AGREEMENT
OF PURCHASE AND SALE


THIS
AGREEMENT OF PURCHASE AND SALE (this “Agreement”), is entered into as of the Effective Date (as defined on
the signature page hereto), by and between DELRAY ANDREW RE, LLC, a Florida limited liability company (the “Purchaser”),
and AREP 5400 EAST AVENUE LLC, a Delaware limited liability company (the “Seller”). Seller agrees to sell and
Purchaser agrees to buy certain property upon the terms, conditions and provisions set forth below.


I.                   
PURCHASE AND SALE OF THE PROPERTY.


A.               
Agreement to Purchase and Sell. In consideration of the payment by Purchaser to Seller of the amount equal to Twenty Million
Eighty Thousand and No/100 Dollars ($20,080,000.00) (the “Purchase Price”), which is exclusive of adjustments
and closing costs and prorations referred to herein, Seller hereby agrees to sell all of Seller’s right, title and interest
(i) in and to the real property located approximately at 5400, 5402 and 5408 East Avenue, West Palm Beach, Florida 33407, Folio
Numbers 74-43-43-04-29-001-0000, 74-43-43-04-29-002-0000, 74-43-43-04-00-000-3090, as legally described on Exhibit A attached
hereto and incorporated herein (the “Real Property”); (ii) in all structures, betterments, and utilities located
on or under the Real Property, of any nature now or thereafter situated in whole or in part upon the Real Property or on the Appurtenances
(as hereinafter described), regardless of whether physically affixed thereto or severed or capable of severance therefrom but
only to the extent Seller owns such structures, betterments, and utilities and has the right to transfer same (the “Improvements”);
(iii) the benefits of all easements and all other rights or any nature whatsoever, if any, appurtenant to the Real Property or
Improvements or both, and all easements, rights of way or uses, licenses, privileges, franchises, servitudes, tenements, leases,
and hereditaments, if any, serving, belonging to or benefiting the Real Property or the Improvements but only to the extent Seller
has the right to transfer same (the “Easements”); (iv) all rights and appurtenances pertaining to the foregoing,
including, if any, without limitation, any development rights, air rights, density rights, drainage rights, and any right, title
and interest of Seller in, or appurtenant to the Real Property and Improvements in any adjacent streets, alleys or sidewalks including
without limitation, to the extent Seller has any such rights or interests and has the right to transfer same: (a) the benefit
of all easements and other rights of any nature whatsoever, if any, appurtenant to the Real Property or the Improvements, or both,
which shall include, if applicable, the right and benefit of all rights-of-way, strips and gores of land, highways, streets, avenues,
alleys, passages, utility mains, service laterals, hydrants, valves, drainage rights, sanitary sewer and potable water rights,
stormwater drainage rights, rights of ingress and egress to the Real Property and any improvements in all adjoining property of
Seller located on any of such property interests, (b) water rights and powers, oil, gas, mineral and riparian and littoral rights,
whether now existing or hereafter arising with respect to the Real Property, (c) all soil, flowers, shrubs, trees, timber, compacted
soil, submerged lands, fill, landscaping, and other embellishments on or appurtenant to the Real Property, and (d) all reversion
or reversions, of any of the foregoing (the “Appurtenances”); (v) all of Seller’s right, title and interest,
if any, in and to: all rights and interests appurtenant to the Real Property and Improvements arising out of or related to any
property owner’s associations, declaration, reciprocal easement agreement, or other encumbrance affecting title to the Real
Property in connection with a common development scheme with other lands, and other fixtures, equipment, general intangibles,
goods, inventory, merchandise, raw materials, parts, supplies, work-in-process, finished products, all personal property of every
kind and nature whatsoever (whether tangible or intangible), gas and electric fixtures, heating, ventilating and air conditioning
fixtures, carpeting and other floor coverings, furniture, furnishings, water heaters, appliances, window screens, awnings, storm
sashes, all building and other permits, surveys, architectural and engineer plans and specifications, certifications, studies,
and work product prepared relating to design or construction of any improvements, licenses, equipment, construction contracts,
permits, accounts receivable from Tenant, and all other intangible property relating to, used in connection with the operation
or maintenance the Real Property, if any, all to the extent owned by Seller and transferable to Purchaser (collectively, the “Personal
and Intangible Property”), (v) in that certain Lease Agreement dated June 15, 2015 by and between Seller and Alternatives
in Treatment, LLC, a Florida limited liability company (“Tenant”), as amended by a certain First Amendment
to Lease Agreement dated June 23, 2016 and as guaranteed by a certain Guaranty dated June 15, 2015 in favor of Seller (collectively,
the “Lease”; the Real Property, Improvements, Easements, Appurtenances, the Personal and Intangible Property,
and the Lease, are sometimes collectively referred to herein as the “Property”); and Purchaser hereby agrees
to purchase the Property from Seller upon the terms and conditions set forth herein. For the avoidance of doubt, Seller shall
have no obligation to convey any Real Property, Improvements, Easements, Appurtenances, or Personal and Intangible Property unless
the same is owned by Seller and is capable of being transferred to Purchaser.



    	 	 	 



     


    




B.                
Earned Payments; Closing Deposits.


1.       Initial
Earned Payment. On the Effective Date, Purchaser shall deliver Three Hundred Fifty Thousand and No/100 Dollars ($350,000.00)
(“Initial Earned Payment”) to Seller.


2.       November
Earned Payment. On or prior to November 6, 2017 (the “November Deadline”) Purchaser shall deliver Three
Hundred Fifty Thousand and No/100 Dollars ($350,000.000) (“November Earned Payment”) to Seller.


3.       December
Earned Payment. On or prior to December 1, 2017 (the “December Deadline”) Purchaser shall deliver Two Hundred
Fifty Thousand and No/100 Dollars ($250,000.000) (“December Earned Payment”) to Seller.


4.       January
Earned Payment; Closing Deposit. On or prior to January 1, 2018 (the “January Deadline”) Purchaser shall
deliver Six Hundred Thirty Thousand and No/100 Dollars ($630,000.00) to Seller of which Five Hundred Thousand and No/100 Dollars
($500,000.00) is referred to as the “January Closing Deposit” and One Hundred Thirty Thousand and No/100 Dollars
($130,000.00) is referred to as the “January Earned Payment”.


5.       February
Earned Payment; Closing Deposit. On or prior to February 1, 2018 (the “February Deadline”) Purchaser shall
deliver Six Hundred Thirty Thousand and No/100 Dollars ($630,000.00) to Seller of which Five Hundred Thousand and No/100 Dollars
($500,000.00) is referred to as the “February Closing Deposit” and One Hundred Thirty Thousand and No/100 Dollars
($130,000.00) is referred to as the “February Earned Payment”.


Any
amounts delivered to Seller as Initial Earned Payment, November Earned Payment, December Earned Payment, January Earned Payment
and/or February Earned Payment are referred to, collectively, as the “Earned Payments”. The January Closing
Deposit and February Closing Deposit are hereinafter referred to together as the “Closing Deposits”. Notwithstanding
the Access Period (defined below), simultaneously with the delivery of each of the Initial Earned Payment, November Earned Payment,
December Earned Payment, January Earned Payment and/or February Earned Payment, such funds shall be deemed fully earned by Seller
and shall be automatically non-refundable to Purchaser, and shall be the sole property of Seller. Simultaneously with the delivery
of each of the January Closing Deposit and February Closing Deposit, as applicable, the January Closing Deposit and February Closing
Deposit, as applicable, shall be automatically non-refundable, except in accordance with the express terms of this Agreement.
The balance of the Purchase Price net of the Earned Payments and Closing Deposits actually paid are due at Closing in cash. All
payments under this Agreement are to be made by immediately available funds by federal wire transfer in U.S. Dollars.


C.       Failure
to Fund. Notwithstanding anything in this Agreement to the contrary, for clarification, in the event Purchaser fails, for
any reason, to deliver (i) the Initial Earned Payment on the Effective Date, (ii) the November Earned Payment prior to the expiration
of the November Deadline, (iii) the December Earned Payment prior to the expiration of the December Deadline, (iv) the January
Earned Payment and January Closing Deposit prior to the expiration of the January Deadline, or (iv) the February Earned Payment
and February Closing Deposit prior to the February Deadline, then, in any of the foregoing events, such failure shall be deemed
an immediate and incurable Purchaser default and shall entitle Seller to exercise any or all of the remedies available under Section
X.A. below.


D.       Purchaser
Acknowledgement. Purchaser acknowledges that prior to the Effective Date Purchaser has had adequate opportunity to make an
inspection of the Property (including an inspection for zoning, land use, environmental and other laws, regulations and restrictions)
as Purchaser has, in Purchaser’s discretion, deemed necessary or advisable to determine the physical, environmental and
land use characteristics of the Property (including, without limitation, its subsurface) and its suitability for Purchaser’s
intended use.



    	 		 



     


    




II.                
DUE DILIGENCE AND TITLE COMMITMENT. Upon execution of this Agreement, Purchaser
and/or Seller, as the case may be, agree to perform the following:


A.               
Title Commitment.


1.                 
Order of Title Commitment. On or before fifteen (15) Business Days from the Effective Date, Seller shall at Seller’s
expense, obtain a written commitment agreeing to issue to Purchaser, upon recording of the Deed (hereinafter defined) a 2006 ALTA
owner’s title policy issued by McDonald Hopkins LLC as title agent for First American Title Company (the “Title
Company”) covering title to the Real Property. Said commitment shall be accompanied by a copy of all documents recorded
against and affecting the Real Property listed therein (the “Title Commitment”).


2.                 
Permitted Exceptions; Defects in Title. The conveyance of the Property and the Deed (as defined below) shall be subject
to the following:


(a)       The
lien for real property taxes and any special assessments for 2018 calendar year;


(b)       Liens,
exceptions or restrictions or other matters caused or created by Purchaser, its affiliates, agents, employees or contractors;


(c)       Any
state of facts shown on that certain ALTA/ACSM Land Title Survey of the Real Property prepared by Craig L. Wallace Surveying Corp.
as Job # 08-1214.1 dated August 10, 2013 (with last field work May 29, 2015) (“Seller’s Existing Survey”)
(which Purchaser acknowledges receiving and approving) or which would be shown on a different or more current survey;


(d)       Any
state of facts which a personal inspection of the Property made at the time of Closing would disclose;


(e)       Laws,
regulations, ordinances, building restrictions (including, without limitation, zoning regulations);


(f)       The
Lease and rights or claims of Tenant and those claiming by, through, or under Tenant;


(g)       A
certain Access Agreement by and between Seller and Comcast Cable Communications Management, LLC dated February 15, 2016 which
Purchaser acknowledges receiving and approving (the “Comcast Agreement”);


(h)       All
matters identified in that certain Owners Policy of Title Insurance Issued by Chicago Title Insurance Company dated June 16, 2015
as Policy Number 5869-4-5136426 (41937.0001)-2015.7230609-93631126 and all underlying title documents thereto (“Seller’s
Existing Title”), copies of which Purchaser has received and approved;


(i)       All
matters not constituting Objectionable Exceptions (as defined below); and


(j)       Objectionable
Exceptions which are waived or deemed waived by Purchaser (or cured by Seller) pursuant to the penultimate paragraph of this Section
II.A.2.


The
exceptions set forth in Paragraphs II.A.2(a)-(j) above are individually referred to as a “Permitted Exception”,
and collectively referred to as the “Permitted Exceptions”.



    	 		 



     


    




Only
the following matters may be objected to by Purchaser: (i) easements of record that materially and adversely encroach upon any
existing Improvement to the extent the Title Company is unwilling to endorse over same and the same is not identified in the Seller’s
Existing Title or Seller’s Existing Survey; or (ii) any monetary liens, financing statements, or mortgages to the extent
not entered into by Tenant or caused by, through or under Tenant (the “Objectionable Exceptions”). As of the
Effective Date, Seller represents it has not received any written notice of any monetary liens filed or intended to be filed for
work on the Property (excluding notices of commencement of work in connection with Tenant’s work at the Property). If title
to the Property pursuant to the Title Commitment is subject to any Objectionable Exceptions, Purchaser shall, within six (6) days
from its receipt of the Title Commitment, give Seller written notice of such Objectionable Exceptions to title to the Property
(“Valid Title Objections”). If Purchaser does not provide timely notice of Valid Title Objections, Purchaser’s
rights to object shall be deemed waived and all matters that constitute Objectionable Exceptions (aside from Seller’s Financing
(as defined below)) shall be deemed Permitted Exceptions. Seller may, at its option, undertake to eliminate any matters set forth
as Valid Title Objections. Seller shall have thirty (30) days from the receipt of Purchaser’s title objections in which
to cure any Valid Title Objections, and the Closing shall be extended to the extent necessary to permit Seller to cure such Valid
Title Objections. In the event Seller is unable or unwilling to satisfy said defects within the time permitted, Purchaser, at
its option may not later than two (2) days after the expiration of such thirty (30) day period elect to (i) terminate its obligation
to purchase whereupon any Closing Deposits funded by Purchaser previously shall be returned to Purchaser and this Agreement shall
be of no further force or effect, except for the specific provisions that survive, or (ii) waive its Valid Title Objections and
accept title to the Property with the Objectionable Exceptions identified in the Valid Title Objections without reduction of the
Purchase Price.


Notwithstanding
anything to the contrary in this Agreement, exceptions 15, 16, 17 and 18 of Schedule B of the Seller’s Existing Title (“Seller’s
Financing”) and any other documents evidencing or securing borrowings of money by Seller recorded after the issuance
of Seller’s Existing Title, if any, shall not constitute Permitted Exceptions (need not be objected to by Purchaser) and
shall be required to be paid off and removed by Seller by reduction of the “net proceeds due Seller” at Closing. For
the avoidance of doubt, only the portion of exception 15 related to the Subordination, Non-Disturbance and Attornment Agreement
shall be considered Seller’s Financing (as Purchaser is taking the Property subject to the Lease and rights of Tenant).


B.                
Access; Seller Information; Automatic Termination.


1.                 
Access Period. Subject to the rights of Tenant, the terms of the Lease, and the terms of this Section II.B.1., Purchaser,
its members, managers, officers, employees, agents, prospective lenders, attorneys, accountants, architects and engineers (collectively,
“Purchaser Parties”) shall be permitted to enter upon the Property, at times set forth in Section II.B.2.
below, during the period of time commencing on the Effective Date and expiring at 5:00 p.m. (Palm Beach Local Time), on the
date that is sixty (60) days after the Effective Date (the “Access Period”), for purposes of performing additional
Due Diligence (as hereinafter defined) with respect to the Property. For purposes of this Agreement, “Due Diligence”
shall mean the conduct, undertaking and execution of examinations, inspections, investigations, surveys, inventories, reviews,
audits and similar investigations with respect to the Property as Purchaser deems necessary or desirable. The Due Diligence shall
be subject to the terms, conditions and limitations set forth below, and Purchaser’s conduct thereof shall be in strict
compliance with its covenants and agreements contained herein.


2.                 
Access; Insurance. Seller hereby grants to Purchaser Parties such access, at times mutually acceptable to Seller and Purchaser
Parties (but subject to the rights of Tenant and the terms of the Lease), to the Property accompanied by Seller or an agent during
the Access Period to conduct, at Purchaser’s expense, Due Diligence at the Property. Purchaser Parties shall not undertake
any invasive testing without first obtaining Seller’s prior written consent thereto, which consent shall not be unreasonably
withheld. Prior to any such entry by any Purchaser Parties, Purchaser shall deliver to Seller a certificate or other proof that
such party has comprehensive and general liability insurance including premises liability, completed operations, product liability
and contingent liability for negligence which, in any event, is sufficient to cover such Purchaser Parties obligations of indemnity
specified in Section II.B.7. below (and the other Seller Indemnified Parties (as hereinafter defined)) hereunder, all of
which shall be primary as to any valid and collectible insurance available to Seller (or such other Seller Indemnified Parties)).
Purchaser shall also require all consultants, contractors and sub-contractors engaged by Purchaser or other Purchaser Parties
to obtain and maintain insurance of the same types and amounts as the insurance coverages set forth hereinabove. At Seller’s
request, Purchaser will promptly furnish to Seller copies of any reports or other written materials received by any Purchaser
Parties relating to any Due Diligence performed at the Property.



    	 		 



     


    




3.                 
Seller Deliveries. Purchaser acknowledges that Seller has previously delivered Seller’s Existing Title, Seller’s
Existing Survey, the Comcast Agreement and the Lease (collectively, the “Seller Information”). Any reliance
upon the Seller Information shall be at Purchaser’s sole risk. Seller does not warrant the accuracy of any of the information
contained therein; but does represent that the Lease is a full, correct and complete copy thereof in all material respects and
that the amount of the Construction Allowance (as defined in the Lease) funded to Tenant by Seller prior to the Effective Date
is $1,587,206.11 according to the books and records of Seller ordinarily maintained in the course of its business. To the best
of Seller’s knowledge, no additional Construction Allowance requests were delivered by Tenant prior to June 15, 2017. Purchaser
acknowledges that Seller may not have an original version of the Lease. Purchaser acknowledges that prior to Closing Purchaser
has or will have had adequate opportunity to make an inspection of the Property (including an inspection for zoning, land use,
environmental and other laws, regulations and restrictions) as Purchaser has, in Purchaser’s discretion, deemed necessary
or advisable to determine the physical, environmental and land use characteristics of the Property (including, without limitation,
its subsurface) and its suitability for Purchaser’s intended use.


4.                 
Termination Notice; Waiver. Purchaser shall have the right, on or before the expiration of the Access Period to give written
notice to Seller terminating this Agreement for any reason or no reason whatsoever. In the event that Purchaser properly delivers
any such written notice terminating this Agreement to Seller prior to the expiration of the Access Period, the Initial Earned
Payment, November Earned Payment, and December Earned Payment actually paid by Purchaser shall be retained by Seller but shall
be applied first against Tenant’s monthly rental arrearages and real estate tax payment arrearages under the Lease accruing
from August 1, 2017 through the day the Agreement is terminated, then to Tenant’s other arrearages under the Lease in any
order and priority determined by Seller in its sole and absolute discretion, this Agreement shall terminate (except for the terms
and provisions hereof which are expressly intended to survive any such termination), and the parties shall have no further obligation
to proceed to Closing. Seller and Purchaser hereby mutually acknowledge and agree that the Earned Payments due and payable prior
to the expiration of the Access Period represent adequate bargained for consideration for Seller’s execution and delivery
of this Agreement, the right of Purchaser to purchase the Property, and the right of Purchaser to inspect the Property and conduct
the feasibility and other investigations as permitted by the terms of this Agreement. In the event Purchaser terminates this Agreement
prior to the expiration of the Access Period as permitted by the terms of this Agreement, such Earned Payments are non-refundable
and shall be retained by Seller as independent consideration. In the event Purchaser fails, for any reason, to properly deliver
the aforesaid written notice terminating this Agreement to Seller prior to the expiration of the Access Period, Purchaser shall
be conclusively deemed to have waived its right to terminate this Agreement pursuant to the terms and provisions of this Section
II.B.4., this Agreement shall remain in full force and effect, and the parties shall proceed to Closing in accordance with,
and subject to, the terms and provisions hereof.


5.       Purchaser
Liens and Encumbrances. Nothing contained in this Agreement shall empower Purchaser or any other Purchaser Parties to do any
act which can, shall or may encumber the Property or the title of Seller therein or to suffer or permit any lien of mechanics
or materialmen or others to be placed against the Property or any part thereof with respect to work or services claimed to have
been performed for or materials claimed to have been furnished to Purchaser, any other Purchaser Parties, their respective employees,
agents, consultants or representatives or the Property or any part thereof. In the event such encumbrance, lien or claim of lien
is not immediately released, within fifteen (15) days after notice from Seller, Seller, at its sole option and in addition to
any of its other rights and remedies, may take any and all action necessary to release and remove such lien or claim of lien (it
being agreed by Purchaser that Seller shall have no duty to investigate the validity thereof), and Purchaser shall promptly upon
notice thereof reimburse Seller for all sums, costs and expenses, including court costs and reasonable attorneys’ fees and
expenses, incurred by Seller in connection with such encumbrance, lien or claim of lien.



    	 		 



     


    




6.       Return
and Destruction of Due Diligence. In the event this Agreement is terminated for any reason prior to Closing, Purchaser shall
promptly: (i) return to Seller all materials (and all copies thereof) related to the Due Diligence or Seller Information furnished
to Purchaser or Purchaser Parties by Seller or its agents or representatives, and confirm destruction of such Due Diligence if
transmitted electronically; (ii) deliver to Seller all copies and versions of any surveys, third party reports, or test results
performed by or on behalf of Purchaser or Purchaser Parties; and (iii) destroy all other materials obtained or created by Purchaser
or Purchaser Parties during the course of the Due Diligence with respect to the Property (including, without limitation, its notes
and informal analyses).


7.       Indemnity.
Purchaser agrees to protect, indemnify, defend (with counsel acceptable to Seller) and hold Seller, its managers, members, parents,
subsidiaries and affiliates, and their respective officers, directors, members, shareholders, employees, agents, successors and
assigns (collectively, the “Seller Indemnified Parties”) harmless from and against any claim for liabilities,
losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries suffered or incurred by any of the Seller
Indemnified Parties arising out of, resulting from, relating to or connected with: (i) any Due Diligence performed at the Property
by Purchaser or any other Purchaser Parties; (ii) any breach or violation of a representation, warranty or covenant of this Agreement
on the part of Purchaser; and/or (iii) the negligence or willful misconduct of, or other acts or omissions of, Purchaser, any
other Purchaser Parties or their respective agents, employees, consultants, representatives or contractors at the Property.


8.       Survival.
The terms, provisions and indemnities contained in this Section II shall survive the Closing or termination of this Agreement.


III.             
CLOSING.


A.               
Date and Location. Closing (the “Closing”) shall be consummated by mail and all deliveries shall be
directed to McDonald Hopkins LLC (the “Escrow Agent”). The Closing shall occur on February 28, 2018 (the “Closing
Date”) or such earlier time as may be mutually agreed by Purchaser and Seller. If the Closing Date occurs on or before
January 31, 2018, the Purchase Price shall be reduced by One Hundred Thirty Thousand and NO/100 Dollars ($130,000.00). Seller
and Purchaser acknowledge and agree that Escrow Agent represents Seller in connection with the transaction contemplated by this
Agreement, and in the event any disagreement shall arise as a result of this Agreement or the transaction contemplated hereby,
the Escrow Agent shall not be disqualified from representing Seller by virtue of its serving as Escrow Agent pursuant to this
Agreement.


B.                
Conveyance; Conditions to Closing. Seller has the legal authority to and shall convey fee simple title to the Property
to Purchaser subject to the Permitted Exceptions by a special warranty deed in the form attached hereto as Exhibit B (the
“Deed”) and incorporated herein, and shall be delivered at Closing upon Seller’s Escrow Agent’s
receipt of the Purchase Price and Purchaser’s compliance with all of the terms and provisions of this Agreement.


As
a condition to Purchaser’s obligation to close, (i) the Title Company shall commit to deliver to Purchaser an ALTA 2006
owner’s policy of title insurance issued by the Title Company in the amount of the Purchase Price insuring Purchaser as
the owner of fee simple title to the Property, subject to the Permitted Exceptions; (ii) as of Closing, there shall be no parties
in possession of the Property other than Tenant or third parties associated with Tenant (which may include, without limitation,
invitees, contractors creditors, receivers, bankruptcy parties/trustees and other parties in possession by, through or under Tenant);
and (iii) Seller has delivered the documents and items specified in Section III.C. below.


As
conditions precedent to Seller’s obligation to close: (i) Purchaser shall have performed in all material respects all of
its covenants in this Agreement, there shall be no breach of any representations and warranties made by Purchaser herein, and
such representations, warranties or covenants shall have remained true and correct in all material respects prior to Closing;
and (ii) Purchaser has delivered to the Escrow Agent the Purchase Price and the documents and items specified in Section III.D.
below.


C.                
Delivery by Seller. At the Closing, Seller shall deliver to Purchaser or deposit or cause to be deposited with the Escrow
Agent the following documents:



    	 		 



     


    




1.                 
A duly executed and acknowledged Deed;


 


2.                 
A duly executed Assignment of Lease in the form attached hereto as Exhibit C and incorporated herein;


3.                 
A duly executed Assignment of all licenses, permits, construction contracts, and agreements, if any, in a commercially reasonable
form proposed by Seller;


4.                 
A duly executed Quit Claim Bill of Sale in the form attached hereto as Exhibit D and incorporated herein;


5.                 
Internal Revenue Code reporting requirements or disclosures;


6.                 
FIRPTA Affidavit;


7.                 
Intentionally Omitted.


8.                 
An affidavit stating that all construction work contracted for by Seller has been paid;


9.                 
State, County and municipal conveyance fee declarations, if applicable;


10.             
Closing Statement (as hereafter defined);


11.             
A notice to Tenant under the Lease stating that Purchaser has assumed all obligations of the landlord under such Leases and that
all tenant deposits in the possession of Seller, if any, have been delivered to the Purchaser. Such notice to tenants shall be
sent by Purchaser to Tenant under Lease within three (3) days of Closing.


12.             
All other documents, including such documents required by the Title Company, which are customary and necessary to close this transaction
in accordance with this Agreement, provided, that Seller shall have no obligation to execute any affidavits or indemnities
in connection with the issuance of Purchaser’s title insurance policy.


D.               
Delivery by Purchaser. At the Closing, Purchaser shall deliver to Seller or deposit or cause to be deposited with the Escrow
Agent the following funds and documents:


1.                 
The balance of the Purchase Price (plus or minus any prorations, costs and adjustments) by federal wire transfer and which comply
with the Title Company’s requirements for completion of the Closing on the Closing Date;


2.                 
Purchaser’s duly executed counterpart of the Assignment of Lease;


3.                 
Evidence of Purchaser’s capacity and authority for the closing of this transaction;


4.                 
Duplicate signed State, County and municipal conveyance fee declarations, if applicable;


5.                 
Duplicate signed Closing Statement; and


6.                 
All other documents, including such documents required by the Title Company, which are customary and necessary to close this transaction
in accordance with the Agreement.



    	 		 



     


    




E.                
The Closing may be conducted as a “mail away” Closing with the items to be delivered by Seller and Purchaser under
this Agreement being delivered to the Closing Agent on or before the Closing Date.


F.                 
A closing/settlement statement, in the form customarily used in Palm Beach, Florida shall be prepared by Escrow Agent and executed
by the parties hereto at Closing, which closing statement shall evidence the monetary terms of the transaction (the “Closing
Statement”).


G.               
Closing Prorations/Costs/Payments. Attorneys' fees, consulting fees, and other Due Diligence expenses shall be borne by
the party incurring such expense. Unless expressly set forth below to the contrary, all prorations provided in this Section
III.G., shall be paid by Purchaser to Seller (if the prorations result in a net credit to the Seller) or by Seller to Purchaser
(if the prorations result in a net credit to the Purchaser) by increasing or reducing the cash balance to be paid by Purchaser
at the Closing. A copy of the schedule of prorations as agreed upon by Purchaser and Seller shall be delivered to Escrow Agent
no later than one (1) Business Day prior to the Closing. All prorations shall be final unless expressly stated otherwise herein.
The costs, taxes and expenses of consummating the transaction contemplated in this Agreement shall be paid and prorated as follows:


1.                 
Certain Purchaser Costs. Purchaser shall pay for (a) the cost of any title endorsements requested by Purchaser or Purchaser’s
lender at the promulgated rate, (b) the costs of recording the Deed and any instrument or title insurance related to Purchaser’s
financing, if any, which shall be issued at the simultaneous minimum promulgated rate; (c) Purchaser shall obtain and pay for
any new survey or update(s) and/or revisions to Seller’s Existing Survey that may be required by the Title Company, Purchaser
or Purchaser’s mortgage lender; and (d) any and all other costs, taxes and expenses related to Purchaser’s financing,
if any.


2.                 
Certain Seller Costs. Seller shall pay for (a) the cost of the Title Commitment and the title insurance premium in connection
therewith (but not any title endorsements, or the costs of any lenders policy in connection with Purchaser’s financing);
(b) the escrow and Closing fees charged by the Title Company (only to the extent not related to Purchaser’s financing);
(c) the cost of documentary stamp taxes or transfer taxes incurred in connection with the Deed, and (d) the recording costs of
any documents necessary to cure Valid Title Objections.


3.                 
General. Rentals, revenues, and other income, if any, from the Property, and real property taxes and operating expenses,
if any, affecting the Property shall not be prorated. “Rentals” as used herein includes fixed rentals, additional
rentals and other sums and charges payable by tenants under Lease for the Real Property.


4.                 
Taxes and Assessments. Real estate taxes and installments of assessments (collectively, the “Taxes”)
are Tenant’s responsibility under the Lease. In the event Purchaser fully funds the Earned Payments, Seller shall be responsible
to pay all Taxes affecting the Property which are imposed or accrue during the 2017 calendar year directly to the taxing body.
Purchaser shall be responsible for the payment of all Taxes affecting the Property which are imposed or accrue against the Property
for the 2018 calendar year and after. The manner in which Taxes are addressed pursuant to this Section III.G.4. shall be
final and not subject to proration.






    	 		 



     


    

5.                 
Utilities. Utilities are the Tenant’s responsibility under the Lease and shall not be prorated. To the extent of
any unpaid utility bills at Closing, as between Seller and Purchaser, Purchaser shall be responsible.


6.                 
Tenant Deposit. Provided Purchaser fully funds the Earned Payments, Seller shall transfer or credit Seven Hundred Fifty
Thousand and No/100 Dollars ($750,000.00) (the “Security Deposit”) to Purchaser at Closing, which amount represents
the full amount of the Security Deposit under Section 51.A. of the Lease; provided, however, in the event any actions are pending
involving Tenant under Insolvency Laws (as defined below) at Closing which may, in Seller’s sole discretion interfere with
Seller’s ability to transfer or credit the Security Deposit, Seller may elect not to credit the Security Deposit, but rather,
subject to Insolvency Laws, assign all its rights to the Security Deposit to Purchaser in lieu thereof. In the event the Seller
transfers or credits the Security Deposit or assigns its rights thereto pursuant to the previous sentence Seller shall be deemed
released of all liability with respect thereto; provided, that if Seller assigns its rights to the Security Deposit pursuant to
the previous sentence, Seller shall not be relieved of the obligation to cooperate with Purchaser to finalize the transfer of
Seller’s rights subject to Insolvency Laws.





IV.             
POSSESSION OF THE PROPERTY. Subject to the terms and provisions of this
Agreement, Seller shall deliver possession to the Property, excluding the Lease and possession by Tenant or third parties associated
with Tenant (which may include, without limitation, invitees, contractors creditors, receivers, bankruptcy parties/trustees and
other parties in possession by, through or under Tenant), to Purchaser at Closing. The acceptance by Purchaser of the delivery
of the Deed at the Closing shall be deemed to be full performance and discharge of every agreement and obligation (either express
or implied) on the part of Seller to be performed pursuant to this Agreement and no representation, warranty or agreement, express
or implied, of Seller shall survive the Closing except those which are set forth in the Deed or are herein specifically stated
to survive the Closing.


V.               
CASUALTY. In the event that damage or destruction of the Property or any
part thereof caused by fire or other casualty exceeds fifteen percent (15%) of the Purchase Price (a “Material Portion”)
to repair or replace, Purchaser shall elect in writing to be exercised ten (10) days after receipt of notice of such destruction
or damage, at its option, one of the following:


A.               
To terminate this Agreement, in which event Seller shall retain the Earned Payments and shall return the Closing Deposits (if
any) and each party shall be released from all obligations hereunder (except those which are herein specifically stated to survive
the Closing or termination); or


B.                
To proceed with Closing in accordance with the terms of this Agreement (and subject to any rights Seller may have to terminate
the Agreement prior to Closing) and Seller shall assign all insurance proceeds, insurance policies, and claims to Purchaser at
Closing, with any cost of assignment split equally between Purchaser and Seller. Seller represents to Purchaser that it will during
the pendency of this Agreement maintain valid property insurance in place against loss or damage to the structure of the buildings
constituting Improvements by such perils as are included in a standard “all risk” or “special form” property
owner insurance policy.


If
Purchaser does not timely notify Seller in writing of its election to terminate this Agreement, Purchaser shall be deemed to have
elected not to terminate this Agreement. If less than a Material Portion of the Property is damaged or destroyed, or if a Material
Portion is damaged or destroyed and Purchaser elects or is deemed to have elected not to terminate this Agreement, the parties
shall proceed to the Closing without reduction in the Purchase Price and with the Property in “as-is” condition. Seller
shall have no obligation to make any repairs to the Property in the event of a damage or destruction. Notwithstanding the foregoing,
in the event of any damage or destruction of the Property or any part thereof caused by fire or other casualty, regardless of
the amount of damage, Seller shall assign all insurance proceeds, insurance policies, and claims to Purchaser at Closing, with
any cost of assignment split equally between Purchaser and Seller.



    	 		 



     


    




VI.             
CONDEMNATION. If all or any material portion of the Property is taken in condemnation or under the right of eminent domain
or is damaged or destroyed by a casualty after the Effective Date and before a Closing, Purchaser may, at its option, and within
ten (10) days after receipt of written notice of such damage or taking, either (i) terminate this Agreement by written notice
to Seller and receive an immediate refund of the Closing Deposits (and Seller may retain the Earned Payments), or (ii) proceed
to close the purchase and sale as provided in this Agreement. If Purchaser elects to close, Seller shall deliver to Purchaser
at the Closing any proceeds actually received by Seller attributable to the Property from any such damage or condemnation or eminent
domain proceeding, or conveyance in lieu thereof, and shall assign to Purchaser its right to receive any condemnation award not
yet paid, and there shall be no reduction in the Purchase Price.


VII.          
SELLER’S COVENANTS, REPRESENTATIONS AND WARRANTIES. Seller makes the
following representations and warranties to Purchaser: Seller is duly organized and legally existing, and in good standing in
the State of Delaware. The execution and delivery by Seller of, and Seller’s performance under, this Agreement are within
Seller’s powers and have been duly authorized by all requisite action and do not conflict with or result in any breach of
or default under any agreement governing Seller. This Agreement constitutes the legal, valid and binding obligation of Seller
enforceable in accordance with its terms, subject to laws applicable generally to creditors’ rights. Seller has not received
service of process stating that it is a party to any litigation with respect to its ownership of the Property (the “Service
Rep”). None of the representations of Seller in this Agreement contain any untrue statement of a material fact or fail
to state a material fact necessary in order to make any representation contained herein not misleading in light of the circumstances
in which such representation is made. The representations set forth in this Section VII. are true and correct as of the
date of this Agreement and as of Closing (aside from the Service Rep which is only made as of the Effective Date, and not the
day of Closing).





VIII.       
PURCHASER’S COVENANTS, REPRESENTATIONS AND WARRANTIES.  Purchaser
makes the following representations and warranties to Seller: Purchaser is a Florida limited liability company, duly organized,
and in good standing under the laws of the State of Florida. This Agreement constitutes the legal, valid, and binding obligation
of Purchaser enforceable in accordance with its terms, Purchaser has full power and authority to enter into and perform the terms
and conditions of this Agreement, Purchaser has obtained all necessary approvals and consents to the purchase of the Property
as contemplated by this Agreement, and the person executing this Agreement for Purchaser is fully and duly empowered and authorized
so to act. The compliance with or fulfillment of the terms and conditions of this Agreement will not conflict with, violate, or
result in a breach of the terms, conditions, or provisions of, or constitute a default under, any of Purchaser’s organizational
documents or any contract or agreement to which Purchaser is a party or by which Purchaser is otherwise bound. There are no pending
or, to the knowledge of Purchaser, threatened actions or proceedings against Purchaser that, if determined adversely to Purchaser,
would materially adversely affect Purchaser’s ability to perform its obligations under this Agreement or that would enjoin
or prevent the consummation of the Closing. None of the representations of Purchaser in this Agreement contain any untrue statement
of a material fact or fail to state a material fact necessary in order to make any representation contained herein not misleading
in light of the circumstances in which such representation is made. The representations set forth in this Section VIII.
are true and correct as of the date of this Agreement and shall survive the Closing.



    	 		 



     


    




IX.             
NO REPRESENTATIONS OR WARRANTIES.


A.       “As-Is”;
Indemnification. IT IS UNDERSTOOD AND AGREED THAT THE PROPERTY IS BEING SOLD AND CONVEYED HEREUNDER “AS IS, WHERE IS”
AND WITH ANY AND ALL FAULTS AND LATENT AND PATENT DEFECTS WITHOUT ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY BY SELLER.
SELLER HAS NOT MADE AND DOES NOT MAKE AND HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER
WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE LEASE, THE PROPERTY, ITS CONDITION (INCLUDING WITHOUT LIMITATION, ANY REPRESENTATION
OR WARRANTY REGARDING QUALITY OF CONSTRUCTION, STATE OF REPAIR, WORKMANSHIP, MERCHANTABILITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE), ITS COMPLIANCE WITH ENVIRONMENTAL LAWS OR OTHER LAWS, ITS ENVIRONMENTAL CONDITION, AVAILABILITY OF ACCESS, INGRESS OR
EGRESS, INCOME TO BE DERIVED THEREFROM OR EXPENSES TO BE INCURRED WITH RESPECT THERETO, THE OBLIGATIONS, RESPONSIBILITIES OR LIABILITIES
OF THE OWNER THEREOF, OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY, AND SELLER HEREBY DISCLAIMS AND RENOUNCES
ANY OTHER REPRESENTATION OR WARRANTY. PURCHASER ACKNOWLEDGES AND AGREES THAT PURCHASER IS ENTERING INTO THIS AGREEMENT WITHOUT
RELYING UPON ANY SUCH REPRESENTATION, WARRANTY, STATEMENT OR OTHER ASSERTION, ORAL OR WRITTEN, MADE BY SELLER OR ANY REPRESENTATIVE
OF SELLER OR ANY OTHER PERSON ACTING OR PURPORTING TO ACT FOR OR ON BEHALF OF SELLER WITH RESPECT TO THE PROPERTY, BUT RATHER
IS RELYING UPON ITS OWN EXAMINATION AND INSPECTION OF THE PROPERTY AND THE LEASE. PURCHASER REPRESENTS THAT IT IS A KNOWLEDGEABLE
PURCHASER OF REAL ESTATE AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF ITS CONSULTANTS IN PURCHASING THE PROPERTY.
WITHOUT LIMITING THE GENERALITY OF THE DISCLAIMERS, AGREEMENTS AND ACKNOWLEDGMENTS CONTAINED HEREIN, PURCHASER FURTHER ACKNOWLEDGES
THAT SELLER HAS NOT MADE AND DOES NOT MAKE ANY WARRANTIES REGARDING (A) THE TRUTH OR ACCURACY OF ANY ENVIRONMENTAL SITE ASSESSMENT;
OR (B) THE QUALIFICATIONS OR EXPERTISE OF THE RESPECTIVE PARTIES CONDUCTING ANY ENVIRONMENTAL SITE ASSESSMENT. UPON THE CLOSING
AND THE PURCHASE OF THE PROPERTY, PURCHASER AGREES THAT PURCHASER SHALL BE SOLELY RESPONSIBLE FOR COMPLYING WITH, AND AGREES TO
WAIVE, RELEASE, INDEMNIFY AND HOLD SELLER AND SELLER INDEMNIFIED PARTIES HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, LIABILITIES
AND OBLIGATIONS OF WHATSOEVER KIND OR NATURE, DIRECT OR INDIRECT, AND WHETHER CONTINGENT, CONDITIONAL OR OTHERWISE, THAT ARE KNOWN
OR UNKNOWN, ARISING UNDER, PURSUANT TO, FROM OR BY REASON OF OR IN CONNECTION WITH ANY AND ALL FEDERAL, STATE AND LOCAL LAWS,
STATUTES, ORDINANCES, RULES, REGULATIONS, PERMITS OR STANDARDS, INCLUDING, BUT NOT LIMITED TO, THOSE RELATING TO ENVIRONMENTAL
PROTECTION; HAZARDOUS OR SOLID WASTES OR HAZARDOUS SUBSTANCES (INCLUDING, BUT NOT LIMITED TO, PETROLEUM, PETROLEUM PRODUCTS AND
PETROLEUM WASTES; ASBESTOS CONTAINING MATERIALS AND WASTES; POLYCHLORINATED BIPHENYL WASTES, PETROLEUM PRODUCTS, CONSTITUENTS
AND DERIVATIVES; ASBESTOS; POLYCHLORINATED BIPHENYLS; ORGANIC SOLVENTS; AND METALS) OR ANY SUBSTANCES NOW OR IN THE FUTURE SUBJECT
TO REGULATION AT, ON OR ABOUT THE PROPERTY. THE INDEMNIFICATION AND HOLD HARMLESS OF SELLER INDEMNIFIED PARTIES BY PURCHASER SET
FORTH HEREIN IS INTENDED AND DOES INCLUDE ANY CLAIM OR DAMAGE WHICH IS BASED IN WHOLE OR IN PART ON THE NEGLIGENCE OR ALLEGED
NEGLIGENCE OF SELLER OR SELLER’S AGENTS AND/OR EMPLOYEES. THE TERMS AND CONDITIONS OF THIS SECTION SHALL EXPRESSLY SURVIVE
THE CLOSING, SHALL NOT MERGE WITH THE PROVISIONS OF ANY CLOSING DOCUMENT AND SHALL BE INCORPORATED INTO THE DEED TO BE DELIVERED
BY SELLER AT CLOSING. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THE PROVISIONS OF THIS SECTION WERE A MATERIAL FACTOR IN
THE DETERMINATION OF THE PURCHASE PRICE FOR THE PROPERTY.



    	 		 



     


    




B.       Special
Lease Acknowledgment. Purchaser acknowledges that the Tenant may be in default of one or multiple Lease provisions and Purchaser
is entering into this Agreement with full knowledge that the Tenant may not be in good standing under the Lease.


 


X.               
DEFAULT/REMEDIES.


A.               
Default by Purchaser. If Purchaser shall default in any of its obligations under this Agreement (including, without limitation,
a failure to fund described in Section I.C.) Seller’s sole remedy at law or equity shall be the right to terminate
this Agreement with notice to Purchaser and retain the Earned Payments and Closing Deposits to recompense Seller for time spent,
labor and services performed, and the loss of its bargain, as Seller’s liquidated damages. THE PARTIES AGREE THAT IT WOULD
BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF PURCHASER’S FAILURE
TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE
OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER
WILL INCUR AS A RESULT OF SUCH FAILURE; PROVIDED, HOWEVER, THAT THIS SECTION X.A. SHALL NOT APPLY TO OR LIMIT
PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER INDEMNIFIED PARTIES UNDER SECTIONS II.B.7. OR XIII.O., OR ELSEWHERE IN THIS
AGREEMENT, OR PURCHASER'S INDEMNITY OBLIGATIONS UNDER THE ASSIGNMENT OF LEASE OR OTHER DOCUMENTATION TO BE DELIVERED AT CLOSING.
THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED
TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AND SHALL CONSTITUTE SELLER’S SOLE AND EXCLUSIVE REMEDY FOR THE BREACH OF THIS
AGREEMENT (OTHER THAN PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER INDEMNIFIED PARTIES UNDER SECTIONS II.B.7. OR XIII.O.,
OR ELSEWHERE IN THIS AGREEMENT, OR PURCHASER'S INDEMNITY OBLIGATIONS UNDER THE ASSIGNMENT OF LEASE OR OTHER DOCUMENTATION TO BE
DELIVERED AT CLOSING). Notwithstanding the foregoing, (i) in the event Purchaser fails to timely fund the Initial Earned Payment
or November Earned Payment, Seller shall have all remedies available at law or in equity, and (ii) following Seller’s termination
of this Agreement under this Section X.A., Seller agrees that the Earned Payments (but not any Closing Deposits) actually
paid by Purchaser shall be applied first against Tenant’s monthly rental arrearages and real estate tax payment arrearages
under the Lease accruing from August 1, 2017 through the day the Agreement is terminated, then to Tenant’s other arrearages
under the Lease in any order and priority determined by Seller in its sole and absolute discretion.


B.                
Default by Seller. If Seller fails to consummate Closing under this Agreement for any reason other than Purchaser’s
default or the termination of this Agreement as expressly permitted hereunder, Purchaser’s sole remedy shall be to elect
one of the following: (i) to terminate this Agreement, in which event Purchaser shall be entitled to the return of any funded
Closing Deposits (but not the Earned Payments, which may be retained by Seller, but shall be applied first against Tenant’s
monthly rental arrearages and real estate tax payment arrearages under the Lease accruing from August 1, 2017 through the day
the Agreement is terminated, then to Tenant’s other arrearages under the Lease in any order and priority determined by Seller
in its sole and absolute discretion), or (ii) to bring a suit for specific performance, provided that such suit for specific performance
is brought no later than twenty (20) days after the Closing Date, to the extent permitted by law, Purchaser waiving the right
to bring suit at any later date.


C.                
Attorney’s Fees. The foregoing notwithstanding, in any default of this Agreement by either Seller or Purchaser, the
prevailing party in any dispute shall be entitled to recover from the non-prevailing party reasonable attorney’s fees, expenses
and costs of court.


D.               
No Contesting Liquidated Damages. As material consideration to Seller’s agreement to the liquidated damages provisions
stated above, Purchaser hereby agrees to waive any and all rights whatsoever to contest the validity of the liquidated damage
provision for any reason whatsoever, including, but not limited to, that such provision was unreasonable under circumstances existing
at the time this Agreement was made.


XI.             
NOTICES. Any notices or other communications shall be deemed given if addressed
to the appropriate party as shown below and (i) hand delivered; or (ii) sent by nationally reputable overnight courier. All notices
hand delivered shall be deemed received on the date of delivery. All notices sent by overnight courier shall be deemed delivered
on day of receipt.



    	 		 



     


    




If
to Seller:


c/o
Atlas Real Estate Partners


226
5th Avenue, 2nd Floor


New
York, NY 1001


Email:
dwallace@atlasrep.com; achary@atlasrep.com;


afoster@atlasrep.com


 


With
a copy to:


Freeborn
& Peters LLP


311
S. Wacker Drive


Suite
3000


Chicago,
IL 60606


Attn:
Chad J. Richman, Esq.


Email:
crichman@freeborn.com


 


If
to Purchaser:


Delray
Andrews RE, LLC


810
Andrews Ave.


Delray
Beach, FL 33484


Attn:
Shawn E. Leon


E-mail:
shawnleon@rogers.com


 


With
a copy to:


Dickinson
Wright


350
East Las Olas Boulevard


Suite
1750


Ft.
Lauderdale, Florida 33301


Attn:
Clint J. Gage, Esq.


Email:
cgage@dickinson-wright.com


 


 


The
addresses may be changed by giving notice of such change in the manner provided herein for giving notice. Unless and until such
written notice is received, the last address and addressee given shall be deemed to continue in effect for all purposes. No notice
to Seller shall be deemed given or received unless the entity noted “With a copy to” is simultaneously delivered notice
in the same manner as any notice given to Seller. Notwithstanding anything else contained in the Agreement to the contrary, written
notice may be sent by electronic mail (otherwise known as “e-mail”) at all times prior to Closing. E-mail shall be
deemed delivered at the time dispatched from the sender; provided the receipt is acknowledged by the receiver by e-mail or other
written means. E-mail notices are to be sent to the e-mail addresses set forth above for Purchaser and Seller and the entity noted
“With a copy to” for Seller, and are otherwise ineffective.


XII.          
TAX-FREE EXCHANGE. Notwithstanding anything contained herein to the contrary,
Seller may designate the Property as relinquished property to consummate a like-kind exchange under Section 1031 of the Internal
Revenue Code of 1986, as amended (an “Exchange”), which may include the assignment of its rights under this
Agreement to a qualified intermediary and/or an exchange accommodation titleholder (“1031 Assignee”) and, provided
that Seller notifies Purchaser at least five (5) Business Days prior to Closing that Seller intends to effect an Exchange with
respect to the Property, Purchaser shall cooperate (at no cost to Purchaser) in structuring the transaction as an Exchange. Without
limitation, Purchaser will acknowledge the assignment of this Agreement to the 1031 Assignee and (to the extent directed by Seller
or the 1031 Assignee) Purchaser agrees to tender all required performance under this Agreement to the 1031 Assignee. Performance
by the 1031 Assignee will be treated as performance by Seller. No assignment of Seller's rights under this Agreement to the 1031
Assignee shall effect a release of Seller from obligations under this Agreement or impair Purchaser's rights under this Agreement.



    	 		 



     


    




XIII.       
MISCELLANEOUS.


A.               
Entire Agreement. This Agreement and the schedules and exhibits attached hereto embody the entire agreement and understanding
of Seller and Purchaser relating to the subject matter hereof and supersedes all prior representations, agreements, and understandings,
oral or written, relating to such matter.


B.                
Schedules/Exhibits. The following schedules and exhibits attached hereto are incorporated herein by this reference as if
fully set forth herein:


	Exhibit
    A	Legal
    Description of the Property
	Exhibit
    B	Form
    of Special Warranty Deed
	Exhibit
    C	Form
    of Assignment of Lease
	Exhibit
    D	Form
    of Quit Claim Bill of Sale
	 	 


 


C.                
Assignment. Except as expressly provided herein, this Agreement and any documents executed in connection herewith shall
not be assigned by Purchaser without the prior written consent of Seller, and any assignment without such prior written consent
shall be null and void.


D.               
Severability. Except as expressly provided to the contrary herein, each section, paragraph, part, term, or provision of
this Agreement shall be considered severable, and if for any reason any section, paragraph, part, term, or provision herein is
determined to be invalid and in violation of any existing or future law or regulation by a court or governmental agency having
valid jurisdiction, such determination shall not impair the operation of or have any other effect on other sections, paragraphs,
parts, terms, or provisions of this Agreement as may remain otherwise intelligible, and the latter shall continue to be given
full force and effect and bind the parties hereto, and said invalid sections, paragraphs, parts, terms, or provisions shall not
be deemed to be a part of this Agreement.


E.                
Confidentiality. This Agreement and the terms hereof, and any information obtained by Purchaser as a result of its access
to the Property, the performance of the Due Diligence, and the Seller Information shall be strictly confidential. The foregoing
shall not preclude either party from disclosing any term hereof in order to (i) comply with laws, rules, regulations and court
orders, including, without limitation, governmental regulatory, tax and reporting requirements, (ii) disclose information to such
party’s accountants, attorneys, actual and prospective lenders, investment bankers, investors, underwriters, members, managers,
tenants, and taxing authorities, in connection with the transactions contemplated by this Agreement (collectively “Representatives”),
to the extent that such Representatives reasonably need to know such information and data in order to assist, and perform services
on behalf of such party and that such Representatives agree to keep such information confidential, to the extent reasonably possible
under the circumstances, or (iii) support the position of any party in any litigation that may arise between the parties in connection
with the transactions contemplated by this Agreement. In addition to any other remedies available to a party, each party shall
have the right to seek equitable relief, including, without limitation, injunctive relief or specific performance, against the
other party in order to enforce the provisions of this Section XIII.E. In furtherance of the foregoing, neither party hereto
shall make any public announcement or press release concerning this Agreement or the transactions contemplated herein except as
may be mutually agreed upon by the parties in writing. The provisions of this Section XIII.E. shall survive the Closing
or earlier termination of this Agreement.


F.                 
Survival. Unless otherwise specifically set forth in this Agreement, none of the representations, warranties or indemnities
set forth herein shall survive the Closing.


G.               
Construction and Interpretation of Agreement; Venue; Jurisdiction. This Agreement is to be performed in the State of Florida
and shall be governed by and construed in accordance with the laws of the State of Florida. Any complaint filed under this Agreement
shall be filed exclusively in the Palm Beach County, Florida Courts. Should any provision of this Agreement require interpretation,
it is agreed that the presumption that the terms hereof shall be more strictly construed against a party by reason of the rule
or conclusion that a document should be construed more strictly against the party who itself or through its agent prepared the
same shall not apply. It is agreed and stipulated that all parties hereto have participated equally in the preparation of this
Agreement and legal counsel was consulted by each party before the execution of this Agreement.



    	 		 



     


    




H.               
Amendment and Waiver. This Agreement may not be amended or modified in any way except by an instrument in writing executed
by all parties hereto.


I.                   
Outside Businesses; No Side Agreement or Representations. Nothing contained in this Agreement shall be construed to restrict
or prevent in any manner any party or any party’s affiliates, parent corporations, representatives, or principals from engaging
in any other businesses or investments. No person acting on behalf of Seller is authorized to make, and by execution hereof, Purchaser
acknowledges that no person has made, any representation, agreement, statement, warranty, guarantee or promise regarding the Property
or the transaction contemplated herein or the zoning, construction, physical condition or other status of the Property except
as may be expressly set forth in this Agreement. No representation, warranty, agreement, statement, guarantee or promise, if any,
made by any person acting on behalf of Seller which is not contained in this Agreement will be valid or binding on Seller.


J.                  
No Agency, Partnership or Joint Venture. Nothing contained herein shall be deemed or construed by the parties hereto or
by any third party as creating the relationship of (i) principal and agent; (ii) a partnership; or (iii) a joint venture between
the parties hereto; it being understood and agreed that neither any provisions contained herein nor any acts of the parties hereto
shall be deemed to create any relationship between the parties hereto other than the relationship of seller and purchaser.


K.               
Limited Offer. The terms of this Agreement shall not be construed as an offer by or be binding upon any of the parties
hereto until such party has properly executed the Agreement in the space provided below. In no event whatsoever shall Seller have
any liability or obligation to Purchaser by reason of Purchaser’s submittal of this Agreement to Seller unless and until
the Agreement is fully executed by both parties and delivered by both parties. Purchaser acknowledges and agrees that if Purchaser
submits a signed original of this Agreement to Seller that Purchaser is submitting such offer to Seller without relying upon any
representation, warranty, statement or other assertion, oral or written, made by Seller or any representative of Seller or any
other person purporting to act for or on behalf of Seller with respect to Seller’s potential acceptance of Purchaser’s
offer or Seller’s marketing of the Property. Purchaser acknowledges and agrees that Seller shall have no obligation to not
market the Property or discontinue marketing the Property, if applicable.


L.                
Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all
of such counterparts shall constitute one and the same instrument. Delivery of this Agreement may be accomplished by electronic
facsimile reproduction ("FAX") or via electronic mail via .PDF ("PDF"); if FAX or PDF delivery
is utilized, the electronic version shall have the same force and effect as the original.


M.              
Successors and Assigns. This Agreement and the terms and provisions hereof shall inure to the benefit of and be binding
upon the parties hereto and their respective successors and assigns.


N.               
Time. Time is of the essence in this Agreement and each and all of its provisions. Any extension of time granted for the
performance of any duty under this Agreement shall not be considered an extension of time for the performance of any other obligation
under this Agreement.


O.               
Brokers. The parties represent to one another that there are no brokers that are or were involved in the negotiation and/or
consummation of this transaction. Seller hereby indemnifies and holds Purchaser harmless from and against any costs, fees, damages,
claims and liabilities, including, but not limited to, reasonable attorneys’ fees and paralegals’ fees arising out
of any claim or demand or threats of claim made by any broker or salesmen claiming by any reason of its relationship with Seller
its representatives, employees or agents, whether incurred by settlement and whether or not litigation results in a trial, arbitration
and appellate levels. Purchaser hereby indemnifies and holds Seller harmless from and against any costs, fees, damages, claims
and liabilities, including, but not limited to, reasonable attorneys’ fees and paralegals’ fees arising out of any
claim or demand or threats of claim made by any broker or salesmen claiming by any reason of its relationship with Purchaser its
representatives, employees or agents, whether incurred by settlement and whether or not litigation results in a trial, arbitration
and appellate levels. The provisions of this Section shall survive Closing or earlier termination of this Agreement.



    	 		 



     


    




P.                 
Captions. Captions, titles to sections, and paragraph headings used herein are for convenience of reference and shall not
be deemed to limit or alter any provision hereof.


Q.               
Intentionally Omitted.


R.                
Waiver of Jury Trial. To the extent permitted by applicable law, the parties hereby waive any right to trial by jury in
any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.


S.                 
Day of Performance. If any date for performance hereunder falls on a Saturday, Sunday or other day which is a holiday under
Federal law or under the State law where the Property is located, the date for such performance shall be the next succeeding Business
Day. Any day other than Saturday, Sunday or other day which is a holiday under Federal law or under the State law where the Property
is located are referred to as a “Business Day”.


T.                
As-Is Condition. Purchaser acknowledges and agrees that except as specifically set forth in this Agreement, and in furtherance
of (and not in limitation of) Section IX. hereof, (i) Seller has not made, and Purchaser shall not be entitled to rely
on, any representations, warranties or other undertakings or agreements of Seller; and (ii) Purchaser acknowledges and agrees
that it is receiving the Property in "AS IS" condition "WITH ALL FAULTS AND DEFECTS". Purchaser
acknowledges that neither the Sellers nor the Sellers’ agents have made any representations or warranties, express or implied,
regarding the Real Estate or the Personal Property.


U.               
Governmental Approvals. Nothing contained in this Agreement shall be construed as authorizing Purchaser to apply for a
zoning change, variance, subdivision map, lot line adjustment or other discretionary governmental or quasi-governmental act, approval
or permit with respect to the Property prior to the Closing, and Purchaser agrees not to do so without Seller’s prior written
approval, which approval may be withheld in Seller’s sole and absolute discretion. Purchaser agrees not to submit any reports,
studies or other documents, including, without limitation, plans and specifications, impact statements for water, sewage, drainage
or traffic, environmental review forms, or energy conservation checklists to any governmental agency, or any amendment or modification
to any such instruments or documents prior to the Closing unless first approved by Seller, which approval Seller may withhold
in Seller's sole discretion. Purchaser’s obligation to purchase the Property shall not be subject to or conditioned upon
Purchaser’s obtaining any variances, zoning amendments, subdivision maps, lot line adjustment, or other discretionary governmental
or quasi-governmental act, approval or permit.


V.       No
Lis Pendens. As material consideration to Seller’s entering into this Agreement with Purchaser, Purchaser expressly
waives any right at common law or otherwise to record or file this Agreement, a notice of contract, a lis pendens or a notice
of pendency of action or similar notice against all or any portion of the Property, all in accordance with Section XIII.E.
hereof.


W.       RADON
GAS. RADON IS A NATURALLY OCCURRING RADIOACTIVE GAS THAT, WHEN IT HAS ACCUMULATED IN A BUILDING IN SUFFICIENT QUANTITIES,
MAY PRESENT HEALTH RISKS TO PERSONS WHO ARE EXPOSED TO IT OVER TIME. LEVELS OF RADON THAT EXCEED FEDERAL AND STATE GUIDELINES
HAVE BEEN FOUND IN BUILDINGS IN FLORIDA. ADDITIONAL INFORMATION REGARDING RADON AND RADON TESTING MAY BE OBTAINED FROM YOUR COUNTY
PUBLIC HEALTH UNIT. [NOTE: THIS PARAGRAPH IS PROVIDED FOR INFORMATIONAL PURPOSES PURSUANT TO FLORIDA STATUTES].


X.       No
Third Party Beneficiaries. The provisions of this Agreement are intended for the sole benefit of Purchaser and Seller
and shall not inure to the benefit of any other entity or person (other than permitted assigns of the parties hereto) either as
a third party beneficiary or otherwise.



    	 		 



     


    




Y.       Lease
Modifications and Property Grants. Without Purchaser’s prior written consent Seller shall not modify, assign, permit
a Tenant assignment, or terminate, or evict the Tenant under the Lease, or convey or grant any easement, lease, license, or interest
in or to the Property prior to the earlier of the Closing or termination of this Agreement. Notwithstanding the foregoing, in
the event that prior to the January Deadline and the funding of the January Earned Payment and January Closing Deposit Tenant
files a bankruptcy petition or suffers an involuntary petition pursuant to 11 U.S.C. § 101 et seq., as the same may be amended
from time to time (the “Bankruptcy Code”) or under any other present or future state or federal law regarding
bankruptcy, reorganization or other relief to debtors, or makes a general assignment for the benefit of creditors, or has a trustee
or receiver appointed for (or has any court take jurisdiction of), or has an attachment or execution levied with respect to, or
other judicial seizure be effected for, all or substantially all of its assets (collectively with the Bankruptcy Code, the “Insolvency
Laws”) Seller may modify or terminate the Lease and/or pursue any remedies against Tenant and/or any guarantor of the
Lease (and their respective assets), or eject Tenant, or take any other action deemed necessary by Seller to protect its interest
and rights (as applicable, a “Landlord Responsive Action”) without prior written consent of Purchaser. In the
event Seller takes a Landlord Responsive Action, Seller shall first send Purchaser a written notice outlining the course of action
being undertaken by Seller (not less than 24 hours before such Responsive Action is to be taken), along with copies of all pleadings
in any litigation upon the later of three (3) Business Days after Seller’s filing or three (3) Business Days after Seller’s
receipt of service (as applicable). To the extent a Landlord Responsive Action involves litigation, Seller will cooperate to substitute
Purchaser into any such litigation and assign Seller’s rights to any property of Tenant recovered at Closing.


Z.
       Except to the limited extent set forth herein to the contrary, under no circumstance
shall Seller apply any Earned Payments or Closing Deposits to the Tenant’s monthly rental arrearages or such other Tenant
obligations under the Lease.


 


 


[Signature
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IN
WITNESS WHEREOF, the parties have executed this Agreement of Purchase and Sale on the Effective Date.


	WITNESSES:

         

         

         

         

         

         

        __________________________________

        Print
        Name: _________________________

         

         

        __________________________________

        Print
        Name: _________________________
	SELLER:

         

         

        AREP
        5400 EAST AVENUE LLC, a Delaware limited liability company

         

        By:AREP
        5400 East Avenue Manager LLC, a Delaware limited liability company, its managing member

         

        By:____________________________

        Name:
        _________________________

        Its:
        ____________________________

	 

         

         

         

         

         

        __________________________________

        Print
        Name: ________________________

         

         

        __________________________________

        Print
        Name: _________________________
	 

         

        PURCHASER:

         

        DELRAY
        ANDREW RE, LLC, a Florida limited liability company

         

        By:__________________________________

        Name:
        _______________________________

        Its:
        __________________________________

	 	 


The
“Effective Date” shall be November 2, 2017.