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PURCHASE AND SALE AGREEMENT




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PageSection 1 The Property1.1 Description1.2 As-Is Purchase1.3 Agreement to ConveySection 2 Price and Payment2.1 Purchase Price2.2 Payment2.3 ClosingSection 3 Inspections and Approvals3.1 Inspections3.2 Title and Survey3.3 Contracts3.4 Permitted Encumbrances3.5 Confidentiality3.6 Prior to Closing3.7 Damage, Destruction or Condemnation3.8 Purchasers Right to TerminateSection 4 Representations and Warranties4.1 By Seller4.2 By Purchaser4.3 Mutual4.4 Best Knowledge; Received Written NoticeSection 5 Costs and Prorations5.1 Purchasers Costs5.2 Sellers Costs5.3 Prorations5.4 Taxes5.5 In General5.6 Purpose and IntentSection 6 NoticesSection 7 Closing and Escrow7.1 Escrow Instructions7.2 Sellers Deliveries7.3 Purchasers Deliveries7.4 Insurance7.5 Utility Service and Deposits7.6 Notice Letters7.7 Post-Closing Collections




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PageSection 8 Default; Failure of Condition8.1 Purchaser Default8.2 Seller Default8.3 Conditions to Purchasers Obligation to Close; Failure of ConditionSection 9 Miscellaneous9.1 Entire Agreement9.2 Severability9.3 Applicable Law9.4 Assignability9.5 Successors Bound9.6 No Public Disclosure9.7 Captions9.8 Attorneys Fees9.9 No Partnership9.10 Time of Essence9.11 Counterparts9.12 Recordation9.13 Proper Execution9.14 Tax Protest9.15 Merger9.16 Limited Recourse9.17 Seller Contingency9.18 Survival of Representations, Warranties and Covenants; Limitation of Liability9.19 Audited Financial Statement  314 AuditList of ExhibitsExhibit 1.1.1 Legal DescriptionExhibit 1.1.3 Inventory of Personal PropertyExhibit 1.1.6 Schedule of LeasesExhibit 3.2 Title Commitment No. NCS-237023-VA54 issued by First American Title Insurance CompanyExhibit 3.3 Schedule of ContractsExhibit 4.1.4 Rent RollExhibit 7.2.1 Form of DeedExhibit 7.2.2 Form of Bill of SaleExhibit 7.2.3 Form of Assignment and Assumption of LeasesExhibit 7.2.4 Form of Assignment and Assumption of ContractsExhibit 7.2.5 Form of Assignment of Warranties and GuaranteesExhibit 7.2.7 Form of FIRPTA Affidavit
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The Property
 Description
 Exhibit 1.1.1
  Exhibit 1.1.3
   Exhibit 1.1.6
        Exhibit 3.3
   As-Is Purchase
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3




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/s/ GRS

PURCHASERS INITIALS
  Released Parties
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/s/ SJ

SELLERS INITIALS
    
    
    
    /s/ GRS

PURCHASERS INITIALS
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Agreement to Convey
 Price and Payment
 Purchase Price
 Payment
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Closing
 Inspections and Approvals
 Inspections
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Title and Survey Exhibit
3.2
 Contracts and Leases
 Exhibit 3.3
  Permitted Encumbrances
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Confidentiality
 Prior to Closing
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Damage, Destruction or Condemnation
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Purchasers Right to Terminate
 Representations and Warranties
 By Seller
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Exhibit 4.1.4
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By Purchaser
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 
  Mutual
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Best Knowledge; Received Written Notice
 Costs and Prorations
 Purchasers Costs
  1 2
        Sellers Costs
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1 2
 Prorations
   Taxes
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In General
 Purpose and Intent
 Notices
  
 
  
 
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Closing and Escrow
 Escrow Instructions
 Sellers Deliveries
 Exhibit 7.2.1
 Exhibit 7.2.2
 Exhibit 7.2.3
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Exhibit 7.2.4
 Exhibit 7.2.5
  Exhibit 7.2.7
   Purchasers Deliveries
  Insurance
 Utility Service and Deposits
 Notice Letters
 Post-Closing Collections
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Default; Failure of Condition
 PURCHASER DEFAULT
 SELLER DEFAULT
  INITIALS:
    
    PURCHASER /s/ GRS
    
    SELLER

/s/ SJ
 Conditions to Purchasers Obligations to Close; Failure of Condition
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INITIALS:
    
    PURCHASER  /s/ GRS
    
    SELLER /s/ SJ
 Miscellaneous
 Entire Agreement
 Severability
 Applicable Law
 Assignability
 Successors Bound
 No Public Disclosure
 Captions
 Attorneys Fees
 No Partnership
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Time of Essence
 Counterparts
 Recordation
 Proper Execution
 Tax Protest
 Merger
 Limited Recourse
 Seller Contingency
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Survival of Representations, Warranties and Covenants; Limitation of Liability
 Audited Income Statement  314 Audit
 REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
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SELLER:
    
    DULLES PARK TECH CENTER LLCBy:
    
    Cornerstone Rotational Venture, LLC, its sole memberBy:
    
    Cornerstone Real Estate Advisers LLC, its managerBy:
    
    /s/ Steven F. JacobsName: Steven F. Jacobs
Title: Vice President
  PURCHASER:
    
    REPUBLIC PROPERTY LIMITED
PARTNERSHIPBy:
    
    Republic Property Trust, General PartnerBy:
    
    /s/ Gary R. SiegelName: Gary R. SiegelTitle: Chief Operating Officer
  th
  By:
    
    /s/ Richard W. Klein, Jr.Name: Richard W. Klein, Jr.
Title: President
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SPECIAL WARRANTY DEED
 
 
 
 SPECIAL WARRANTY DEED
 Exhibit A
 Exhibit B
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DULLES PARK TECH CENTER LLCBy: Cornerstone Rotational Venture, LLC, its sole memberBy: Cornerstone Real Estate Advisers LLC, its managerBy:Name:Title:
   
 Notary PublicMy Commission Expires:Printed Name of Notary:
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BILL OF SALE
 Exhibit A
  
 DULLES PARK TECH CENTER LLCBy: Cornerstone Rotational Venture, LLC, its sole memberBy: Cornerstone Real Estate Advisers LLC, its managerBy:Name:Title:
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ASSIGNMENT AND ASSUMPTION OF LEASES
 Schedule A
   
 DULLES PARK TECH CENTER LLCBy: Cornerstone Rotational Venture, LLC, its sole memberBy: Cornerstone Real Estate Advisers LLC, its managerBy:Name:Title:
 By:Name:Title:
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ASSIGNMENT AND ASSUMPTION OF CONTRACTS
 Exhibit A
 Exhibit A
   
 DULLES PARK TECH CENTER LLCBy: Cornerstone Rotational Venture, LLC, its sole memberBy: Cornerstone Real Estate Advisers LLC, its managerBy:Name:Title:
 By:Name:Title:
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ASSIGNMENT OF WARRANTIES AND GUARANTEES
 
 RECITALS:
      DULLES PARK TECH CENTER LLCBy: Cornerstone Rotational Venture, LLC, its sole memberBy: Cornerstone Real Estate Advisers LLC, its managerBy:Name:Title:
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FORM OF FIRPTA AFFIDAVIT
 Exhibit A
 Name and Address
    
    
    
    I.D. Number
 
   
 DULLES PARK TECH CENTER LLCBy: Cornerstone Rotational Venture, LLC, its sole memberBy: Cornerstone Real Estate Advisers LLC, its managerBy:Name:Title:
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