement in accordance with this Paragraph 3 with respect to the Subject
Property. 4.No Other Rights to
Cancellation or Credit.Except as
specifically set forth in
thisExhibit 3.2(b),Purchaser shall not have any right to cancel or
terminate this Agreement or to receive any abatement of or credit toward the
Purchase Price based upon the results of the Site Testing. 5.Assumption of
Environmental Liabilities.Notwithstanding anything to the
contrary set forth herein or in the Access Agreement, from and after the
Closing Date, Purchaser shall assume and discharge any and all Environmental
Liabilities relating to or arising from the Subject Property arising from
ownership or operations thereof after the date of the Closing. The provisions
of this Paragraph 5 shall survive Closing. Exhibit
3.2(b) 68


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EXHIBIT 3.7 FORM OF ESTOPPEL CERTIFICATE
Tenant Estoppel Certificate To: __________________ Re:Lease Pertaining toGA 1.The
undersigned, as tenant("Tenant")of approximately  square
feet of space (the"Premises")under that
certain lease dated as set forth onExhibit "A"(as amended,
the "Lease")made with("Landlord"),covering space in Landlord's building (the"Building"),
Georgia, known as  
hereby certifies as follows: (a)That the Lease described onExhibit "A"constitutes the
entire agreement between
Tenant and Landlord, is in full force and effect and has not been modified, supplemented
or amended in any way except as set forth inExhibit "A."The
interest of the undersigned in the Lease has not been assigned or encumbered
nor has the undersigned entered into any sublease, license or other occupancy
or use agreement with respect to the Premises; (b)That the Lease represents the entire agreement between the parties as to
said
leasing, and that there are no other agreements, written or oral, which affect
the occupancy of the Premises by the undersigned; (c)That the commencement date of the term of the Lease was (d)That the expiration date of the term of the Lease is
including any presently exercised option or renewal term, and that the
undersigned has no rights to renew, extend or cancel the Lease or to lease
additional space in the Premises or the Building, except as expressly set forth
in the Lease; (e)That the undersigned has no option or preferential right to purchase all
or any part of the Premises (or the land or Building of which the Premises are
a part), and has no right or interest with respect to the Premises or the
Building other than as Tenant under the Lease; (f)That all conditions of the Lease to be performed by Landlord and
necessary to the enforceability of the Lease have been satisfied. On this date
there are no existing defenses, offsets, claims or credits which the
undersigned has against the enforcement of the Lease except for prepaid rent
through____________(not to exceed one month); Exhibit 3.7


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That all contributions
required by the Lease to be paid by Landlord to date for
improvements to the Premises have been paid in full. All improvements or work
required under the Lease to be made by Landlord to date, if any, have been
completed to the satisfaction of the undersigned. Charges
for all labor and materials used or furnished in connection with
improvements and/or alterations made for the account of the undersigned in the
Building have been paid in full. The undersigned has accepted the Premises,
subject to no conditions other than those set forth in the Lease. The
undersigned has entered into occupancy of the Premises; (g)That the annual minimum rent
currently payable under the Lease is _______________and has been paid
through __________________________ (h)That additional monthly rent for
estimated taxes, insurance and CAM charge is _____________________per month and has been paid
through _________________________ (j)That the annual percentage rent
payable under the Lease was last paid on _____________________ in the amount of $_______________
which percentage rent was measured on the basis of _____________% of the undersigned's
gross sales for the period of _________________. Tenant has paid percentage rent
payable under the Lease for the period up to and including_____________________ (k)That there
are no defaults by the undersigned or Landlord under the Lease, and no
event has occurred or situation exists that would, with the passage of time or
the giving of notice, constitute a default under the Lease. There are currently
no disputes between the undersigned and Landlord concerning the Lease
(including, without limitation, the computation of rent payable under the
Lease), the Premises or the improvements thereon; (1)        That the undersigned has
paid to Landlord a security deposit in the amount of_________________ (m)That the
undersigned has all governmental permits, licenses and consents required
for the activities and operations being conducted or to be conducted by it in
or around the Building; and (n)That as of this date there are no
actions, whether voluntary or otherwise, pending
against the undersigned or any guarantor of the Lease under the bankruptcy or
insolvency laws of the United States or any state thereof. 2.The undersigned acknowledges the
right of ____________________ (the
"Purchaser"), and its successors and assigns to rely upon the
certifications and agreements in this Certificate in acquiring the Property. 3.The person signing this
certificate on behalf of the undersigned represents and
warrants to the Purchaser that he or she has the full authority and legal
capacity to execute and deliver this certificate and bind the undersigned
hereto. Exhibit
3.7 continued 70


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EXECUTED this_____day of______________,
2012. TENANT: a By:________________________________ Name:______________________________ Its: Exhibit 3.7 continued SIGNATURE PAGE OF GUARANTOR
TO ACKNOWLEDGEMENT OF TENANT
ESTOPPEL CERTIFICATE Acknowledgment
of Guarantor The undersigned guarantor of the
Tenant's obligations under the Lease pursuant to that certain Guaranty dated_______________________("Guaranty"),hereby certifies to ____________
that it has no defenses, claims or offsets to enforcement of the Guaranty
against the undersigned. EXECUTED this____________________day of_________________,
2012. GUARANTOR: a By: ___________________________________ Name: _________________________________ Its:  ___________________________________                 71


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Exhibit
3.7 continued


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EXHIBIT 3.9 EXISTING OPTIONS Property
 TenantShops at Westridge
 Publix
                            73


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Exhibit 3.9


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EXHIBIT 8.9 NOTICE TO TENANTS  _____________, 2012  ____________________ _____________________ _____________________ Re:   Sale of Shopping Center ________________ ________________,Georgia Please be advised that on __________________,
2012,  _____________________ Inc. conveyed The ________________and assigned your lease to _________________Your
security
deposit, if any, transferred to the new owner. All amounts due prior to the conveyance remain
payable to _____________________________INC. Beginning with your next payment, your rent should
be sent to _____________________________at Sincerely ___________________________INC. By:________________________________ Name:______________________________ Its: ____________________________________          Exhibit 8.9


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EXHIBIT 13.11 LIST OF 1031 EXCHANGE PROPERTIES Butler Creek Douglas Commons Fairview Oaks Mableton
Crossing Exhibit 13.11  76


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