Exhibit 10.39



 Exhibit 10.39 

SALE, PURCHASE AND ESCROW AGREEMENT (PROPERTY POOL B) 

BETWEEN 
 GRE
Carlton Plaza LP, a Delaware limited partnership 
 Tustin-Michelle Partners LLC, a Delaware limited liability company 

 GRE Warner Desoto LLC, a Delaware limited liability company 

GRE Warner Califa LLC, a Delaware limited liability company 

GRE Warner Canoga LLC, a Delaware limited liability company 

GRE Empire Towers Four LLC, a Delaware limited liability company 

GRE Foothill LLC, a Delaware limited liability company 

GRE Mira Mesa LLC, a Delaware limited liability company 

(collectively, Sellers) 

AND 
 PACIFIC
OFFICE MANAGEMENT, INC. (Purchaser) 
 AND 

FIRST AMERICAN TITLE INSURANCE COMPANY (Escrow Agent) 







 TABLE OF CONTENTS 

 

							
	 	  	Page
		
	ARTICLE I RECITALS	  	1
	 1.1
	  	Purchase and Sale	  	1
		  	1.1.1	  	Real Property	  	1
		  	1.1.2	  	Personal Property	  	4
		  	1.1.3	  	Space Leases	  	5
		  	1.1.4	  	Intangible Properties	  	7
	 1.2
	  	Property Pool B	  	9
	 1.3
	  	Property Pool A	  	9
		
	ARTICLE II PURCHASE PRICE	  	9
	 2.1
	  	Price	  	9
		  	2.1.1	  	Initial Deposit	  	9
		  	2.1.2	  	Second Deposit	  	10
		  	2.1.3	  	Balance of Purchase Price	  	10
		  	2.1.4	  	Common Equity B Portion	  	10
	 2.2
	  	Investments	  	11
	 2.3
	  	Interest on the Deposit	  	11
		
	ARTICLE III CONDITIONS TO THE PARTIES’ OBLIGATIONS	  	11
	 3.1
	  	Conditions to Purchaser’s Obligation to Purchase	  	11
		  	3.1.1	  	Performance by Seller	  	11
		  	3.1.2	  	Delivery of Title and Possession	  	11
		  	3.1.3	  	Title Insurance	  	11
		  	3.1.4	  	Seller’s Representations	  	12
		  	3.1.5	  	Tenant Estoppels	  	12
		  	3.1.6	  	Loan Assumption	  	12
	 3.2
	  	Conditions to Seller’s Obligation to Sell	  	12
		  	3.2.1	  	Performance by Purchaser	  	12
		  	3.2.2	  	Receipt of Purchase Price	  	12
		  	3.2.3	  	Loan Assumption	  	12
	 3.3
	  	Failure of Condition	  	13
		
	ARTICLE IV PURCHASER’S DELIVERIES AND SELLER’S DELIVERIES TO ESCROW AGENT	  	13
	 4.1
	  	Purchaser’s Deliveries	  	13
		  	4.1.1	  	Purchase Price	  	13
		  	4.1.2	  	Bill of Sale, Assignment and Assumption and Seller Space Lease	  	13
		  	4.1.3	  	Closing Statement	  	13
		  	4.1.4	  	Closing Documents	  	13
		  	4.1.5	  	Cash – Prorations	  	13
		  	4.1.6	  	Assumption Documents	  	13

  

 i 









							
	 4.2
	  	Seller’s Deliveries	  	13
		  	4.2.1	  	Deed	  	14
		  	4.2.2	  	Bill of Sale, Assignment and Assumption and Seller Space Lease	  	14
		  	4.2.3	  	FIRPTA Affidavit	  	14
		  	4.2.4	  	Closing Statement	  	14
		  	4.2.5	  	Closing Documents	  	14
		  	4.2.6	  	Cash – Prorations	  	15
		  	4.2.7	  	California Form 593-C	  	15
		  	4.2.8	  	Owner’s Affidavit	  	15
		  	4.2.9	  	Assumption Documents	  	15
	 4.3
	  	Failure to Deliver	  	15
		
	ARTICLE V INVESTIGATION OF PROPERTY	  	15
	 5.1
	  	Delivery of Documents	  	15
		  	5.1.1	  	Preliminary Title Report	  	15
		  	5.1.2	  	Natural Hazard Disclosure Reports	  	15
	 5.2
	  	Physical Inspection of Property	  	15
	 5.3
	  	Due Diligence Period	  	15
		  	5.3.1	  	Title and Survey	  	16
		  	5.3.2	  	General Investigation	  	16
	 5.4
	  	Loan Assumption	  	16
		  	5.4.1	  	Description of Loans	  	16
		  	5.4.2	  	Consent of Lender	  	17
		  	5.4.3	  	Costs and Fees	  	18
		  	5.4.4	  	Election to Payoff	  	19
	 5.5
	  	Effect of Termination	  	19
	 5.6
	  	No Obligation to Cure	  	19
		
	ARTICLE VI THE CLOSING	  	19
	 6.1
	  	Date and Manner of Closing	  	19
	 6.2
	  	First Purchaser Extension	  	20
	 6.3
	  	Extension Period	  	20
		
	ARTICLE VII PRORATION, FEES, COSTS AND ADJUSTMENTS	  	20
	 7.1
	  	Prorations	  	20
	 7.2
	  	Seller’s Closing Costs	  	24
	 7.3
	  	Purchaser’s Closing Costs	  	24
		
	ARTICLE VIII DISTRIBUTION OF FUNDS AND DOCUMENTS	  	25
	 8.1
	  	Delivery of the Purchase Price	  	25
	 8.2
	  	Space Lease	  	25
	 8.3
	  	Other Monetary Disbursements	  	25
	 8.4
	  	Recorded Documents	  	25
	 8.5
	  	Documents to Purchaser	  	25
	 8.6
	  	Documents to Seller	  	26
	 8.7
	  	All Other Documents	  	26

  

 ii 









							
	ARTICLE IX RETURN OF DOCUMENTS AND FUNDS UPON TERMINATION	  	26
	 9.1
	  	Return of Seller’s Documents	  	26
	 9.2
	  	Return of Purchaser’s Documents	  	26
	 9.3
	  	Deposit	  	27
	 9.4
	  	Disbursement of Deposit	  	27
	 9.5
	  	No Effect on Rights of Parties; Survival	  	27
		
	ARTICLE X DEFAULT	  	27
	 10.1
	  	Seller’s Remedies	  	27
	 10.2
	  	Cross-Default	  	30
	 10.3
	  	Purchaser’s Remedies	  	30
		
	ARTICLE XI REPRESENTATIONS AND WARRANTIES	  	31
	 11.1
	  	Seller’s Warranties and Representations	  	31
		  	11.1.1	  	No Broker	  	32
		  	11.1.2	  	Organization	  	32
		  	11.1.3	  	Power and Authority	  	32
		  	11.1.4	  	Proceedings	  	32
		  	11.1.5	  	Contravention	  	33
		  	11.1.6	  	Compliance	  	33
		  	11.1.7	  	Employees	  	33
		  	11.1.8	  	Leases	  	33
		  	11.1.9	  	Due Diligence Materials	  	33
		  	11.1.10	  	Litigation	  	33
		  	11.1.11	  	Patriot Act	  	33
		  	11.1.12	  	Patriot Act Notice	  	34
		  	11.1.13	  	Investment	  	34
		  	11.1.14	  	Loan Documents	  	35
	 11.2
	  	Purchaser’s Warranties and Representations	  	35
		  	11.2.1	  	No Broker	  	35
		  	11.2.2	  	Power and Authority	  	35
		  	11.2.3	  	Independent Investigation	  	35
		  	11.2.4	  	Purchaser Reliance	  	35
		  	11.2.5	  	Patriot Act	  	36
		  	11.2.6	  	Patriot Act Notice	  	36
	 11.3
	  	No Other Warranties and Representations	  	36
		  	11.3.1	  	No Environmental Representations	  	37
		  	11.3.2	  	Release of Claims	  	37
		
	ARTICLE XII CASUALTY AND CONDEMNATION	  	40
	 12.1
	  	Single Real Property	  	40
	 12.2
	  	Multiple Real Properties	  	40
	 12.3
	  	Non-Material Portion	  	41
		
	ARTICLE XIII CONDUCT PRIOR TO CLOSING	  	41
	 13.1
	  	Conduct	  	41

  

 iii 









							
		  	13.2	  	Actions Prohibited	  	42
		  	13.3	  	New Leases and Contracts and Pre-Closing Notices	  	42
		  	13.4	  	Confidentiality	  	43
		  	13.5	  	Right to Cure	  	43
		  	13.6	  	Contract Cancellation	  	44
		  	13.7	  	Purchaser Covenant	  	44
		
	ARTICLE XIV NOTICES	  	45
		
	ARTICLE XV TRANSFER OF POSSESSION	  	46
		  	15.1	  	Transfer of Possession	  	46
		  	15.2	  	Delivery of Documents at Closing	  	46
		
	ARTICLE XVI GENERAL PROVISIONS	  	47
		  	16.1	  	Captions	  	47
		  	16.2	  	Exhibits	  	47
		  	16.3	  	Entire Agreement	  	47
		  	16.4	  	Modification	  	47
		  	16.5	  	Attorneys’ Fees	  	47
		  	16.6	  	Governing Law	  	47
		  	16.7	  	Time of Essence	  	47
		  	16.8	  	Survival of Warranties	  	47
		  	16.9	  	Assignment by Purchaser	  	48
		  	16.10	  	Severability	  	48
		  	16.11	  	Successors and Assigns	  	49
		  	16.12	  	Interpretation	  	49
		  	16.13	  	Counterparts	  	49
		  	16.14	  	Recordation	  	49
		  	16.15	  	Limitation on Liability	  	49
		  	16.16	  	Business Day	  	49
		  	16.17	  	Waiver of Jury Trial	  	50
		  	16.18	  	Exchange Cooperation	  	50
		  	16.19	  	Seller Requirements	  	50
		
	ARTICLE XVII ESCROW AGENT DUTIES AND DISPUTES	  	51
		  	17.1	  	Other Duties of Escrow Agent	  	51
		  	17.2	  	Disputes	  	51
		  	17.3	  	Reports	  	51
		  	17.4	  	Option Consideration	  	52

  

 iv 








 EXHIBITS 
  

							
	EXHIBIT A	  	  --	  	Description of Land
	 Exhibit A-1
	  	--	  	Carlton Plaza Real Property
	 Exhibit A-2
	  	--	  	Toshiba Real Property
	 Exhibit A-3
	  	--	  	Warner Real Property
	 Exhibit A-4
	  	--	  	Empire IV Real Property
	 Exhibit A-5
	  	--	  	Foothill Real Property
	 Exhibit A-6
	  	--	  	Alta Sorrento Real Property
	EXHIBIT B	  	  --	  	Personal Property
	 Exhibit B-1
	  	--	  	Carlton Plaza Personal Property
	 Exhibit B-2
	  	--	  	Toshiba Personal Property
	 Exhibit B-3
	  	--	  	Warner Personal Property
	 Exhibit B-4
	  	--	  	Empire IV Personal Property
	 Exhibit B-5
	  	--	  	Foothill Personal Property
	 Exhibit B-6
	  	--	  	Alta Sorrento Personal Property
	EXHIBIT C	  	  --	  	Description of Argus Runs
	EXHIBIT D	  	  --	  	Allocation of Values
	EXHIBIT E	  	  --	  	Form of Bill of Sale
	EXHIBIT F	  	  --	  	Form of Deed
	EXHIBIT G	  	  --	  	FIRPTA Affidavit
	EXHIBIT H	  	  --	  	Form of Owner’s Title Affidavit
	EXHIBIT I	  	  --	  	Due Diligence Materials
	EXHIBIT J	  	  --	  	Intentionally Omitted
	EXHIBIT K	  	  --	  	Seller and Purchaser Knowledge Parties
	EXHIBIT L	  	  --	  	Form of Assignment and Assumption Agreement
	EXHIBIT M	  	  --	  	Form of Tenant Estoppel
	EXHIBIT N	  	  --	  	Intentionally Omitted
	EXHIBIT O	  	  --	  	Sellers’ Disclosures
	EXHIBIT P	  	  --	  	SEC Requirements
	EXHIBIT Q	  	  --	  	Form of Audit Letter
			
	Schedule 5.4	  		  	Loans and Loan Documents

  

 v 








 INDEX OF DEFINED TERMS 

 

			
	 Term
	  	Section
		
	Acceptable Assumption Documents	  	5.4.2
	Access Agreement	  	5.2
	Adviser	  	11.1.1
	Allocation of Values	  	2.1
	Alta Sorrento Improvements	  	1.1.1(vi)
	Alta Sorrento Intangible Property	  	1.1.4(vi)
	Alta Sorrento Land	  	1.1.1(vi)
	Alta Sorrento Lender	  	5.4.1(f)
	Alta Sorrento Loan	  	5.4.1(f)
	Alta Sorrento Loan Documents	  	5.4.1(f)
	Alta Sorrento Personal Property	  	1.1.2(vi)
	Alta Sorrento Property	  	1.2
	Alta Sorrento Real Property	  	1.1.1(vi)
	Alta Sorrento Seller	  	Introduction
	Alta Sorrento Space Leases	  	1.1.3(vi)
	Alta Sorrento Tenants	  	1.1.3(vi)
	Assignment & Assumption	  	4.1.2
	Assumed Loans	  	3.1.6
	Base Rent Amount	  	8.2
	Bill of Sale	  	4.1.2
	Broker	  	11.1.1
	California Form 593-C	  	4.2.7
	Carlton Plaza Improvements	  	1.1.1(i)
	Carlton Plaza Intangible Property	  	1.1.4(i)
	Carlton Plaza Land	  	1.1.1(i)
	Carlton Plaza Lender	  	5.4.1(a)
	Carlton Plaza Loan	  	5.4.1(a)
	Carlton Plaza Loan Documents	  	5.4.1(a)
	Carlton Plaza Personal Property	  	1.1.2(i)
	Carlton Plaza Property	  	1.2
	Carlton Plaza Real Property	  	1.1.1(i)
	Carlton Plaza Seller	  	Introduction
	Carlton Plaza Space Leases	  	1.1.3(i)
	Carlton Plaza Tenants	  	1.1.3(i)
	Closing	  	6.1
	Common Equity B Portion	  	2.1.4
	Common Stock	  	2.1.4
	Common Stock Follow-on Offering	  	2.1.4
	Contracts	  	13.3
	Cure	  	5.3
	Deed	  	4.2.1
	Delinquent Revenues	  	7.1(a)(i)

  

 vi 









			
	Deposit	  	2.1.2
	Due Diligence Period Expiration Date	  	5.3
	Empire IV Improvements	  	1.1.1(iv)
	Empire IV Intangible Property	  	1.1.4(iv)
	Empire IV Land	  	1.1.1(iv)
	Empire IV Lender	  	5.4.1(d)
	Empire IV Loan	  	5.4.1(d)
	Empire IV Loan Documents	  	5.4.1(d)
	Empire IV Personal Property	  	1.1.2(iv)
	Empire IV Property	  	1.2
	Empire IV Real Property	  	1.1.1(iv)
	Empire IV Seller	  	Introduction
	Empire IV Space Leases	  	1.1.3(iv)
	Empire IV Tenants	  	1.1.3(iv)
	Escrow Agent	  	Introduction
	Extension Period	  	6.3
	Final Closing Date	  	6.1
	Financial Statements	  	Exhibit I
	First Purchaser Extension	  	6.2
	First Purchaser Extension Payment	  	6.2
	Foothill Improvements	  	1.1.1(v)
	Foothill Intangible Property	  	1.1.4(v)
	Foothill Land	  	1.1.1(v)
	Foothill Lender	  	5.4.1(e)
	Foothill Loan	  	5.4.1(e)
	Foothill Loan Documents	  	5.4.1(e)
	Foothill Personal Property	  	1.1.2(v)
	Foothill Property	  	1.2
	Foothill Real Property	  	1.1.1(v)
	Foothill Seller	  	Introduction
	Foothill Space Leases	  	1.1.3(v)
	Foothill Tenants	  	1.1.3(v)
	Improvements	  	1.1.1
	Initial Deposit	  	2.1.1
	Informational Materials	  	11.1.13
	Intangible Properties	  	1.1.4
	Land	  	1.1
	Leasing Commissions	  	7.1(c)
	Lender/Lenders	  	5.4.1
	Limitation Period	  	10.2
	Lists	  	11.1.11(2)(a)
	Loan(s)	  	5.4.1
	Loan Documents	  	5.4.1
	Loan Assumption Condition	  	3.1.6
	Maximum Liability Cap	  	16.15

  

 vii 









			
	Note(s)	  	5.4.1
	Option Consideration	  	17.4
	OFAC	  	11.1.11(1)
	Order(s)	  	11.1.11(1)
	Permits and Entitlements	  	1.1.4(i)
	Permitted Encumbrances	  	4.2.1
	Personal Property(ies)	  	1.1.2
	Plus LLC	  	1.3
	Pre-Closing Property Expense Reconciliation	  	7.1(b)(i)
	Proration Date	  	7.1(a)
	Property(ies)	  	1.2
	Property Pool A Agreement	  	1.3
	Property Pool B	  	1.2
	Property Expense Reconciliation	  	7.1(b)(ii)
	Property Expense Reimbursement Shortfall	  	7.1(b)(iii)
	Property Expense Reimbursement Surplus	  	7.1(b)(iii)
	Property Expenses	  	7.1(b)
	Proprietary Information	  	13.4
	Public Reporting Entities	  	16.19
	Purchase Price	  	2.1
	Purchaser	  	Introduction
	Purchaser’s Action	  	10.1
	Purchaser’s Notice to Proceed	  	5.3.2
	Real Property(ies)	  	1.1.1
	Reconciliation Period	  	7.1(b)
	REIT	  	2.1.4
	Removal Notice	  	12.3
	Rent Roll	  	Section 1.1.3
	Revenues	  	7.1(a)(i)
	SEC	  	16.19
	Second Deposit	  	2.1.2
	Securities Act	  	11.1.13
	Security Deposits	  	1.1.3(i)
	Seller	  	Introduction
	Seller’s Change Notice	  	11.1
	Seller Parties	  	16.15
	Sellers Closing Documents	  	11.3
	Shares	  	11.1.13
	Space Leases	  	1.1.3
	Survey	  	4.2.1
	Taxes	  	7.1(a)(iii)
	Tenants	  	1.1.3(i)
	Tenant Estoppel Certificate	  	3.1.5
	Tenant Inducement Costs	  	7.1(c)
	Title Company	  	3.1.3

  

 viii 









			
	Title Objections	  	5.3.1
	Title Policy	  	3.1.3
	Title Report	  	5.1.1
	Toshiba Improvements	  	1.1.1(ii)
	Toshiba Intangible Property	  	1.1.4(ii)
	Toshiba Land	  	1.1.1(ii)
	Toshiba Lender	  	5.4.1(b)
	Toshiba Loan	  	5.4.1(b)
	Toshiba Loan Documents	  	5.4.1(b)
	Toshiba Personal Property	  	1.1.2(ii)
	Toshiba Property	  	1.2
	Toshiba Real Property	  	1.1.1(ii)
	Toshiba Seller	  	Introduction
	Toshiba Space Leases	  	1.1.3(ii)
	Toshiba Tenants	  	1.1.3(ii)
	Warner Califa	  	Introduction
	Warner Canoga	  	Introduction
	Warner Desoto	  	Introduction
	Warner Intangible Property	  	1.1.4(iii)
	Warner Improvements	  	1.1.1(iii)
	Warner Land	  	1.1.1(iii)
	Warner Lender	  	5.4.1(c)
	Warner Loan	  	5.4.1(c)
	Warner Loan Documents	  	5.4.1(c)
	Warner Personal Property	  	1.1.2(iii)
	Warner Property	  	1.2)
	Warner Real Property	  	1.1.1(iii)
	Warner Seller	  	Introduction
	Warner Space Leases	  	1.1.3(iii)
	Warner Tenants	  	1.1.3(iii)

  

 ix 








 SALE, PURCHASE AND ESCROW AGREEMENT (PROPERTY POOL B) 

This Agreement, dated as of August 13, 2010, is made by and among GRE Carlton Plaza LP, a Delaware limited partnership
(“Carlton Plaza Seller”), Tustin-Michelle Partners LLC, a Delaware limited liability company (“Toshiba Seller”), GRE Warner Desoto LLC, a Delaware limited liability company (“Warner
Desoto”), GRE Warner Califa LLC, a Delaware limited liability company (“Warner Califa”), GRE Warner Canoga LLC, a Delaware limited liability company (“Warner Canoga” and with Warner Desoto
and Warner Califa, collectively, “Warner Seller”), GRE Empire Towers Four LLC, a Delaware limited liability company (“Empire IV Seller”), GRE Foothill LLC, a Delaware limited liability company
(“Foothill Seller”), GRE Mira Mesa LLC, a Delaware limited liability company (“Alta Sorrento Seller” and with Carlton Plaza Seller, Toshiba Seller, Warner Seller, Empire IV Seller, and Foothill Seller,
each individually a “Seller” and, collectively, “Sellers”), and Pacific Office Management, Inc., a Delaware corporation (“Purchaser”) and constitutes (i) a contract of sale
and purchase between the parties and (ii) an escrow agreement among Seller, Purchaser and First American Title Insurance Company (“Escrow Agent”), the consent of which appears at the end hereof. 

ARTICLE I 

RECITALS 

1.1    Purchase and Sale.    Subject to the terms and provisions hereof, each
Seller agrees, with respect to the portion of Property Pool B (as defined below) owned by such Seller, to sell to Purchaser, and Purchaser agrees to purchase: 

1.1.1    Real Property.    Fee simple title to each of the
following: 
 (i)    that certain land described in Exhibit A-1 (the
“Carlton Plaza Land”), together with all improvements located thereon (the “Carlton Plaza Improvements”) known as Carlton Plaza and located in Woodland Hills, California, together with all of the
Carlton Plaza Seller’s right, title and interest in, to and under: (1) all easements, rights-of-way, development rights, entitlements, air rights and appurtenances relating or appertaining to the Carlton Plaza Land and/or the Carlton Plaza
Improvements; (2) all water wells, streams, creeks, ponds, lakes, detention basins and other bodies of water in, on or under the Carlton Plaza Land, whether such rights are riparian, appropriative, prospective or otherwise, and all other water
rights applicable to the Carlton Plaza Land and/or the Carlton Plaza Improvements; (3) all sewer, septic and waste disposal rights and interests applicable or appurtenant to or used in connection with the Carlton Plaza Land and/or the Carlton
Plaza Improvements; (4) all minerals, oil, gas and other hydrocarbons located in, on or under the Carlton Plaza Land, together with all rights to surface or subsurface entry; and (5) all streets, roads, alleys or other public ways
adjoining or serving the Carlton Plaza Land, including any land lying in the bed of any street, road, alley or other public way, open or proposed, and any strips, gaps, gores, culverts and rights of way adjoining or serving the Carlton Plaza Land
(collectively, the “Carlton Plaza Real Property”); 
  

 1 








 (ii)    that certain land described in
Exhibit A-2 (the “Toshiba Land”), together with all improvements located thereon (the “Toshiba Improvements”) known as the Toshiba Building and located in Tustin, California, together with
all of the Toshiba Seller’s right, title and interest in, to and under: (1) all easements, rights-of-way, development rights, entitlements, air rights and appurtenances relating or appertaining to the Toshiba Land and/or the Toshiba
Improvements; (2) all water wells, streams, creeks, ponds, lakes, detention basins and other bodies of water in, on or under the Toshiba Land, whether such rights are riparian, appropriative, prospective or otherwise, and all other water rights
applicable to the Toshiba Land and/or the Toshiba Improvements; (3) all sewer, septic and waste disposal rights and interests applicable or appurtenant to or used in connection with the Toshiba Land and/or the Toshiba Improvements; (4) all
minerals, oil, gas and other hydrocarbons located in, on or under the Toshiba Land, together with all rights to surface or subsurface entry; and (5) all streets, roads, alleys or other public ways adjoining or serving the Toshiba Land,
including any land lying in the bed of any street, road, alley or other public way, open or proposed, and any strips, gaps, gores, culverts and rights of way adjoining or serving the Toshiba Land, (collectively, the “Toshiba Real
Property”); 
 (iii)    that certain land described in Exhibit A-3
(the “Warner Land”), together with all improvements located thereon (the “Warner Improvements”) known as Warner Center and located in Los Angeles, California, together with all of Warner Seller’s
right, title and interest in, to and under: (1) all easements, rights-of-way, development rights, entitlements, air rights and appurtenances relating or appertaining to the Warner Land and/or the Warner Improvements; (2) all water wells,
streams, creeks, ponds, lakes, detention basins and other bodies of water in, on or under the Warner Land, whether such rights are riparian, appropriative, prospective or otherwise, and all other water rights applicable to the Warner Land and/or the
Warner Improvements; (3) all sewer, septic and waste disposal rights and interests applicable or appurtenant to or used in connection with the Warner Land and/or the Warner Improvements; (4) all minerals, oil, gas and other hydrocarbons
located in, on or under the Warner Land, together with all rights to surface or subsurface entry; and (5) all streets, roads, alleys or other public ways adjoining or serving the Warner Land, including any land lying in the bed of any street,
road, alley or other public way, open or proposed, and any strips, gaps, gores, culverts and rights of way adjoining or serving the Warner Land, (collectively, the “Warner Real Property”); 

(iv)    that certain land described in Exhibit A-4 (the “Empire IV
Land”), together with all improvements located thereon (the “Empire IV Improvements”) known as Empire Towers IV and located in Ontario, California, together with all of Empire IV Seller’s right, title and
interest in, to and under: (1) all easements, rights-of-way, development rights, entitlements, air rights and appurtenances relating or appertaining to the Empire IV Land and/or the Empire IV Improvements; (2) all water wells, streams,
creeks, ponds, lakes, detention basins and other bodies of water in, on or under the Empire IV Land, whether such rights are riparian, appropriative, prospective or otherwise, and all other water rights applicable to the Empire IV Land and/or the
Empire IV Improvements; (3) all sewer, septic and waste disposal rights and interests applicable or appurtenant to or used in connection with the Empire IV Land and/or the Empire IV Improvements; (4) all minerals, oil, gas and other
hydrocarbons located in, on or under 
  

 2 








 
the Empire IV Land, together with all rights to surface or subsurface entry; and (5) all streets, roads, alleys or other public ways adjoining or serving the Empire IV Land, including any
land lying in the bed of any street, road, alley or other public way, open or proposed, and any strips, gaps, gores, culverts and rights of way adjoining or serving the Empire IV Land, (collectively, the “Empire IV Real
Property”); 
 (v)    that certain land described in Exhibit A-5
(the “Foothill Land”), together with all improvements located thereon (the “Foothill Improvements”) known as Foothill and located in Lake Forest, California, together with all of Foothill Seller’s
right, title and interest in, to and under: (1) all easements, rights-of-way, development rights, entitlements, air rights and appurtenances relating or appertaining to the Foothill Land and/or the Foothill Improvements; (2) all water
wells, streams, creeks, ponds, lakes, detention basins and other bodies of water in, on or under the Foothill Land, whether such rights are riparian, appropriative, prospective or otherwise, and all other water rights applicable to the Foothill Land
and/or the Foothill Improvements; (3) all sewer, septic and waste disposal rights and interests applicable or appurtenant to or used in connection with the Foothill Land and/or the Foothill Improvements; (4) all minerals, oil, gas and
other hydrocarbons located in, on or under the Foothill Land, together with all rights to surface or subsurface entry; and (5) all streets, roads, alleys or other public ways adjoining or serving the Foothill Land, including any land lying in
the bed of any street, road, alley or other public way, open or proposed, and any strips, gaps, gores, culverts and rights of way adjoining or serving the Foothill Land, (collectively, the “Foothill Real Property”); and

 (vi)    that certain land described in Exhibit A-6 (the “Alta
Sorrento Land”), together with all improvements located thereon (the “Alta Sorrento Improvements”) known as Alta Sorrento and located in San Diego, California, together with all of Alta Sorrento Seller’s
right, title and interest in, to and under: (1) all easements, rights-of-way, development rights, entitlements, air rights and appurtenances relating or appertaining to the Alta Sorrento Land and/or the Alta Sorrento Improvements; (2) all
water wells, streams, creeks, ponds, lakes, detention basins and other bodies of water in, on or under the Alta Sorrento Land, whether such rights are riparian, appropriative, prospective or otherwise, and all other water rights applicable to the
Alta Sorrento Land and/or the Alta Sorrento Improvements; (3) all sewer, septic and waste disposal rights and interests applicable or appurtenant to or used in connection with the Alta Sorrento Land and/or the Alta Sorrento Improvements;
(4) all minerals, oil, gas and other hydrocarbons located in, on or under the Alta Sorrento Land, together with all rights to surface or subsurface entry; and (5) all streets, roads, alleys or other public ways adjoining or serving the
Alta Sorrento Land, including any land lying in the bed of any street, road, alley or other public way, open or proposed, and any strips, gaps, gores, culverts and rights of way adjoining or serving the Alta Sorrento Land, (the “Alta
Sorrento Improvements”) known as Alta Sorrento Executive Center and located in Alta Sorrento, California (collectively, the “Alta Sorrento Real Property”). 

The Carlton Plaza Land, the Toshiba Land, the Warner Land, the Empire IV Land, the Foothill Land, and the Alta Sorrento Land are hereinafter collectively
referred to as the “Land.” The Carlton Plaza Improvements, the Toshiba Improvements, the Warner Improvements, the Empire 

 

 3 








 
IV Improvements, the Foothill Improvements, and the Alta Sorrento Improvements are hereinafter collectively referred to as the “Improvements.” The Carlton Plaza Real
Property, the Toshiba Real Property, the Warner Real Property, the Empire IV Real Property, the Foothill Real Property, and the Alta Sorrento Real Property are each individually referred to herein as a “Real Property” and
collectively as the “Real Properties.” 
 1.1.2    Personal
Property.    All right, title and interest of the applicable Seller to each of the following: 

(i)    any and all equipment, facilities, machinery, tools, appliances, fixtures, furnishings,
furniture, paintings, sculptures, art, inventories, supplies, computer equipment and systems, telephone equipment and systems, satellite dishes and related equipment and systems, security equipment and systems, fire prevention equipment and systems,
and all other items of tangible personal property which are located on the Carlton Plaza Real Property, including, without limitation, those certain items described in Exhibit B-1 (collectively, the “Carlton Plaza Personal
Property”). 
 (ii)    any and all equipment, facilities, machinery, tools,
appliances, fixtures, furnishings, furniture, paintings, sculptures, art, inventories, supplies, computer equipment and systems, telephone equipment and systems, satellite dishes and related equipment and systems, security equipment and systems,
fire prevention equipment and systems, and all other items of tangible personal property which are located on the Toshiba Real Property, including, without limitation, those certain items described in Exhibit B-2 (collectively, the
“Toshiba Personal Property”). 
 (iii)    any and all equipment,
facilities, machinery, tools, appliances, fixtures, furnishings, furniture, paintings, sculptures, art, inventories, supplies, computer equipment and systems, telephone equipment and systems, satellite dishes and related equipment and systems,
security equipment and systems, fire prevention equipment and systems, and all other items of tangible personal property which are located on the Warner Real Property, including, without limitation, those certain items described in Exhibit
B-3 (collectively, the “Warner Personal Property”). 

(iv)    any and all equipment, facilities, machinery, tools, appliances, fixtures, furnishings,
furniture, paintings, sculptures, art, inventories, supplies, computer equipment and systems, telephone equipment and systems, satellite dishes and related equipment and systems, security equipment and systems, fire prevention equipment and systems,
and all other items of tangible personal property which are located on the Empire IV Real Property, including, without limitation, those certain items described in Exhibit B-4 (collectively, the “Empire IV Personal
Property”). 
 (v)    any and all equipment, facilities, machinery, tools,
appliances, fixtures, furnishings, furniture, paintings, sculptures, art, inventories, supplies, computer equipment and systems, telephone equipment and systems, satellite dishes and related equipment and systems, security equipment and systems,
fire prevention equipment and systems, and all other items of tangible personal property which are located on the 
  

 4 








 
Foothill Real Property including, without limitation, those certain items described in Exhibit B-5 (collectively, the “Foothill Personal Property”). 

(vi)    any and all equipment, facilities, machinery, tools, appliances, fixtures, furnishings,
furniture, paintings, sculptures, art, inventories, supplies, computer equipment and systems, telephone equipment and systems, satellite dishes and related equipment and systems, security equipment and systems, fire prevention equipment and systems,
and all other items of tangible personal property which are located on the Alta Sorrento Real Property, including, without limitation, those certain items described in Exhibit B-6 (collectively, the “Alta Sorrento Personal
Property”). 
 The Carlton Plaza Personal Property, the Toshiba Personal Property, the Warner Personal Property, the Empire IV
Personal Property, the Foothill Personal Property, and the Alta Sorrento Personal Property are each individually referred to herein as a “Personal Property” and collectively as the “Personal
Properties.” 
 1.1.3    Space Leases.    All
of the applicable Seller’s rights in: 
 (i)    those certain leases, licenses and
other occupancy agreements covering portions of the Carlton Plaza Real Property which were entered into prior to the date hereof (including all amendments, modifications and supplements thereof), as described in the applicable Rent Roll
(collectively, the “Carlton Plaza Space Leases”), together with (1) all rentals, deposits, receivables, reimbursements and other similar items payable by tenants under such leases, licenses and other occupancy agreements
(the “Carlton Plaza Tenants”); (2) subject to provisions of this Agreement, all claims, demands, causes of action and other rights against Carlton Plaza Tenants and all guarantors of such leases, licenses and other
occupancy agreements; and (3) all security deposits and other collateral relating to such leases, licenses and other occupancy agreements, whether in the form of cash, negotiable instruments, letters of credit, certificates of deposit or other
forms of security (“Security Deposits”). As used in this Agreement, the “Tenants” shall mean each of the tenants, licensees or occupants under the Space Leases. 

(ii)    those certain leases, licenses and other occupancy agreements covering portions of the
Toshiba Real Property which were entered into prior to the date hereof (including all amendments, modifications and supplements thereof), as described in the applicable Rent Roll, collectively the “Toshiba Space Leases”)
together with (1) all rentals, deposits, receivables, reimbursements and other similar items payable by tenants under such leases, licenses and other occupancy agreements (the “Toshiba Tenants”); (2) subject to the
provisions of this Agreement, all claims, demands, causes of action and other rights against Toshiba Tenants and all guarantors of such leases, licenses and other occupancy agreements; and (3) all Security Deposits relating to such leases,
licenses and other occupancy agreements. 
 (iii)    the applicable Rent Roll, those certain
leases, licenses and other occupancy agreements covering portions of the Warner Real Property which were entered into prior to the date hereof (including all amendments, modifications and 

 

 5 








 
supplements thereof), as described in Exhibit C-3, (collectively, the “Warner Space Leases”).together with (1) all rentals, deposits, receivables,
reimbursements and other similar items payable by tenants under such leases, licenses and other occupancy agreements (the “Warner Tenants”); (2) subject to the provisions of this Agreement, all claims, demands, causes of
action and other rights against Warner Tenants and all guarantors of such leases, licenses and other occupancy agreements; and (3) all Security Deposits relating to such leases, licenses and other occupancy agreements. 

(iv)    those certain leases, licenses and other occupancy agreements covering portions of the Empire
IV Real Property which were entered into prior to the date hereof (including all amendments, modifications and supplements thereof), as described in the applicable Rent Roll, (collectively the “Empire IV Space Leases”)
together with (1) all rentals, deposits, receivables, reimbursements and other similar items payable by tenants under such leases, licenses and other occupancy agreements (the “Empire IV Tenants”); (2) subject to
the provisions of this Agreement, all claims, demands, causes of action and other rights against Empire IV Tenants and all guarantors of such leases, licenses and other occupancy agreements; and (3) all Security Deposits relating to such
leases, licenses and other occupancy agreements. 
 (v)    those certain leases, licenses
and other occupancy agreements covering portions of the Foothill Real Property which were entered into prior to the date hereof (including all amendments, modifications and supplements thereof), as described in the applicable Rent Roll,
(collectively the “Foothill Space Leases”) together with (1) all rentals, deposits, receivables, reimbursements and other similar items payable by tenants under such leases, licenses and other occupancy agreements (the
“Foothill Tenants”); (2) subject to the provisions of this Agreement, all claims, demands, causes of action and other rights against Foothill Tenants and all guarantors of such leases, licenses and other occupancy
agreements; and (3) all Security Deposits relating to such leases, licenses and other occupancy agreements. 

(vi)    those certain leases, licenses and other occupancy agreements covering portions of the Alta
Sorrento Real Property which were entered into prior to the date hereof (including all amendments, modifications and supplements thereof), as described in the applicable Rent Roll, (collectively, the “Alta Sorrento Space
Leases”) together with (1) all rentals, deposits, receivables, reimbursements and other similar items payable by tenants under such leases, licenses and other occupancy agreements (the “Alta Sorrento
Tenants”); (2) subject to the provisions of this Agreement, all claims, demands, causes of action and other rights against Alta Sorrento Tenants and all guarantors of such leases, licenses and other occupancy agreements; and
(3) all Security Deposits relating to such leases, licenses and other occupancy agreements. 
 The Carlton Plaza Space Leases, the Toshiba
Space Leases, the Warner Space Leases, the Empire IV Space Leases, the Foothill Space Leases, and the Alta Sorrento Space Leases are collectively referred to herein as the “Space Leases.” As used herein, Rent Roll shall mean
the rent roll applicable to the Real Property in question contained in those three emails from Joseph Mahoney to Brigham Black at approximately 12:10 p.m., 12:12 pm and 12:44 pm on August 6, 2010. 

 

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 1.1.4    Intangible
Properties.    All of the applicable Seller’s rights in: 

(i)    (1) all warranties, guarantees and bonds from third parties, including, without limitation,
contractors, subcontractors, materialmen, suppliers, manufacturers, vendors and distributors; (2) all goodwill relating to the business of owning, operating, maintaining and managing the Carlton Plaza Real Property; (3) any and all trade
names, trademarks, service marks and logos used in conjunction with the ownership, operation and management of the Carlton Plaza Real Property, whether or not registered, and all trademark, service mark, fictitious business name and other
intellectual property registrations or filings with regard to the foregoing, except that in no event shall the items included in this clause (3) include any rights to Seller’s name, the name “Guggenheim Plus Leveraged LLC” or any
other use of the “Guggenheim” name; and (4) all Permits and Entitlements (as hereinafter defined) relating to the Carlton Plaza Real Property (to the extent assignable) (collectively, the “Carlton Plaza Intangible
Property”). As used in this Agreement, the “Permits and Entitlements” shall mean any and all (I) permits, licenses, certificates of occupancy, approvals, authorizations and orders obtained from any
governmental authority and relating to the Real Properties or the business of owning, maintaining and/or managing the Real Properties, including, without limitation, all land use entitlements, development rights, density allocations, certificates of
occupancy, sewer hook-up rights and all other rights or approvals relating to or authorizing the ownership, operation, management and/or development of the Real Properties; (II) all preliminary, proposed and final drawings, renderings, blueprints;
plans and specifications (including, without limitation, “as-built” plans and specifications), and tenant improvement plans and specifications for the Improvements (including, without limitation, “as-built” tenant improvement
plans and specifications); (III) all maps and surveys for any portion of the Real Property; (IV) all any and all other items of the same or similar nature pertaining to the Real Properties, and all changes, additions, substitutions and replacements
for any of the foregoing, free and clear of any and all liens, liabilities, encumbrances, exceptions and claims. 

(ii)    (1) all warranties, guarantees and bonds from third parties, including, without limitation,
contractors, subcontractors, materialmen, suppliers, manufacturers, vendors and distributors; (2) all goodwill relating to the business of owning, operating, maintaining and managing the Toshiba Real Property; (3) any and all trade names,
trademarks, service marks and logos used in conjunction with the ownership, operation and management of the Toshiba Real Property, whether or not registered, and all trademark, service mark, fictitious business name and other intellectual property
registrations or filings with regard to the foregoing, except that in no event shall the items included in this clause (3) include any rights to Seller’s name, the name “Guggenheim Plus Leveraged LLC” or any other use of the
“Guggenheim” name; and (4) all Permits and Entitlements relating to the Toshiba Real Property (collectively, the “Toshiba Intangible Property”). 

(iii)    (1) all warranties, guarantees and bonds from third parties, including, without limitation,
contractors, subcontractors, materialmen, suppliers, manufacturers, vendors and distributors; (2) all goodwill relating to the business of owning, operating, maintaining and managing the Warner Real Property; (3) all trade names,
trademarks, 
  

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service marks and logos used in conjunction with the ownership, operation and management of the Warner Real Property, whether or not registered, and all trademark, service mark, fictitious
business name and other intellectual property registrations or filings with regard to the foregoing, except that in no event shall the items included in this clause (3) include any rights to Seller’s name, the name “Guggenheim Plus
Leveraged LLC” or any other use of the “Guggenheim” name; and (4) all Permits and Entitlements relating to the Warner Real Property (collectively, the “Warner Intangible Property”). 

(iv)    (1) all warranties, guarantees and bonds from third parties, including, without limitation,
contractors, subcontractors, materialmen, suppliers, manufacturers, vendors and distributors; (2) all goodwill relating to the business of owning, operating, maintaining and managing the Empire IV Real Property; (3) any and all trade
names, trademarks, service marks and logos used in conjunction with the ownership, operation and management of the Empire IV Real Property, whether or not registered, and all trademark, service mark, fictitious business name and other intellectual
property registrations or filings with regard to the foregoing, except that in no event shall the items included in this clause (3) include any rights to Seller’s name, the name “Guggenheim Plus Leveraged LLC” or any other use of
the “Guggenheim” name; and (4) all Permits and Entitlements relating to the Empire IV Real Property (collectively, the “Empire IV Intangible Property”). 

(v)    (1) all warranties, guarantees and bonds from third parties, including, without limitation,
contractors, subcontractors, materialmen, suppliers, manufacturers, vendors and distributors; (2) all goodwill relating to the business of owning, operating, maintaining and managing the Foothill Real Property; (3) any and all trade names,
trademarks, service marks and logos used in conjunction with the ownership, operation and management of the Foothill Real Property, whether or not registered, and all trademark, service mark, fictitious business name and other intellectual property
registrations or filings with regard to the foregoing, except that in no event shall the items included in this clause (3) include any rights to Seller’s name, the name “Guggenheim Plus Leveraged LLC” or any other use of the
“Guggenheim” name; and (4) all Permits and Entitlements relating to the Foothill Real Property (collectively, the “Foothill Intangible Property”). 

(vi)    (1) all warranties, guarantees and bonds from third parties, including, without limitation,
contractors, subcontractors, materialmen, suppliers, manufacturers, vendors and distributors; (2) all goodwill relating to the business of owning, operating, maintaining and managing the Alta Sorrento Real Property; (3) any and all trade
names, trademarks, service marks and logos used in conjunction with the ownership, operation and management of the Alta Sorrento Real Property, whether or not registered, and all trademark, service mark, fictitious business name and other
intellectual property registrations or filings with regard to the foregoing, except that in no event shall the items included in this clause (3) include any rights to Seller’s name, the name “Guggenheim Plus Leveraged LLC” or any
other use of the “Guggenheim” name; and (4) all Permits and Entitlements relating to the Alta Sorrento Real Property (collectively, the “Alta Sorrento Intangible Property”). 

 

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 (vii)    The Carlton Plaza Space Intangible Property,
the Toshiba Intangible Property, the Warner Intangible Property, the Empire IV Intangible Property, the Foothill Intangible Property, and the Alta Sorrento Intangible Property are collectively referred to herein as the “Intangible
Properties.” 
 1.2    Property Pool B.    The Carlton Plaza
Real Property, the Carlton Plaza Personal Property, the Carlton Plaza Space Leases, and the Carlton Plaza Intangible Property are collectively referred to herein as the “Carlton Plaza Property”. The Toshiba Real Property, the Toshiba
Personal Property, the Toshiba Space Leases, and the Toshiba Intangible Property are collectively referred to herein as the “Toshiba Property”. The Warner Real Property, the Warner Personal Property, the Warner Space Leases, and the Warner
Intangible Property are collectively referred to herein as the “Warner Property”. The Empire IV Real Property, the Empire IV Personal Property, the Empire IV Space Leases, and the Empire IV Intangible Property are collectively referred to
herein as the “Empire IV Property”. The Foothill Real Property, the Foothill Personal Property, the Foothill Space Leases, and the Foothill Intangible Property are collectively referred to herein as the “Foothill Property”. The
Alta Sorrento Real Property, the Alta Sorrento Personal Property, the Alta Sorrento Space Leases, and the Alta Sorrento Intangible Property are collectively referred to herein as the “Alta Sorrento Property”. The Carlton Plaza Property,
the Toshiba Property, the Warner Property, the Empire IV Property and the Foothill Property are each individually referred to in this Agreement as a “Property” and are collectively referred to in this Agreement as the
“Properties”. The Real Properties, Personal Properties, Space Leases, and Intangible Properties are hereinafter collectively referred to as “Property Pool B.” 

1.3    Property Pool A.    Concurrent with the execution of this Agreement,
Purchaser will enter into that certain Sale, Purchase and Escrow Agreement (Property Pool A) (the “Property Pool A Agreement”) with certain other entities directly or indirectly owned and/or controlled by Guggenheim Plus Leveraged LLC, a
Delaware limited liability company (“Plus LLC”) or its affiliates. 
 ARTICLE II 

PURCHASE PRICE 

2.1    Price.    In consideration of the covenants herein contained, Sellers hereby
agree to sell and Purchaser hereby agrees to purchase Property Pool B for a total purchase price of One Hundred Thirty-Three Million Six Hundred Seventy-Five Thousand Six Hundred and Fifty Eight Dollars ($133,675,658) (the “Purchase
Price”); provided that if the Purchase Price does not include the Common Equity B Portion paid in shares of Common Stock pursuant to either Section 2.1.4 or 16.9 below, then the Purchase Price shall be reduced to One Hundred Thirty Three
Million Five Hundred Thousand Dollars ($133,500,000). The Purchase Price shall be allocated among the properties in Property Pool B as set forth in Exhibit D (the “Allocation of Values”) and shall be paid by Purchaser as follows:

 2.1.1    Initial Deposit.    Purchaser has delivered
concurrently with its execution of this Agreement, or will deliver within two (2) business days, to Escrow Agent by bank 
  

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wire of immediately available funds the sum of One Million Two Hundred Ninety Thousand Dollars ($1,290,000) (the “Initial Deposit”). 

2.1.2    Second Deposit.    Upon the earlier of (i) two
(2) business days after the Due Diligence Period Expiration Date, and (ii) one (1) day prior to the date upon which Purchaser issues or files a public disclosure of its intent to acquire Property Pool B, Purchaser shall deliver to
Escrow Agent by bank wire of immediately available funds the sum of Two Million Five Hundred Eighty Thousand Dollars ($2,580,000) (the “Second Deposit”). The First Deposit and the Second Deposit are hereinafter collectively
referred to as the “Deposit”. 
 2.1.3    Balance of Purchase
Price.    Purchaser shall, on or prior to 12:00 p.m. (California time) on the business day prior to Closing (as defined in Section 6.1) (or, at Purchaser’s option, the Escrow Agent and Title Company shall close
pursuant to a so-called “New York” style closing where the transaction can close and funds can be wired prior to the actual recording of documents, in which event on or prior to 12:00 p.m. (California time) on the day of Closing), deliver
to Escrow Agent, by bank wire transfer of immediately available funds, a sum equal to: (i) the balance of the Purchase Price, (ii) less the Common Equity B Portion (as defined below) to be delivered at Closing pursuant to
Section 2.1.4, (iii) less the First Purchaser Extension Payment (as defined in Section 6.2), if any, and (iv) less a credit to Purchase equal to the then outstanding principal balance of any Assumed Loan together with any accrued
but unpaid interest charges or other fees. The balance of the Purchase Price received by Sellers at Closing shall be adjusted to reflect prorations and other adjustments pursuant to Section 7.1 and Section 2.3. 

2.1.4    Common Equity B Portion.    At Closing, Purchaser shall
deliver to Escrow Agent, in the form of shares of common stock in Pacific Office Properties Trust, Inc., an affiliate of Purchaser (the “REIT”) (the “Common Stock”), with a value equal to Three Million
Five Hundred Thirteen Thousand One Hundred Fifty Eight Dollars ($3,513,158) (the “Common Equity B Portion”). Sellers shall be prohibited from selling, transferring, distributing or otherwise disposing of the Common Stock for
one hundred and eighty (180) days after the date of Closing, without the prior consent of Purchaser, which consent with respect to transfers to affiliates of the Seller shall not be unreasonably withheld, conditioned or delayed. The number of shares
Sellers will receive will be equal to the quotient obtained by dividing (A) the Common Equity B Portion by (B) the gross price per share at which Common Stock is sold in the Common Stock Follow-on Offering (as defined below), and rounded down
to the nearest whole number of shares, with the balance of the Purchase Price under clause (i) of Section 2.1.3 above calculated to include an amount equal to the value of such fractional share. Notwithstanding the foregoing, in the
event the Common Stock Follow-on Offering (x) is not completed prior to the Closing, (y) occurs but is not widely marketed such that the price per share of Common Stock sold in the Common Stock Follow-on Offering is not a fair market value
price for a share of Common Stock, or (z) does not raise gross proceeds equal to at least One Hundred Million Dollars ($100,000,000), Seller shall have the right, in its sole discretion, to require Purchaser to pay all of the Purchase Price in
cash or other immediately available funds, subject to the terms of this Agreement. The “Common 
  

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Stock Follow-on Offering” means a registered offering of Common Stock conducted by the Purchaser prior to the Closing, which is currently contemplated to be a Three Hundred
Twenty-Five Million Dollar ($325,000,000) offering of shares of Common Stock. 

2.2    Investments.    Following the collection of the Deposit, Escrow Agent shall,
at the direction of Purchaser, invest the Deposit in: 
 (i)    obligations of the United
States government, its agencies or independent departments; 
 (ii)    certificates of
deposit issued by a banking institution whose principal office is in New York City with assets in excess of $1 billion; or 

(iii)    an interest-bearing account of a banking institution whose principal office is in New York
City with assets in excess of $1 billion. 
 No investment of the Deposit shall have a maturity date beyond the Final Closing Date (as defined
in Section 6.1). 
 2.3    Interest on the Deposit.    Any
interest earned on the Deposit shall be credited and delivered to the party receiving the Deposit, provided, however, that if the transaction closes, at Closing any interest earned on the Deposit shall be credited to Purchaser by applying the same
against the Purchase Price. 
 ARTICLE III 

CONDITIONS TO THE PARTIES’ OBLIGATIONS 

3.1    Conditions to Purchaser’s Obligation to Purchase.    Purchaser’s
obligation to purchase is expressly conditioned upon each of the following: 

3.1.1    Performance by Seller.    Performance in all material
respects of the obligations and covenants of, and deliveries required of, each Seller hereunder. 

3.1.2    Delivery of Title and Possession.    Delivery at the
Closing of (i) the Deed (as defined in Section 4.2.1) and (ii) possession as provided in Section 15.1 for each of the Real Properties. 

3.1.3    Title Insurance.    For each Real Property, delivery at
the Closing of an ALTA extended coverage owner’s policy of title insurance (ALTA 2006 Owner’s Form) (each, a “Title Policy”), or an irrevocable commitment to issue the same, with liability in the amount of the
portion of the Purchase Price allocated to such Real Property in Exhibit D issued by First American Title Insurance Company (the “Title Company”), insuring that fee title to such Real Property vests in Purchaser
subject to the Permitted Encumbrances (as defined in Section 4.2.1). At its option, Purchaser may direct the Title Company to issue additional title insurance endorsements if Purchaser pays for the extra cost of such additional
endorsements, provided that the Title Company’s failure to issue 
  

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any such additional endorsements shall not affect Purchaser’s obligations under this Agreement. 

3.1.4    Seller’s Representations.    The representations and
warranties by each Seller set forth in Section 11.1 being true and correct in all material respects as of the Closing except as modified by notice (in accordance with Section 11.1) to which Purchaser does not object in
writing by the later of (i) three business days after receipt thereof or (ii) the end of the Investigation Period. 

3.1.5    Tenant Estoppels.    Delivery not earlier than ten
(10) days prior to the Closing of an estoppel certificate executed by the Tenant and each guarantor of the applicable Lease, if any, consistent with the terms of the applicable Space Lease with the applicable Seller, the materials delivered by
Seller to Purchaser pursuant to Section 5.1 below, and the representations and warranties made by the Sellers pursuant to this Agreement, or otherwise reasonably acceptable to Purchaser (each, a “Tenant Estoppel
Certificate”), dated effective no earlier than September 1, 2010, from each Tenant occupying ten percent (10%) or more of the rentable area of any Real Property, and from Tenants collectively occupying at least seventy percent
(70%) of the leased square footage of all of the Real Properties. Seller shall use good faith efforts to obtain such Tenant Estoppel Certificates in the form attached hereto as Exhibit M unless the applicable Lease requires a specific
form. If requested by Purchaser, Seller shall use reasonable efforts in good faith to obtain an updated Tenant Estoppel Certificate from any Tenant who has executed and delivered a Tenant Estoppel Certificate pursuant hereto which is dated no
earlier than September 1, 2010 but more than thirty (30) days prior to the Closing, but obtaining such an updated Tenant Estoppel Certificate shall not be a condition to the Closing. Upon Purchaser’s request, each Seller shall
cooperate with Purchaser in obtaining subordination and attornment agreements from Tenants, provided that in no event shall any Seller be required to incur any liability or expense in furtherance of this effort, nor shall the receipt of such
agreements be a condition to the Closing hereunder. 
 3.1.6    Loan
Assumption.    For each Loan (other than Loans which Purchaser has elected to pay off pursuant to Section 5.4.4 hereof) (collectively the “Assumed Loans”), consent by the applicable Lender to
the assumption of the Loan by Purchaser in accordance with Section 5.4 (the “Loan Assumption Condition”). 

3.2    Conditions to Seller’s Obligation to Sell.    Each Seller’s
obligation to sell is expressly conditioned upon each of the following: 

3.2.1    Performance by Purchaser.    Performance in all material
respects of the obligations and covenants of, and deliveries required of, Purchaser hereunder. 

3.2.2    Receipt of Purchase Price.    Receipt of the Purchase
Price and any adjustments due Sellers under Article VII at the Closing in the manner herein provided. 

3.2.3    Loan Assumption.    Satisfaction of the Loan Assumption
Condition. 
  

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 3.3    Failure of Condition.    In the
event that any condition set forth in Section 3.1 is not satisfied or waived on or as of the Closing, the sole right of Purchaser shall be to either (a) terminate this Agreement by delivering written notice of such termination to Sellers,
in which event the Deposit shall be returned to Purchaser and the parties shall have no further obligations or liabilities to the other hereunder, except as expressly provided for in this Agreement, provided that if the failure of such condition is
due to the breach or default by any of the Sellers, Purchaser shall be entitled to the rights and remedies specified in Section 10.3 below or (b) waive the satisfaction of such condition or conditions and proceed to Closing in accordance
with and subject to the terms of this Agreement; provided, however, that the foregoing shall not relieve any Seller of any liability to Purchaser for the breach of any representation or warranty or covenant set forth in this Agreement or waive or
impair any rights of Purchaser pursuant to Section 10.3 below. 
 ARTICLE IV 

PURCHASER’S DELIVERIES AND SELLER’S DELIVERIES TO ESCROW AGENT 

4.1    Purchaser’s Deliveries.    Purchaser shall, at or before the Closing,
deliver to Escrow Agent each of the following: 
 4.1.1    Purchase
Price.    The Purchase Price as set forth in Article II. 

4.1.2    Bill of Sale, Assignment and Assumption and Seller Space
Lease.    Four (4) executed counterparts of a bill of sale (the “Bill of Sale”) in the form of Exhibit E with respect to each of the Personal Properties, four (4) executed
counterparts of the Assignment and Assumption Agreement (the “Assignment and Assumption”) in the form of Exhibit L for each of the Properties, and four (4) executed counterparts of the Seller Space Lease (as
hereinafter defined). 
 4.1.3    Closing Statement.    An
executed settlement statement reflecting the prorations and adjustments required under Article VII. 

4.1.4    Closing Documents.    Any additional tax forms,
recordation forms, 1099s or other documents as may be reasonably required by the Seller or the Title Company to consummate the transaction contemplated by this Agreement, which may include, without limitation, if the Closing is a so-called “New
York” style closing where the transaction can close and funds can be wired prior to the actual recording of documents, such additional documents as may be reasonably required by Seller or Title Company in connection with such “New
York” style closing. 
 4.1.5    Cash –
Prorations.    The amount, if any, required of Purchaser under Article VII. 

4.1.6    Assumption Documents.    Executed counterparts of the
Acceptable Assumption Documents. 
 4.2    Seller’s
Deliveries.    Sellers shall, at or before the Closing, deliver to Escrow Agent each of the following: 
  

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 4.2.1    Deed.    A
grant deed and separate statement of documentary transfer tax (collectively, the “Deed”) in substantially the same form as set forth in Exhibit F with respect to each Real Property, executed and acknowledged by the
applicable Seller, pursuant to which such Seller shall convey title to such property subject to the following (collectively, the “Permitted Encumbrances”): 

(1)    Non-delinquent real property taxes and all assessments and unpaid installments thereof which
are not delinquent. 
 (2)    Any other lien, encumbrance, easement or other exception or
matter voluntarily imposed or consented to by Purchaser prior to or as of the Closing. 

(3)    All exceptions (including printed exceptions) to title contained or disclosed in the Title
Report (as defined in Section 5.1.1) other than Title Objections (as defined in Section 5.3.1) identified and not thereafter waived by Purchaser. 

(4)    All matters, rights and interests that are disclosed by the “Surveys”
(as hereinafter defined) other than Title Objections identified and not thereafter waived by Purchaser. Purchaser covenants to hereafter obtain, at Purchaser’s sole cost, ALTA surveys of the Real Property in a form sufficient to allow issuance
of the Title Policy without a general survey exception (each, a “Survey” and collectively, the “Surveys”), either by preparation of a new survey or update of an existing survey. 

4.2.2    Bill of Sale, Assignment and Assumption and Seller Space
Lease.    Four (4) executed counterparts of the Bill of Sale for each of the Personal Properties, four (4) executed counterparts of the Assignment and Assumption for each of the Properties, and four
(4) executed counterparts of the Seller Space Lease. 
 4.2.3    FIRPTA
Affidavit.    Four (4) executed copies of an affidavit in the form of Exhibit F with respect to the Foreign Investment in Real Property Tax Act for each Seller. 

4.2.4    Closing Statement.    An executed settlement statement
reflecting the prorations and adjustments required under Article VII. 

4.2.5    Closing Documents.    Any additional tax forms,
recordation forms, 1099s or other documents as may be reasonably required by the Purchaser or the Title Company to consummate the transaction contemplated by this Agreement, which may include, without limitation, if the Closing is a so-called
“New York” style closing where the transaction can close and funds can be wired prior to the actual recording of documents, a customary “gap indemnity” agreement and such other additional documents as may be reasonably required
by Seller or Title Company in connection with such “New York” style closing. 
  

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 4.2.6    Cash –
Prorations.    The amount, if any, required of Sellers under Article VII. 

4.2.7    California Form 593-C.    Four (4) executed
certifications certifying that each Seller is exempt from California withholding. 

4.2.8    Owner’s Affidavit.    An executed copy of an
affidavit in substantially the same form as Exhibit H from each Seller with respect to the Real Property owned by such Seller. 

4.2.9    Assumption Documents.    Executed counterparts of the
Acceptable Assumption Documents. 
 4.3    Failure to Deliver.    The
failure of Purchaser or Sellers to make any delivery required above by and in accordance with this Article IV which is not waived by the other party shall constitute a default hereunder by Purchaser or Seller, as applicable. 

ARTICLE V 

INVESTIGATION OF PROPERTY 

5.1    Delivery of Documents.    For each of the Real Properties, the applicable
Seller has heretofore delivered, or caused to be delivered, or made available to Purchaser all of the items specified on Exhibit I and shall also deliver the following: 

5.1.1    Preliminary Title Report.    A current preliminary title
report covering the Real Property issued by the Title Company, together with copies of all documents referred to as exceptions therein (collectively, a “Title Report”). 

5.1.2    Natural Hazard Disclosure Reports.    Natural hazard
disclosure reports covering the Real Property, which shall be countersigned and returned to such Seller prior to the expiration of the Due Diligence Period. 

If requested by any Seller, Purchaser shall provide written verification of its receipt of those items listed in this Section 5.1.

 5.2    Physical Inspection of Property.    Purchaser acknowledges that
prior to execution of this Agreement, Purchaser and Purchaser’s engineers, architects or other employees and agents were allowed reasonable access to each Real Property pursuant to the terms of that certain Property Access Agreement between
Plus LLC and Purchaser dated June 25, 2010 (the “Access Agreement”) for the limited purposes provided therein, which Access Agreement is hereby agreed to be extended so as to expire upon the Closing or earlier termination of this
Agreement. 
 5.3    Due Diligence Period.    Purchaser shall have until
5:00 p.m. (California time) on August 31, 2010 (the “Due Diligence Period Expiration Date”) to make the following investigations: 
  

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 5.3.1     Title and Survey.
    Purchaser shall have until 5:00 p.m. on the Due Diligence Period Expiration Date to notify Sellers of any objections (the “Title Objections”) with respect to the Title Report and Survey for each Real
Property based on its review thereof. If Purchaser does not give such notice, such failure shall be conclusively deemed to be full and complete approval of such Real Property’s Title Report and Survey and any matter disclosed therein (or any
matter that would be disclosed by an update of such reports through the date hereof). If Purchaser does give such notice, each applicable Seller shall have five (5) days after receipt thereof to notify Purchaser that such Seller (a) will
cause or (b) elects not to cause any or all of the Title Objections disclosed therein to be removed or insured over by the Title Company. Seller’s failure to notify Purchaser within such five (5) day period as to any Title Objection
shall be deemed an election by Seller not to remove or have the Title Company insure over such Title Objection. If Seller notifies or is deemed to have notified Purchaser that Seller shall not remove nor have the Title Company insure over any or all
of the Title Objections, Purchaser shall have five (5) days after receipt to (i) terminate this Agreement or (ii) waive such Title Objections and proceed to Closing without any abatement or reduction in the Purchase
Price on account of such Title Objections. If Purchaser does not give such notice prior to the Due Diligence Period Expiration Date, Purchaser shall be deemed to have elected not to waive such Title Objections and terminate this Agreement.
Notwithstanding the foregoing, Seller shall be obligated to (i) payoff any existing mortgage encumbering the Property; (ii) cure any other title objection that can be cured without the consent of the lien holder with the payment of monies,
and (iii) cure any Title Objections that resulted from Seller’s voluntary actions after the date hereof. 

5.3.2     General Investigation.     In addition, Purchaser shall
have from the date hereof until 5:00 p.m. (California time) on the Due Diligence Period Expiration Date to notify Seller that, as a result of Purchaser’s review of any documents (other than the Title Report or the Survey) or Purchaser’s
investigation of the Real Properties, Purchaser elects, in Purchaser’s sole and absolute discretion, to terminate this Agreement. If Purchaser fails to give notice of Purchaser’s election to waive its right to terminate pursuant to this
Section 5.3.2 and proceed with the purchase of the Property Pool B subject to the remaining terms and conditions specified in this Agreement (“Purchaser’s Notice to Proceed”) prior to the Due Diligence Period
Expiration Date, such failure shall be conclusively deemed to constitute Purchaser’s election to terminate this Agreement pursuant to this Section 5.3.2. If Purchaser delivers Purchaser’s Notice to Proceed prior to the Due
Diligence Period Expiration Date, such delivery shall be deemed to constitute Purchaser’s full and complete waiver of Purchaser’s right to terminate this Agreement pursuant to this Section 5.3.2. 

5.4     Loan Assumption. 

5.4.1     Description of Loans.   In connection with its acquisition of
Property Pool B (excluding those Loans which Purchaser has elected to prepay pursuant to Section 5.4.4 hereof), the applicable Purchaser of each Property shall assume all of Sellers’ obligations under: 

 

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 (a)     that certain loan described on Schedule 5.4 to Carlton
Plaza Seller (the “Carlton Plaza Loan”), as evidenced by these documents described on Schedule 5.4 (collectively, the “Carlton Plaza Loan Documents”); 

(b)     that certain loan described on Schedule 5.4 to Toshiba Seller (the “Toshiba
Loan”), as evidenced by these documents described on Schedule 5.4 (collectively, the “Toshiba Loan Documents”); 

(c)     that certain loan described on Schedule 5.4 to Warner Seller (the “Warner
Loan”), as evidenced by these documents described on Schedule 5.4 (collectively, the “Warner Loan Documents”)(acknowledging that the portion of the Warner Real Property owned by Warner Califa and Warner
Desoto is not subject to the Warner Loan and shall be conveyed at Closing without any monetary encumbrances) 
 (d)
    that certain loan described on Schedule 5.4 to Empire IV Seller (the “Empire IV Loan”), as evidenced by these documents described on Schedule 5.4 (collectively, the “Empire IV
Loan Documents”); 
 (e)     that certain loan described on Schedule 5.4 to Foothill
Seller (the “Foothill Loan”), as evidenced by these documents described on Schedule 5.4 (collectively, the “Foothill Loan Documents”); and 

(f)     that certain loan described on Schedule 5.4 to Alta Sorrento Seller (the “Alta Sorrento
Loan”), as evidenced by these documents described on Schedule 5.4 (collectively, the “Alta Sorrento Loan Documents”). 

The Carlton Plaza Lender, the Toshiba Lender, the Warner Lender, the Empire IV Lender, the Foothill Lender, and the Alta Sorrento Lender (as each term is
defined on Schedule 5.4) are each individually referred to as a “Lender” and collectively referred to as the “Lenders.” The Carlton Plaza Loan, the Toshiba Loan, the Warner Loan, the Empire IV
Loan, the Foothill Loan, and the Alta Sorrento Loan are each individually referred to as a “Loan” and collectively referred to as the “Loans.” The Carlton Plaza Loan Documents, the Toshiba Loan
Documents, the Warner Loan Documents, the Empire IV Loan Documents, the Foothill Loan Documents, and the Alta Sorrento Loan Documents are collectively referred to as the “Loan Documents.” 

5.4.2     Consent of Lender.     Each Seller and Purchaser
acknowledge that the consent of the applicable Lender is required for the sale of the applicable Real Property to Purchaser and the assumption of the applicable Loan by Purchaser or an assignee of Purchaser as provided herein. With respect to each
Loan, Purchaser and Seller agree to cooperate in good faith to obtain the Lender’s consent to the assumption of the Loan by Purchaser or an assignee of Purchaser as provided herein. If required, Purchaser agrees to (i) form a single
purpose entity (consistent with the terms, if any, of the applicable Loan Documents or as otherwise reasonably required by the Lender consistent with securitization requirements and in a manner that does not impose additional burden, obligation, or
liability on Purchaser) to acquire the Real Property and assume all of Seller’s obligations under the Loan Documents to which Seller is a party; and (ii) provide an entity with commercially reasonable creditworthiness to assume all
obligations of the 
  

 17 








 
Guggenheim Plus LLC under any guarantees or indemnities entered into in connection with the Loans relating to the period from and after the Closing, which if required by the holder of such Loan,
shall be Pacific Office Properties, L.P., a Delaware limited partnership (“POP LP”). Seller makes no representation or warranty with respect to Purchaser’s ability to assume the Loan, but Seller agrees to reasonably
cooperate with Purchaser and the Lender in obtaining requisite Lender consent and to provide the Lender all information reasonably requested by the Lender. The consent to each Loan shall be evidenced at Closing by assumption documents which:
(a) consent to the assumption of the obligations under the Loan Documents by Purchaser for all purposes under the Loan Documents; (b) release Seller and Plus LLC from any and all obligations under the Loan Documents arising with respect to
the period from and after the date of the Closing, provided that if such a release is not approved by the applicable Lender, Purchaser, at Purchaser’s option, may satisfy the requirements of this clause (b) by agreeing to provide an
indemnity to Seller and Plus LLC from POP LP, in a commercially reasonable form with respect to liabilities under the Loan Documents arising with respect to the period from and after the date of the Closing; and (c) shall not impose any
obligations on Purchaser or, subject to this Section 5.4.2, impose any additional burdens on Purchaser, or any affiliates not contained in the Loan Documents, nor amend any provision of the Loan Documents in any adverse manner or
otherwise adversely change the existing terms of the Loan except as may be requested by Purchaser; (collectively, “Acceptable Assumption Documents”). Purchaser’s obligations hereunder shall not be contingent upon
modifications to the Loan Documents not consistent with the terms set forth in the definition of Acceptable Assumption Documents; provided, however, that Seller acknowledges that Purchaser may request certain modifications to the Loan Documents to
reflect Purchaser’s organizational structure and non-economic terms (such as transfer rights) required as a result of such structure and consenting to Purchaser’s replacement property manager and that Lenders’ agreement to such
requested changes are conditions precedent to Purchaser’s obligations to assume the Loan. In the event any Lender has failed to consent to the sale and assumption and to agree to enter into Acceptable Assumption Documents with respect to any
Assumed Loan all in accordance with the terms of this Agreement on or before the expiration of the Extension Period (as defined in Section 6.3), the applicable Property shall not be included in the Property Pool B to be purchased at the
Closing and the prorated stated portion of the Deposit (based on allocated Purchase Price) shall be refunded to Purchaser. 

5.4.3     Costs and Fees.     Purchaser shall be responsible for
all fees and costs related to the Loan assumptions excluding any Principal Pay Down (as hereinafter defined) but including any yield maintenance, prepayment fees, paid out fees or similar amounts payable in connection with any Principal Pay Down;
provided, however, that in the event the aggregate assumption fees and costs payable by Purchaser exceed 1.25% of the aggregate outstanding balance of the Loans, Purchaser shall notify Seller by the later of (a) within thirty (30) days of
determining that such excess amount is payable, or (b) fifteen (15) days prior to the Closing, whether or not Purchaser elects to pay such excess. If Purchaser does not elect to pay such excess, Seller may elect, within fifteen
(15) days thereafter (such fifteen (15) day period is referred to herein as the “Seller Election Period”), by written notice to Purchaser (the “Seller Election Notice”), to pay such excess.
In the event Seller fails to agree to pay such excess in such written notice 
  

 18 








 
delivered within such fifteen (15) day period, then Purchaser may elect, by the later to occur of (i) within fifteen (15) days following the expiration of the Seller Election
Period, or (ii) fifteen (15) days prior to the Closing, not to acquire the Real Property or Real Properties having the largest assumption fees (based on percentage of Loan amount) until the aggregate assumption fees are less than 1.25% of
the aggregate outstanding balance of the Loans. To the extent one or more of the Lenders conditions its/their approval of a Loan assumption upon the pay down of a portion of the outstanding principal amount of the Loan(s) (such required principal
payment (excluding any yield maintenance, prepayment fees, paid out fees or similar amounts payable in connection therewith) the “Principal Pay Down”), Purchaser shall be responsible for such Principal Pay Down; provided,
however, in no event shall Purchaser be obligated to fund Principal Pay Downs (in the aggregate with respect to all of the Assumed Loans) in excess of 15% of the aggregate principal balance of the Assumed Loans. 

5.4.4     Election to Payoff.    Notwithstanding anything to the
contrary contained in this Agreement, Purchaser may elect at any time to cause any Loan to be paid off in full at Closing in lieu of Purchaser assuming such Loan. In the event the Purchase elects to pay off a Loan, Purchaser shall provide Seller
with notice of such intent and shall be responsible for satisfying any loan requirements, and for paying any and all fees, cost and expenses, in connection such pay off, including, without limitation, paying yield maintenance, prepayment fees,
defeasance costs and any other fees cost and expenses and complying with any notice and defeasance requirements in connection with such payoff. In addition, Purchaser shall have the right, but not the obligation, to acquire the portion of the Warner
Real Property that is not subject to the Warner Loan in the event the consent to the assumption of the Warner Loan is not obtained pursuant to the terms hereof. 

5.5     Effect of Termination.   If Purchaser terminates this Agreement in accordance with
Section 5.3, all further rights and obligations of the parties shall cease and terminate without any further liability of either party to the other (except those obligations which are specifically provided to survive such termination as
provided in this Agreement), and Escrow Agent shall immediately refund the Deposit to Purchaser. 

5.6     No Obligation to Cure.   Except as expressly otherwise provided in Section 5.3.1
above or elsewhere in this Agreement, nothing contained in this Agreement or otherwise shall require any Seller to render its title marketable or to remove or correct any exception or matter disapproved by Purchaser or to spend any money or incur
any expense in order to do so. 
 ARTICLE VI 

THE CLOSING 

6.1     Date and Manner of Closing.    Escrow Agent shall close the escrow (the
“Closing”) within ten (10) days after receiving notice from Sellers that all conditions to closing contained in this Agreement have been satisfied (or deemed satisfied) or waived in writing, but in no event shall the Closing occur
later than 1:00 p.m. (California time) on September 30, 2010 (the “Final Closing Date”), time being of the essence (subject only to the provisions of Section 6.2 below and Sellers’ express rights of remedy or cure provided
herein, in which event Seller 
  

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will give Purchaser not less than three (3) business days notice of the date of Closing), by recording and delivering all documents and funds as set forth in Article VIII. 

6.2     First Purchaser Extension.   Purchaser may elect to extend the Final Closing Date for
up to thirty (30) days (the “First Purchaser Extension”) upon delivering written notice to Sellers and Escrow Agent of such election not less than three (3) business days before the date of Closing, and concurrently delivering to
Escrow Agent by bank wire of immediately available funds the sum of Six Hundred and Forty-Five Thousand Dollars ($645,000) (the “First Purchaser Extension Payment”). The First Purchaser Extension Payment shall be included within the
meaning of “Deposit” and shall be applied to the Purchase Price at Closing. 
 6.3    
Extension Period.   Notwithstanding the foregoing, in the event that all of the conditions to Closing set forth in Section 3.1 except the Loan Assumption Condition have been satisfied (or deemed satisfied) or waived in
writing by Purchaser on or before the Final Closing Date, then either Purchaser or Seller may elect to extend the deadline for Closing on one or more of the Real Properties for which the Loan Assumption Condition has not been satisfied for up to
sixty (60) days (the “Extension Period”) in order for the parties and the applicable Lender(s) to work in good faith toward satisfaction of the Loan Assumption Condition; provided, however, that such extension may only be
exercised if in the reasonable discretion of the party exercising such extension option, the Lender(s) with respect to such Real Properties is/are still working in good faith towards satisfaction of the Loan Assumption Condition. If, upon expiration
of the Extension Period, the Loan Assumption Condition has still not been satisfied with respect to any Real Property, the applicable Property shall not be included in the Property Pool B to be purchased at Closing and the prorated portion of the
Deposit (based on allocated Purchase Price) shall be refunded to Purchaser, in accordance with Section 5.4.2. However, notwithstanding anything to the contrary contained in this Agreement, in no event shall Purchaser or Seller be obligated to
further extend the Closing for any Property beyond the Final Closing Date, as the same may be extended pursuant to Section 6.2 above and as extended by the Extension Period, if applicable, pursuant to this Section 6.3, for any reason
(including, without limitation, inability to satisfy the Loan Assumption Condition). 
 ARTICLE VII 

PRORATION, FEES, COSTS AND ADJUSTMENTS 

7.1     Prorations. 

(a)     Prorations and Adjustments.   The following adjustments and prorations shall be made as of
12:01 a.m. on the day on which the Closing occurs (“Proration Date”), as though Purchaser held title to the Properties throughout the entire day in which the Closing occurs. Such adjustments and prorations shall be made on
the basis of: (i) a 365-day year with respect to Taxes (as hereinafter defined) as provided in Section 7.1(a)(iii) hereof; and/or (ii) the number of days in the calendar month in which the Closing occurs with respect to
Revenues (as hereinafter defined) and Operating Expenses (as hereinafter defined) as provided in Sections 7.1(a)(i) and (ii), respectively, hereof, subject to the following provisions: 

 

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 (i)     Revenues.   All rentals, receipts and other
revenues (including, but not limited to, reimbursements for Property Expenses (as hereinafter defined), common area maintenance, real and personal property taxes, insurance and other operating expense reimbursements, if applicable, but excluding
percentage rent, if applicable) (collectively, the “Revenues”), billed to Tenants by the Sellers as of the Closing, but which are properly allocable to the period after the Proration Date, shall be credited to Purchaser at
the Closing. To the extent there are any Revenues owing to Seller as of the Closing which relate to periods of time prior to the Proration Date, but which have not actually been collected by Seller as of the Closing (“Delinquent
Revenues”), Purchaser shall not be obligated to pay to Seller (or give Seller a credit for), the amount of such Delinquent Revenues on the Closing. All Revenues which are received by Seller or Purchaser subsequent to the Closing Date
shall be applied: first, to amounts due to Purchaser; and second, to Delinquent Revenues due to Seller. Seller and Purchaser hereby agree to promptly remit to the other the amount of any Revenues received and owing to each other pursuant to the
provisions of this Section 7.1(a)(i). Notwithstanding any provision of this Section 7.1 to the contrary, Seller retains its rights to recover Delinquent Revenues, including, without limitation, the right to collect (provided,
however, Seller shall not have the right to file and maintain a lawsuit or other legal proceeding against a delinquent Tenant or evict a delinquent Tenant) the same from delinquent Tenants and/or third parties responsible for payment of such
Delinquent Revenues. Purchaser, at no cost and expense to Purchaser, shall use commercially reasonable efforts (provided such commercially reasonable efforts shall not include an obligation to file and maintain a lawsuit or other legal proceeding
against a delinquent Tenant or other third party or to evict a delinquent Tenant) to enforce the provisions of the Leases which require the Tenants to pay to Seller such Delinquent Revenues and to bill such Delinquent Revenues for a period of six
(6) months. 
 (ii)     Operating Expenses.     All costs, fees and
expenses (other than management fees and salaries) relating to the operation, management and repair of the Properties, excluding Leasing Commissions and Tenant Inducement Costs (as such terms are hereinafter defined) and Taxes (collectively, the
“Operating Expenses”), shall be prorated between Seller and Purchaser at the Closing as of the Proration Date. 

(iii)     Real and Personal Property Taxes.   (A) All general and special real and personal
property taxes and assessments (collectively, the “Taxes”) with respect to the Properties, based on the regular tax bill for the current fiscal year (or, if such tax bill has not been issued as of the date of the Closing, the
regular tax bill for the fiscal year preceding the current fiscal year) shall be prorated between Seller and Purchaser at the Closing as of the Proration Date. Without limiting the foregoing, any and all accrued and unpaid supplemental or special
real property taxes or assessments that relate to any time period prior to the Proration Date shall be the responsibility of Seller and, if not paid prior to or at Closing, shall be credited to the Purchaser at Closing, and any and all supplemental
or special real property taxes or assessments that relate to any time period on or after the Proration Date shall be the responsibility of Purchaser and if paid by Seller prior to or at Closing, shall be credited to Seller at Closing. Without
limiting the foregoing, in the event any supplemental or special real property taxes or assessments are levied prior to Closing, but are due and payable in one or more installments subsequent to the Closing, such supplemental or special real
property taxes or assessments shall be allocated on a pro rata basis over the applicable payment period in question and prorated between Seller and Purchaser as of the Proration Date. Notwithstanding any of the terms and

  

 21 








 
conditions to the contrary contained in this Section 7.1(a)(iii), in the event any such Taxes are paid for directly by the Tenants to the applicable taxing authorities, such Taxes
shall not be prorated between Seller or Purchaser. 
 (iv)     Percentage Rent.   Any
percentage rent payable under each Lease for the year in which the Closing occurs shall be prorated between Seller and Purchaser as of the Proration Date. Seller and Purchaser acknowledge that sufficient information to enable Seller and Purchaser to
prorate percentage rent will not be available as of the Closing. Accordingly, the proration contemplated in this Section 7.1(a)(iv) shall be conducted subsequent to the Closing pursuant to Section 7.1(d) hereof. 

(b)     Property Expense Pass-Throughs.   To the extent the Leases require the Tenants to reimburse
Seller for Operating Expenses and/or Taxes (collectively, the “Property Expenses”), in the event such Property Expenses are reconciled under the terms of the Leases at the end of the calendar year in which the Closing takes
place, to reflect the actual Property Expenses incurred for ‘the calendar year, such calendar year shall be deemed to constitute the “Reconciliation Period” for purposes of this Agreement and the following provisions
shall apply: 
 (i)     On or before the Closing, Seller shall be responsible for computing and comparing
on a Tenant-by-Tenant basis and delivering to Purchaser a written statement setting forth: (A) the amount of Property Expenses incurred and actually paid by Seller with respect to the Reconciliation Period; and (B) the amount of Property
Expenses actually received by Seller from the Tenants and/or third parties under the Leases with respect to the Reconciliation Period (“Pre-Closing Property Expense Reconciliation”). 

(ii)     Within one hundred twenty (120) days following the expiration of the Reconciliation Period, Purchaser
shall compute the actual Property Expenses incurred and paid by Seller and Purchaser and the actual Property Expenses reimbursed (or not reimbursed) by the Tenants and/or third parties (whether in the form of estimated payments or otherwise), to
Seller and/or Purchaser with respect to the Reconciliation Period (“Property Expense Reconciliation”). Following the completion of the Property Expense Reconciliation, Purchaser shall submit the same to Seller for
Seller’s review and approval, which approval shall not be unreasonably withheld or delayed. In the event Seller fails to approve or disapprove of the Property Expense Reconciliation within fifteen (15) days following the receipt of the
same, such Property Expense Reconciliation shall be deemed approved by Seller. Following the approval (or deemed approval) by Seller of the Property Expense Reconciliation, Purchaser shall forward the Property Expense Reconciliation to the
applicable Tenants. Purchaser hereby covenants to use reasonable efforts to enforce the provisions of the Leases which require the Tenants and/or third parties to reimburse the landlord for Property Expenses with respect to the Reconciliation
Period. To the extent Seller or Purchaser receives any such Property Expense reimbursement payments with respect to the Reconciliation Period, the same shall constitute Revenues and shall be paid to Seller or Purchaser in the manner contemplated in
Section 7.1(a)(i) hereof. 
 (iii)     Following the completion of the Property Expense
Reconciliation, if the Property Expenses incurred and paid by Seller for that portion of the Reconciliation Period in question preceding the Closing exceed the reimbursed Property Expenses actually received by

  

 22 








 
Seller from the Tenants and/or third parties under the Leases (whether in the form of estimated payments or otherwise), with respect to the Reconciliation Period (“Property Expense
Reimbursement Shortfall”), Purchaser shall pay to Seller an amount equal to such Property Expense Reimbursement Shortfall, to the extent that Purchaser shall have collected and received such actual identifiable amounts from the Tenants
and/or third parties under the Leases, within fifteen (15) days following Purchaser’s collection and receipt of the same. If the reimbursed Property Expenses received by Seller from the Tenants and/or third parties under the Leases
(whether in the form of estimated payments or otherwise), with respect to the Reconciliation Period preceding the Closing exceed the Property Expenses incurred and paid by Seller with respect to the Reconciliation Period (“Property
Expense Reimbursement Surplus”), then Seller shall pay an amount equal to such Property Expense Reimbursement Surplus to Purchaser within fifteen (15) days after Seller’s receipt of the Property Expense Reconciliation. Upon
Seller’s payment to Purchaser of any such Property Expense Reimbursement Surplus, Purchaser shall be obligated to reimburse or credit the Tenants for such Property Expense Reimbursement Surplus as required under their respective Leases.

 (iv)     Seller and Purchaser hereby agree to reasonably cooperate with each other in connection with
any disputes or claims by Tenants concerning the calculation of Property Expenses during the Reconciliation Period. 

(c)     Security Deposits; Leasing Commissions and Tenant Inducements.   All unpaid Leasing
Commissions owing pursuant to Leases that have been entered into on or before the date of the Argus Runs (including, without limitation, amendments thereto that have been entered into and options and rights thereunder that have been exercised, but
this clause (c) shall not apply to any Leasing Commissions which may in the future be owing as a result of rights or options under existing Leases which have not yet been exercised), unpaid Tenant Inducements Costs and Security Deposits under
the Leases shall be credited to Purchaser at the Closing, except to the extent that such Leasing Commissions and/or Tenant Inducement Costs are disclosed on the so-called “argus runs” delivered to Seller and described on Exhibit C
(the “Argus Runs”). Purchaser shall also get a credit for any Leasing Commissions or Tenant Inducement Costs set forth in Leases or amendments to Leases entered into on or after the date of the Argus Runs (which credit shall only be to the
extent such Leasing Commissions or Tenant Inducement Costs are not paid prior to Closing) unless such terms (or Leases or amendments) and the amounts of corresponding Leasing Commissions and Tenant Inducement Costs (i) were disclosed to
Purchaser in writing (or delivery of copies) on or before the date which is three (3) Business Days prior to the Due Diligence Period Expiration Date or (ii) are consented to by Purchaser, in which case all such Leasing Commissions and
Tenant Inducement Costs shall be subject to proration based upon Purchaser and Seller’s respective period of ownership during the term of the Lease (or remaining term if there is an amendment). As used in this Agreement, “Leasing
Commissions” shall mean any and all commissions, finder’s fees or similar payments in connection with any Lease, including any options to extend, expand or renew. As used in this Agreement, “Tenant Inducement
Costs” shall mean any rent abatements or reductions (full or partial), rent concessions, tenant improvements costs, lease buyout costs, moving, design and refurbishment allowances and reimbursements, reasonable attorney’s fees and
disbursements incurred in connection, with the preparation and negotiation of the applicable Lease and any other out-of-pocket payments required under a Lease to be paid by the landlord thereunder to or for the benefit of the Tenant thereunder which
is in the nature of a tenant inducement. 
  

 23 








 (d)     Final Accounting.   Seller and Purchaser
acknowledge and agree that, on the Closing , Seller and Purchaser may not have sufficient information to conduct and complete a final proration of all items subject to proration pursuant to this Section 7.1. Accordingly, Seller and
Purchaser agree that, as soon as is reasonably practicable after the Closing , Seller and Purchaser shall make a final accounting of all items relating to the Property to be prorated between Seller and Purchaser pursuant to this
Section 7.1. In conjunction with the performance of such final accounting, following a request from Seller, Purchaser shall provide Seller with copies of all monthly and other statements sent to the Tenants itemizing amounts owing under
the Leases by the Tenants (together with copies of invoices, statements and other supporting documentation evidencing such expenditures and tenant ledgers and related documentation evidencing how Revenues were applied, all as reasonably requested by
Seller). In the event it is determined, pursuant to such final accounting, that any amounts are due and owing by Seller to Purchaser, then Seller shall cause such amounts to be paid to Purchaser within fifteen (15) days after such final
accounting is completed. In the event it is determined, pursuant to such final accounting, that any amounts are due and owing by Purchaser to Seller, then Purchaser shall cause such amounts to be paid to Seller within fifteen (15) days after
such final accounting is completed. All unpaid amounts shall accrue interest at the lesser of: (i) twelve percent (12%) per annum; or (ii) the maximum rate of interest allowable under applicable law, which interest, in either case,
shall be deemed to accrue effective as of the date such payment was originally due. 
 (e)     Purchase
Price Adjustments.   Seller and Purchaser acknowledge and agree that all of the costs, expenses, credits and prorations set forth in Section 7.1 shall be applied on the closing statement prepared by the Escrow Holder as an
adjustment to the Purchase Price in accordance with the terms and conditions of Section 7.1. 

7.2     Seller’s Closing Costs.   Sellers shall pay (i) Sellers’ own
attorneys’ fees, (ii) any and all city and/or county documentary stamp or transfer taxes and sales taxes with respect to the sale of the Personal Property, if any, (iii) the cost of a CLTA Owners Policy of Title Insurance and costs
relating to mechanic’s and materialmen’s liens coverage for each Real Property, (iv) any costs incurred in recording the Deed for each Real Property, (v) any costs incurred in connection with the assumption of the Loans which
Seller agrees to pay pursuant to Section 5.4.3, and (vi) fifty percent (50%) of Escrow Agent’s escrow fee or escrow termination charge. 

7.3     Purchaser’s Closing Costs.     Purchaser shall pay (i) fifty
percent (50%) of Escrow Agent’s escrow fee or escrow termination charge, (ii) the cost of the ALTA portion of each Title Policy with any extended coverage or other title insurance endorsements ordered by Purchaser (except
mechanic’s and materialmen’s coverage), (iii) the cost of any new survey of any Real Property or any update of the relevant Survey, (iv) any costs incurred in connection with Purchaser’s investigation of Property Pool B
pursuant to Article V, including the cost of any new environmental assessment commissioned by Purchaser, (v) subject to the provisions of Section 5.4.3, any and all costs incurred in connection with the assumption of the Loans, and
(vi) Purchaser’s own attorneys’ fees. 
  

 24 








 ARTICLE VIII 

DISTRIBUTION OF FUNDS AND DOCUMENTS 

8.1     Delivery of the Purchase Price.     At the Closing, Escrow Agent shall
deliver the Purchase Price and the Common Equity A Portion to Sellers, and the transaction shall not be considered closed until such delivery occurs. However, if the Closing occurs for some, but not all of the Properties comprising Property Pool B
and the Closing is extended for any of the Properties comprising Property Pool B, only a prorated portion of the Deposit (in the same percentage as the portion of the Purchase Price allocated to the Properties for which the Closing is extended)
shall remain in Escrow as the “Deposit” with respect to such Properties for which the Closing is so extended for purposes of this Agreement. 

8.2     Space Lease.     Seller desires to cause the applicable Seller and Plus
LLC, on a joint and several basis, to lease certain space within the Properties following the Closing and Purchaser desires to cause the entities acquiring such Properties to lease such space to such entities and, accordingly, concurrently herewith,
Seller shall cause such entities and Purchaser shall cause certain of the entities which shall acquire individual Properties to enter into space leases, respecting the lease of certain space within such Properties to such entities, which space
leases shall be effective upon the Closing. . 
 8.3     Other Monetary
Disbursements.     Escrow Agent shall, at the Closing, hold for personal pickup or arrange for wire transfer, (i) to Sellers, or order, as instructed by Sellers, all sums and any proration or other credits to which
Seller is entitled and less any appropriate proration or other charges and (ii) to Purchaser, or order, as instructed by Purchaser, any excess funds therefore delivered to Escrow Agent by Purchaser and all sums and any proration or other
credits to which Purchaser is entitled and less any appropriate proration or other charges. 
 8.4    
Recorded Documents.     Escrow Agent shall cause the Deed and any other documents that Sellers or Purchaser desire to record to be recorded with the appropriate county recorder for each Real Property, and, after
recording, returned to the grantee, beneficiary or person acquiring rights under said document or for whose benefit said document was required. 

8.5     Documents to Purchaser.     Escrow Agent shall at the Closing deliver by
overnight express delivery to Purchaser the following: 
  

	 	(1)	one (1) conformed copy of each Deed showing all recording data; 


	 	(2)	two (2) originals of each Bill of Sale and two (2) originals of each Assignment and Assumption; 


	 	(3)	two (2) originals of each FIRPTA Affidavit; 


	 	(4)	two (2) originals of each California Form 593-C; 


	 	(5)	one (1) original of the Closing Statement; 


	 	(6)	one (1) original of each Owner’s Affidavit; and 


	 	(7)	one (1) original of each Title Policy. 


	 	(8)	one (1) original of the Acceptable Assumption Accounts. 

  

 25 








 8.6     Documents to Seller.    
Escrow Agent shall at the Closing deliver by overnight express delivery to Sellers, the following: 
  

	 	(1)	one (1) conformed copy of each Deed showing all recording data; 


	 	(2)	two (2) originals of each Bill of Sale and two (2) originals of each Assignment and Assumption; 


	 	(3)	two (2) originals of each FIRPTA Affidavit; 


	 	(4)	two (2) originals of each California Form 593-C; 


	 	(5)	one (1) original of the Closing Statement; and 


	 	(6)	one (1) copy of each Title Policy 


	 	(7)	one (1) original of the Acceptable Assumption Documents. 


8.7     All Other Documents.     Escrow Agent shall at the Closing deliver by
overnight express delivery, each other document received hereunder by Escrow Agent to the person acquiring rights under said document or for whose benefit said document was required. 

ARTICLE IX 

RETURN OF DOCUMENTS AND FUNDS UPON TERMINATION 

9.1     Return of Seller’s Documents.     If escrow or this Agreement is
terminated for any reason, Escrow Agent shall immediately refund the Deposit to Purchaser (except in the event of Seller’s retention of the Deposit as liquidated damages upon termination of this Agreement due to Purchaser’s default
pursuant to Section 10.1 below), Purchaser shall, within five (5) days following such termination, deliver to Sellers all documents and materials relating to Property Pool B previously delivered to Purchaser by any Seller and copies of all
reports, studies, documents and materials obtained by Purchaser from third parties in connection with Property Pool B and Purchaser’s investigation thereof. Such items shall be delivered without representation or warranty as to accuracy or
completeness and with no right of Sellers to rely thereon without the consent of the third party. Escrow Agent shall deliver all documents and materials deposited by Sellers and then in Escrow Agent’s possession to Sellers and shall destroy any
documents executed by both Purchaser and Sellers. Upon delivery by Escrow Agent to Sellers (or such destruction, as applicable) of such documents and materials, Escrow Agent’s obligations with regard to such documents and materials under this
Agreement shall be deemed fulfilled and Escrow Agent shall have no further liability with regard to such documents and materials to any Seller or Purchaser. 

9.2     Return of Purchaser’s Documents.     If escrow or this Agreement is
terminated for any reason, Escrow Agent shall deliver all documents and materials deposited by Purchaser and then in Escrow Agent’s possession to Purchaser and shall destroy any documents executed by both Purchaser and Sellers. Upon delivery by
Escrow Agent to Purchaser (or such destruction, as applicable) of such documents and materials, Escrow Agent’s obligations with regard to such documents and materials under this Agreement shall be deemed fulfilled and Escrow Agent shall have no
further liability with regard to such documents and materials to any Seller or Purchaser. 
  

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 9.3     Deposit.     If Escrow or this
Agreement is terminated for any reason other than Purchaser’s breach or default under this Agreement, then Purchaser shall be entitled to obtain the return of the Deposit pursuant to Section 9.4 below. If any condition to Closing set forth
in Section 3.1 is not satisfied (or deemed satisfied) or waived in writing by Purchaser with respect to any Real Property, a portion of the Deposit shall be refunded to Purchaser in an amount equal to the portion of the total Deposit
attributable to the Real Property for which the condition is not satisfied (or deemed satisfied) or waived, based on the values set forth in Exhibit D. Pursuant to Section 6.1, Purchaser shall be obligated to close on all of the Real Properties
remaining in Property Pool B within ten (10) days following the satisfaction of all conditions to Closing, subject to Section 6.3. If the Closing does not take place and Escrow or this Agreement is terminated solely due to Purchaser’s
breach or default under this Agreement, then Sellers shall be entitled to the Deposit and Escrow Agent shall deliver the Deposit to Sellers pursuant to Section 9.4 below. 

9.4     Disbursement of Deposit.     If Escrow Agent receives a notice from either
party instructing Escrow Agent to deliver the Deposit to such party, Escrow Agent shall deliver a copy of the notice to the other party within three (3) days after receipt of the notice. If the other party does not object to the delivery of the
Deposit as set forth in the notice within three (3) business days after receipt of the copy of the notice, Escrow Agent shall, and is hereby authorized to, deliver the Deposit to the party requesting it pursuant to the notice. Any objection
hereunder shall be by notice setting forth the nature and grounds for the objection and shall be sent to Escrow Agent and to the party requesting the Deposit. Notwithstanding the foregoing, if Purchaser timely terminates or is deemed to have timely
terminated this Agreement before 5:00 p.m. (California time) on the Due Diligence Period Expiration Date, Escrow Agent shall deliver the Deposit to Purchaser without the necessity of the consent of (or the failure to object by) Sellers. 

9.5     No Effect on Rights of Parties; Survival.     The return of documents and
monies as set forth above shall not affect the right of either party to seek such legal or equitable remedies as such party may have under Article X with respect to the enforcement of this Agreement. The obligations under this Article IX
shall survive termination of this Agreement. 
 ARTICLE X 

DEFAULT 

10.1     Seller’s Remedies.     If this Agreement is terminated prior to
the Closing solely as a result of the breach or default of Purchaser under this Agreement, then Seller shall be entitled to receive and retain the Deposit as liquidated damages as Sellers’ sole and exclusive remedy for such breach and Sellers
and Purchaser shall be released from any further obligations hereunder. BY EXECUTING THIS PROVISION, PURCHASER AND SELLERS HEREBY ACKNOWLEDGE AND AGREE THAT SELLERS’ ACTUAL DAMAGES IN THE EVENT OF SUCH A BREACH OF THIS AGREEMENT BY PURCHASER
WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT IS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLERS WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS

  

 27 








 
AGREEMENT FAILS TO CLOSE, AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. PURCHASER AND SELLERS AGREE THAT SELLERS’ RIGHT TO RETAIN THE
DEPOSIT SHALL BE THE SOLE AND EXCLUSIVE REMEDY OF SELLERS AT LAW OR EQUITY OR OTHERWISE IN THE EVENT OF SUCH A BREACH OF THIS AGREEMENT BY PURCHASER. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 10.1, IF PURCHASER WRONGFULLY
BRINGS AN ACTION AGAINST ANY SELLER FOR AN ALLEGED BREACH OR DEFAULT BY SUCH SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT, WRONGFULLY RECORDS A LIS PENDENS OR OTHERWISE WRONGFULLY ENJOINS OR RESTRICTS SUCH SELLER’S ABILITY TO SELL AND
TRANSFER ITS REAL PROPERTY OR WRONGFULLY REFUSES TO CONSENT TO OR INSTRUCT RELEASE OF THE DEPOSIT TO SELLERS IF REQUIRED BY ESCROW AGENT (EACH A “PURCHASER’S ACTION”), SELLER SHALL NOT BE RESTRICTED BY THE PROVISIONS OF THIS SECTION
10.1 FROM BRINGING AN ACTION AGAINST PURCHASER SEEKING EXPUNGEMENT OR RELIEF FROM ANY IMPROPERLY FILED LIS PENDENS, INJUNCTION OR OTHER RESTRAINT, AND/OR RECOVERING FEES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) WHICH SELLER
MAY SUFFER OR INCUR AS A RESULT OF ANY PURCHASER’S ACTION BUT ONLY TO THE EXTENT THAT SELLER IS THE PREVAILING PARTY; AND THE AMOUNT OF ANY SUCH FEES, COSTS AND EXPENSES AWARDED TO SELLER SHALL BE IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH
HEREIN. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE §3275 OR §3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER UNDER CALIFORNIA
CIVIL CODE §§1671, 1676 AND 1677. NOTHING IN THIS AGREEMENT SHALL, HOWEVER, BE DEEMED TO LIMIT PURCHASER’S LIABILITY TO SELLER FOR ATTORNEYS’ FEES AND COSTS AS PROVIDED IN SECTION 16.5 BELOW. 

BY EXECUTING THIS PROVISION, PURCHASER AND SELLERS EACH SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS
REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS MADE. PURCHASER AND SELLERS HAVE EXECUTED THIS PARAGRAPH IN ACCORDANCE WITH THE PROVISIONS OF SECTION 1677 OF THE CIVIL CODE OF
THE STATE OF CALIFORNIA. 
 ACCEPTED AND AGREED TO: 
  


 28 









													
	PURCHASER:	 		 	SELLER:
			
	 PACIFIC OFFICE MANAGEMENT, INC.,

a Delaware corporation
	 		 	GRE CARLTON PLAZA LLC, a Delaware
limited liability company
					
	By:	 	/s/ Matthew J. Root	 		 	By:	 	Guggenheim Plus Leveraged LLC,
	Name:	 	Matthew J. Root	 		 		 	a Delaware limited liability company
	Its:	 	Chief Investment Officer	 		 	Its:	 	Managing Member
							
		 		 		 		 		 	By:	 	/s/ Joseph P. Mahoney
		 		 		 		 		 	Name:	 	Joseph P. Mahoney
		 		 		 		 		 	Its:	 	Authorized Signatory

  

																			
			
	 GRE MIRA MESA LLC, a Delaware limited

liability company
	 		 	 TUSTIN-MICHELLE PARTNERS LLC, a

Delaware limited partnership

						
	By:	 	Guggenheim Plus Leveraged LLC,	 		 		 	By:	 	Guggenheim Plus Leveraged LLC,
		 	a Delaware limited liability company	 		 		 		 	a Delaware limited liability company
	Its:	 	Managing Member	 		 	Its:	 	Managing Member
								
		 	By:	 	/s/ Joseph P. Mahoney	 		 		 		 	By:	 	/s/ Joseph P. Mahoney
		 	Name:	 	Joseph P. Mahoney	 		 		 		 	Name:	 	Joseph P. Mahoney
		 	Its:	 	Authorized Signatory	 		 		 		 	Its:	 	Authorized Signatory

  

																			
			
	 GRE WARNER DESOTO LLC, a Delaware

limited liability company
	 		 	 GRE WARNER CALIFA LLC, a Delaware

limited liability company

						
	By:	 	Guggenheim Plus Leveraged LLC,	 		 		 	By:	 	Guggenheim Plus Leveraged LLC,
		 	a Delaware limited liability company	 		 		 		 	a Delaware limited liability company
	Its:	 	Managing Member	 		 	Its:	 	Managing Member
								
		 	By:	 	/s/ Joseph P. Mahoney	 		 		 		 	By:	 	/s/ Joseph P. Mahoney
		 	Name:	 	Joseph P. Mahoney	 		 		 		 	Name:	 	Joseph P. Mahoney
		 	Its:	 	Authorized Signatory	 		 		 		 	Its:	 	Authorized Signatory

  

 29 









																	
	 GRE WARNER CANOGA LLC, a Delaware

limited liability company
	 	 GRE EMPIRE TOWERS FOUR LLC, a

Delaware limited liability company

					
	By:    	 	Guggenheim Plus Leveraged LLC,	 		 	By:    	 	Guggenheim Plus Leveraged LLC,
		 	a Delaware limited liability company	 		 		 	a Delaware limited liability company
	Its:	 	Managing Member	 	Its:	 	Managing Member
							
		 	By:	 	/s/ Joseph P. Mahoney	 		 		 	By:	 	/s/ Joseph P. Mahoney
		 	Name:	 	Joseph P. Mahoney	 		 		 	Name:	 	Joseph P. Mahoney
		 	Its:	 	Authorized Signatory	 		 		 	Its:	 	Authorized Signatory
		
	 GRE FOOTHILL LLC, a Delaware limited

liability company
	 	
					
	By:  	 	Guggenheim Plus Leveraged LLC,	 		 		 	
		 	a Delaware limited liability company	 		 		 	
	Its:	 	Managing Member	 		 	
							
		 	By:	 	/s/ Joseph P. Mahoney	 		 		 		 	
		 	Name:	 	Joseph P. Mahoney	 		 		 		 	
		 	Its:	 	Authorized Signatory	 		 		 		 	

 10.2     Cross-Default.    
Purchaser and Sellers acknowledge that Purchaser is concurrently entering into the Property Pool A Agreement with entities directly or indirectly owned and/or controlled by Plus LLC or its affiliates. Both Purchaser and Sellers hereby agree and
consent that the occurrence of a default by Purchaser under the Property Pool A Agreement shall constitute a default by Purchaser under this Agreement, and the occurrence of a default by the “Sellers” under the Property Pool A Agreement
shall constitute a default by the Sellers under this Agreement. In the event of a default under the Property Pool A Agreement, Purchaser and Sellers shall each be entitled to exercise applicable remedies and perfect any and all rights in and under
this Agreement. 
 10.3     Purchaser’s Remedies.     If the sale is
not completed as herein provided solely by reason of any default of any Seller, Purchaser shall be entitled, as its sole and exclusive remedy, to either (i) terminate this Agreement (by delivering notice to Seller which includes a waiver of any
right, title or interest of Purchaser in Property Pool B), in which event the Deposit shall be immediately returned to Purchaser and Seller shall reimburse to Purchaser within fifteen (15) days following request therefor accompanied by
reasonable supporting documentation with respect thereto, Purchaser’s actual out-of-pocket third-party costs incurred as part of Purchaser’s proposed purchase of Property Pool B (including, without limitation, attorneys’ and
consultants’ fees and costs in connection with negotiation of this Agreement and the conduct of due diligence efforts with respect to Property Pool B, not to exceed a maximum aggregate reimbursement pursuant to this clause (i) and any
reimbursement made pursuant to clause (i) of Section 10.3 of the Property Pool A Agreement of Four Hundred Thousand Dollars ($400,000.00), or (ii) treat 

 

 30 








 
this Agreement as being in full force and effect and pursue only the specific performance of this Agreement, provided that Purchaser must notify Seller within forty-five (45) days after the
scheduled Final Closing Date that Purchaser shall pursue an action for specific performance of this Agreement, and Purchaser must commence any action for specific performance within seventy-five (75) days after the scheduled Final Closing Date.
Purchaser waives any right to pursue any other remedy at law or equity for such default of Seller, including, without limitation, any right to seek, claim or obtain damages (other than for costs under clause (i) above, and amounts to which
Purchaser is entitled pursuant to Section 16.5 below), punitive damages or consequential damages. In no case shall any Seller ever be liable to Purchaser under any statutory, common law, equitable or other theory of law, either prior to or
following the Closing, for any lost rents, profits, “benefit of the bargain,” business opportunities or any form of consequential damage in connection with any claim, liability, demand or cause of action in any way or manner relating to
Property Pool B, the condition of any property in Property Pool B, this Agreement, or any transaction or matter between the parties contemplated hereunder. Purchaser’s remedies hereunder are in addition to the right to receive the return of the
Deposit, subject to Section 9.4, to the extent it is not applied to the Purchase Price in connection with Purchaser’s action for specific performance. 

ARTICLE XI 

REPRESENTATIONS AND WARRANTIES 

11.1     Seller’s Warranties and Representations.     The matters set forth in
this Section 11.1 constitute representations and warranties made by each Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be
true and correct. If any Seller has actual knowledge that any of the representations and warranties contained in this Article XI may cease to be true, such Seller shall give prompt notice to Purchaser (which notice shall include copies of the
instrument, correspondence, or document, if any, upon which such Seller’s notice is based). As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual knowledge of those
parties listed on Exhibit K attached hereto with respect to such Seller. There shall be no duty imposed or implied to investigate, inquire, inspect, or audit any such matters, and there shall be no personal liability on the part of such
Seller’s knowledge parties, except that each of the Sellers represents and warrants to Purchaser that such Seller’s knowledge parties are the persons in such Seller’s organization with responsibility for the applicable Property most
likely to have knowledge of the matters as to which representations and warranties are being made by such Seller under this Agreement, and is being made following review of such representations and warranties with the property manager for the
applicable Property. To the extent Purchaser has or acquires actual knowledge or is deemed to know prior to the Closing that these representations and warranties are inaccurate, untrue or incorrect in any way and notwithstanding the same proceeds
with the Closing, such representations and warranties shall be deemed modified to reflect Purchaser’s actual knowledge or deemed knowledge, provided that Seller shall be deemed to have breached its representation and warranty if the applicable
representation and warranty (as qualified to Seller’s knowledge, if applicable, pursuant to this Agreement) was untrue in any materially adverse manner to Purchaser as of the date of this Agreement. Purchaser shall be deemed to know when
representations or warranties is untrue, inaccurate or incorrect if this Agreement or any files, documents, materials, analyses, studies, 

 

 31 








 
tests or reports disclosed or made available to Purchaser prior to Closing contains information which is inconsistent with such representation and warranty. Seller shall notify Purchaser promptly
upon learning any of the representations and warranties of Seller set forth in this Agreement are inaccurate, untrue or incorrect in any way (a “Seller’s Change Notice”), in the event of Seller’s delivery of such Seller’s
Change Notice, Purchaser shall have the following rights and remedies: (x) if the applicable representation and warranty (as qualified to Seller’s knowledge, if applicable, pursuant to this Agreement) was untrue in any materially adverse
manner to Purchaser as of the date of this Agreement, then Sellers shall be deemed to be in breach of this Agreement and Purchaser shall have the right to terminate this Agreement by delivery of written notice to Seller within ten (10) days
following receipt of such Seller’s Change Notice, in which event the provisions of clause (i) of Section 10.3 above shall apply, and (y) if the applicable representation and warranty (as qualified to Seller’s knowledge, if
applicable, pursuant to this Agreement) was not untrue as of the date of this Agreement, but is rendered untrue in any materially adverse manner to Purchaser by an occurrence first occurring after the date of this Agreement, then Purchaser may elect
to terminate this Agreement by written notice delivered to Sellers within ten (10) days following receipt of the Seller’s Change Notice, but Sellers shall not be deemed to be in breach of this Agreement, and upon such termination, the
Deposit shall be returned to Purchaser and the parties shall have no further obligations or liabilities to the other hereunder, except as expressly provided for in this Agreement. As used in this Agreement, the phrase “actual knowledge” of
Purchaser shall mean the actual knowledge of those parties listed on Exhibit K attached hereto with respect to Purchaser, without duty of investigation or imputation of knowledge. 

Subject to the foregoing, each Seller warrants and represents to the Purchaser as follows, solely with respect to such Seller and the Real Property owned
by such Seller: 
 11.1.1     No Broker.     Seller has
not engaged or dealt with any broker or finder in connection with the sale contemplated by this Agreement. FBR Capital Markets (the “Adviser”) is acting as an adviser to the Seller in connection with the sale contemplated by
this Agreement. Seller shall pay an advisory fee to the Adviser in accordance with a separate agreement. Seller shall indemnify and hold harmless Purchaser from any claims, costs, damages or liabilities (including attorneys’ fees) arising from
any breach of the representation contained in this Section 11.1.1 or if the same shall be based on any statement, representation or agreement by Seller with respect to the payment of any brokerage commissions or finder’s fees.

 11.1.2     Organization.     Seller has been duly
formed, validly exists and is in good standing in the jurisdiction of its formation and in the State of California. 

11.1.3     Power and Authority.     Seller has the legal power,
right and authority to enter into this Agreement and to consummate the transactions contemplated hereby. 

11.1.4     Proceedings.     Seller has not received any written
notice of any pending or threatened condemnation, land use, regulatory or similar proceeding affecting the Real Property owned by Seller. 
  

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 11.1.5    
Contravention.     Seller is not prohibited from consummating the transactions contemplated by this Agreement by any law, regulation, agreement, instrument, restriction, order or judgment. 

11.1.6     Compliance.     Seller has not received written notice
from any governmental authority that its Real Property is not, in material compliance with all applicable laws, except for such failures to comply, if any, which have been remedied. 

11.1.7     Employees.     Seller has no employees. 

11.1.8     Leases.     There are no Leases encumbering any Real
Property that will survive Closing other than as set forth on the applicable Exhibit C. The Leases provided to Purchaser pursuant to Section 5.1 hereof are true and correct copies thereof and such Leases have not been amended or
modified. Seller is the “Landlord” or “Lessor” under the Leases and has full power and authority to assign the same to Purchaser. Seller has not received written notice of any uncured event of default with respect to the
performance of any of its obligations under the Leases and, except as may be disclosed on Exhibit O attached hereto, Seller has not delivered any written notice of any uncured event of default with respect to the performance of any of the
Tenants’ obligations under the Leases which remains uncured. Each of the Leases is in full force and effect and there is no monetary default or material non-monetary default under any Lease by either the landlord or, to the best of
Seller’s knowledge, the Tenant thereunder, except as disclosed on Exhibit O attached hereto. As of the date of the Argus Runs, except as disclosed on the Argus Runs, no Leasing Commissions, Tenant Inducement Costs or other amounts are
currently payable to any person or entity under any agreement or understanding in connection with any Lease. Except for obligations which are the responsibility of Purchaser hereunder or are to be prorated pursuant to the term hereof, all of the
work (including all tenant improvements) to be constructed and installed by the landlord in the leased premises pursuant to the Leases on or before Closing is complete and fully paid for and/or will be complete and fully paid for on or before the
Closing. 
 11.1.9     Due Diligence Materials.     To the
extent of Seller’s actual knowledge, (i) Sellers have provided or made available to Purchaser pursuant to Section 5.1 above, copies of all brokerage, listing and other Contracts relating to the Properties, (ii) each of the
Financial Statements (as defined in Exhibit I) provided by or made available by Seller to Purchaser pursuant to Section 5.1 hereof presents fairly, completely and accurately, in all material respects, the results of operations for
the respective periods covered thereby, and (iii) there are no Contracts which shall not be terminated as of the Closing 

11.1.10     Litigation.     To the extent of Seller’s actual
knowledge, there is no litigation affecting its Real Property which litigation is not covered by insurance. 

11.1.11     Patriot Act. 

(1)     Seller is in compliance with the requirements of Executive Order No. 133224, 66 Fed.
Reg. 49079 (Sept. 25, 2001) (the “Order”) and other similar requirements contained in the rules and regulations of the Office of Foreign 

 

 33 








 
Assets Control, Department of the Treasury (“OFAC”) and in any enabling legislation or other Executive Orders or regulations in respect thereof (the Order and such other
rules, regulations, legislation, or orders are collectively called the “Orders”). Further, Seller covenants and agrees to make its policies, procedures and practices regarding compliance with the Orders, if any,
available to Purchaser for its review and inspection during normal business hours and upon reasonable prior notice. 

(2)     Neither Seller nor, to the actual knowledge of Seller, any beneficial owner of Seller (other
than an owner of shares of stock traded on a public exchange): 
 (a)     is listed on the
Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any
other applicable Orders (such lists are collectively referred to as the “Lists”); 

(b)     is a person or entity who has been determined by competent authority to be subject to the
prohibitions contained in the Orders; or 
 (c)     other than as to an owner of shares of
stock traded on a public exchange, is owned or controlled by, or acts for or on behalf of, any person or entity on the Lists or any other person or entity who has been determined by competent authority to be subject to the prohibitions contained in
the Orders. 
 11.1.12     Patriot Act Notice.     Seller
hereby covenants and agrees that if Seller obtains knowledge that Seller or any of its beneficial owners becomes listed on the Lists or is indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to
money laundering, Seller shall immediately notify Purchaser in writing, and in such event, Purchaser shall have the right to terminate this Agreement, with full return of the Deposit to Purchaser, and without penalty or liability to Seller
immediately upon delivery of written notice thereof to Seller. 
 11.1.13    
Investment.     Seller represents that the shares of Common Stock being issued pursuant to Section 2.1.4 (the “Shares”) are being acquired by it with the present intention of
holding such Shares for purposes of investment, and not with a view towards sale or any other distribution. Seller acknowledges that such Shares have not been registered under the Securities Act of 1933, as amended (the “Securities
Act”) and may not be sold or otherwise disposed of in the absence of registration or exemption under the Securities Act and other applicable laws. Seller is an “accredited investor” as such term is defined in Regulation D
promulgated under the Securities Act. Seller has such knowledge and experience in financial and business matters so as to be fully capable of evaluating the merits and risks of an investment in the Common Stock. Seller has received and reviewed, and
understands the contents of, the Informational Materials (as defined below), and has been afforded the opportunity to ask questions of those persons it considers appropriate and to obtain any additional information it desires in respect of

  

 34 








 
such Shares and the business, operations, conditions (financial and otherwise) and current prospects of the Purchaser. Seller has consulted its own financial, legal and tax advisors with respect
to the economic, legal and tax consequences of delivery of such Shares and has not relied on the Informational Materials, the Purchaser or any of their officers, directors, affiliates or professional advisors for such advice as to such consequences.
For purposes of this Section 11.1.13, “Informational Materials” shall include, collectively, (i) Purchaser’s Annual Report on Form 10-K for the year ended December 31, 2009;
(ii) Purchaser’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 and June 30, 2010 (assuming the filing thereof prior to Closing); (iii) Purchaser’s Notice of Annual Meeting and Proxy Statement in
connection with Purchaser’s 2010 Annual Meeting of Stockholders; (iv) Current Reports on Form 8-K since January 1, 2010; and (v) such other publicly-filed forms and information relating to the Purchaser. 

11.1.14     Loan Documents.     A true, complete and correct list
of the Loan Documents pertaining to the applicable Loan is described on Schedule 5.4. There are no agreements, modifications or waivers, written or oral, relating to the Loan other than described on Schedule 5.4. The Loans are in full force
and effect and there are no defaults or events which, with the passage of time and/or notice, would constitute a default or an event of default thereunder. 

11.2     Purchaser’s Warranties and Representations.     The matters set forth
in this Section 11.2 constitute representations, warranties and covenants by Purchaser which are now and shall, at the Closing, be true and correct. 

11.2.1     No Broker.     Except for the Adviser, Purchaser has not
engaged or dealt with any broker, adviser or finder in connection with the sale contemplated by this Agreement. Purchaser shall indemnify and hold harmless Sellers from any claims, costs, damages or liabilities (including attorneys’ fees)
arising from any breach of the representation contained in this Section 11.2.1 or if the same shall be based on any statement, representation or agreement by Purchaser with respect to the payment of any brokerage commissions or
finder’s fees. 
 11.2.2     Power and Authority.    
Purchaser has the legal power, right and authority to enter into this Agreement and to consummate the transactions contemplated hereby. 

11.2.3     Independent Investigation.     The consummation of this
transaction shall constitute Purchaser’s acknowledgment that it has independently inspected and investigated each Real Property and has made and entered into this Agreement based upon such inspection and investigation and its own examination of
the condition of the Real Properties. 
 11.2.4     Purchaser
Reliance.     Purchaser is experienced in and knowledgeable about the ownership and management of real estate, and it has relied and will rely exclusively on its own consultants, advisors, counsel, employees, agents,
principals and/or studies, investigations and/or inspections with respect to Property Pool B, its condition, value and potential. Purchaser agrees that, notwithstanding the fact that it has received certain information from Sellers or Sellers’
agents or consultants, Purchaser has 
  

 35 








 
relied solely upon and will continue to rely solely upon its own analysis and will not rely on any information provided by Sellers or Sellers’ agents or consultants, except as expressly set
forth in Section 11.1. 
 11.2.5     Patriot Act. 

(1)     Purchaser is in compliance with the requirements of the Order and other similar requirements
contained in the rules and regulations of OFAC and in any enabling legislation or other Orders. Further, Purchaser covenants and agrees to make its policies, procedures and practices regarding compliance with the Orders, if any, available to
Seller for its review and inspection during normal business hours and upon reasonable prior notice. 

(2)     Neither Purchaser nor, to the actual knowledge of Purchaser, any beneficial owner of
Purchaser (other than an owner of shares of stock traded on a public exchange): 
 (a)    
is listed on any List; 
 (b)     is a person or entity who has been determined by
competent authority to be subject to the prohibitions contained in the Orders; or 

(c)     other than as to an owner of shares of stock traded on a public exchange, is owned or
controlled by, or acts for or on behalf of, any person or entity on the Lists or any other person or entity who has been determined by competent authority to be subject to the prohibitions contained in the Orders. 

11.2.6     Patriot Act Notice.     Purchaser hereby covenants and
agrees that if Purchaser obtains knowledge that Purchaser or any of its beneficial owners (other than an owner of shares of stock traded on a public exchange) becomes listed on the Lists or is indicted, arraigned, or custodially detained on charges
involving money laundering or predicate crimes to money laundering, Purchaser shall immediately notify Seller in writing, and in such event, Seller shall have the right to terminate this Agreement with full return of the Deposit to Purchaser and
without penalty or liability to Purchaser immediately upon delivery of written notice thereof to Purchaser. 

11.3     No Other Warranties and Representations.     Except as specifically set
forth in this Article XI or in the documents to be executed and delivered by Sellers to Purchaser as of the Closing (collectively, the “Sellers Closing Documents”), no Seller has made or authorized anyone to make, any warranty or
representation as to any written materials delivered to Purchaser, the persons preparing such materials, the truth, accuracy or completeness of such materials, the present or future physical condition, development potential, zoning, building or land
use law or compliance therewith, the operation, income generated by, or any other matter or thing affecting or relating to Property Pool B or any matter or thing pertaining to this Agreement. Purchaser expressly acknowledges that, except as
specifically set forth in this Article XI or in the Sellers Closing Documents, no such warranty or representation has been made and that Purchaser is not relying on any warranty or representation whatsoever other than as is expressly set forth
in this Article XI or in the Sellers Closing Documents. Purchaser shall accept each Real 
  

 36 








 
Property “as is” and in its condition on the Effective Date, reasonable wear and tear and damage by casualty through and including the date of Closing excepted subject only to the
express provisions of this Agreement and the Sellers Closing Documents and hereby acknowledges and agrees that SELLERS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND OR
CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT, FUTURE OR OTHERWISE, OF, AS TO, CONCERNING OR WITH RESPECT TO, PROPERTY POOL B EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11.1 OR IN THE SELLERS CLOSING DOCUMENTS.

 11.3.1     No Environmental Representations.     No
Seller makes any representations or warranties as to whether the Real Property owned by such Seller contains asbestos, radon or any hazardous materials or harmful or toxic substances, or pertaining to the extent, location or nature of same, if any.
Further, to the extent that any Seller has provided to Purchaser information from any inspection, engineering or environmental reports concerning asbestos, radon or any hazardous materials or harmful or toxic substances, such Seller makes no
representations or warranties with respect to the accuracy or completeness, methodology of preparation or otherwise concerning the contents of such reports. Purchaser acknowledges that each Seller has provided necessary disclosures regarding the
environmental condition of the Real Property owned by such Seller as required by California Health & Safety Code Section 25359.7. 

11.3.2     Release of Claims.     Subject to the express provisions
of this Agreement and the Sellers Closing Documents, Purchaser acknowledges and agrees that no Seller makes any representation or warranty as to, and Purchaser, for itself, its successors and assigns, hereby waives and releases each Seller from any
present or future claims, at law or in equity, whether known or unknown, foreseeable or otherwise, arising from or relating to, Property Pool B, this Agreement or the transactions contemplated hereby and arising from or related to the presence or
alleged presence of asbestos, radon or any hazardous materials or harmful or toxic substances in, on, under or about any Real Property, including without limitation any claims under or on account of (i) the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as the same may have been or may be amended from time to time, and similar state statutes, and any regulations promulgated thereunder, (ii) any other federal, state or local law,
ordinance, rule or regulation, now or hereafter in effect, that deals with or otherwise in any manner relates to, environmental matters of any kind, or (iii) the common law. Purchaser hereby specifically acknowledges that Purchaser has
carefully reviewed this Section 11.3.2 and has discussed its import with legal counsel and that the provisions of this Section 11.3.2 are a material part of this Agreement. PURCHASER ACKNOWLEDGES THAT IT IS FAMILIAR WITH AND
VOLUNTARILY WAIVES ANY RIGHT OR BENEFIT ARISING FROM SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA WHICH PROVIDES AS FOLLOWS: 

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME
OF EXECUTING THE RELEASE WHICH IF 
  

 37 








 
KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” 

WITH RESPECT TO THE LIMITED WAIVER AND RELEASE SPECIFIED ABOVE, PURCHASER WAIVES AND RELINQUISHES ANY RIGHT OR BENEFIT IT HAS OR MAY HAVE
UNDER ANY SIMILAR PROVISION OF THE STATUTORY OR NON-STATUTORY LAW OF ANY JURISDICTION. 
  

													
	PURCHASER:	 		 	SELLER:
			
	 PACIFIC OFFICE MANAGEMENT, INC.,

a Delaware corporation
	 		 	GRE CARLTON PLAZA LP, a Delaware
limited partnership
					
	By:	 	/s/ Matthew J. Root	 		 	By:	 	GRE Carlton Plaza GP LLC,
	Name:	 	Matthew J. Root	 		 		 	a Delaware limited liability company
	Its:	 	Chief Investment Officer	 		 	Its:	 	General Partner
						
		 		 		 		 	By:	 	/s/ Joseph P. Mahoney
		 		 		 		 		 	Name:	 	Joseph P. Mahoney
		 		 		 		 		 	Its:	 	Authorized Signatory
			
	SELLER:	 		 	SELLER

  

 38 









																	
	 TUSTIN-MICHELLE PARTNERS LLC,

a Delaware limited partnership
	 	 GRE WARNER DESOTO LLC, a Delaware

limited liability company

				
	By:  	 	Guggenheim Plus Leveraged LLC,	 	By:	 	Guggenheim Plus Leveraged LLC,
		 	a Delaware limited liability company	 		 	a Delaware limited liability company
	Its:	 	Managing Member	 	Its:	 	Managing Member
							
		 	By:	 	/s/ Joseph P. Mahoney	 		 		 	By:	 	/s/ Joseph P. Mahoney
		 	Name:	 	Joseph P. Mahoney	 		 		 	Name:	 	Joseph P. Mahoney
		 	Its:	 	Authorized Signatory	 		 		 	Its:	 	Authorized Signatory
		
	SELLER:	 	SELLER:
		
	 GRE WARNER DESOTO LLC, a Delaware

limited liability company
	 	 GRE WARNER CALIFA LLC, a Delaware

limited liability company

				
	By:	 	Guggenheim Plus Leveraged LLC,	 	By:	 	Guggenheim Plus Leveraged LLC,
		 	a Delaware limited liability company	 		 	a Delaware limited liability company
	Its:	 	Managing Member	 	Its:	 	Managing Member
							
		 	By:	 	/s/ Joseph P. Mahoney	 		 		 	By:	 	/s/ Joseph P. Mahoney
		 	Name:	 	Joseph P. Mahoney	 		 		 	Name:	 	Joseph P. Mahoney
		 	Its:	 	Authorized Signatory	 		 		 	Its:	 	Authorized Signatory
		
	SELLER:	 	SELLER:
		
	 GRE WARNER CANOGA LLC, a Delaware

limited liability company
	 	 GRE EMPIRE TOWERS FOUR LLC, a

Delaware limited liability company

				
	By:  	 	Guggenheim Plus Leveraged LLC,	 	By:	 	Guggenheim Plus Leveraged LLC,
		 	a Delaware limited liability company	 		 	a Delaware limited liability company
	Its:	 	Managing Member	 	Its:	 	Managing Member
							
		 	By:	 	/s/ Joseph P. Mahoney	 		 		 	By:	 	/s/ Joseph P. Mahoney
		 	Name:	 	Joseph P. Mahoney	 		 		 	Name:	 	Joseph P. Mahoney
		 	Its:	 	Authorized Signatory	 		 		 	Its:	 	Authorized Signatory
		
	SELLER:	 	SELLER:

  

 39 









																	
		
	 GRE FOOTHILL LLC, a Delaware limited

liability company
	 	 GRE MIRA MESA LLC, a Delaware limited

liability company

				
	By:  	 	Guggenheim Plus Leveraged LLC,	 	By:	 	Guggenheim Plus Leveraged LLC,
		 	a Delaware limited liability company	 		 	a Delaware limited liability company
	Its:	 	Managing Member	 	Its:	 	Managing Member
							
		 	By:	 	/s/ Joseph P. Mahoney	 		 		 	By:	 	/s/ Joseph P. Mahoney
		 	Name:	 	Joseph P. Mahoney	 		 		 	Name:	 	Joseph P. Mahoney
		 	Its:	 	Authorized Signatory	 		 		 	Its:	 	Authorized Signatory

 This
Section 11.3.2 shall survive the Closing forever. 
 ARTICLE XII 

CASUALTY AND CONDEMNATION 

Promptly upon learning thereof, the applicable Seller shall give Purchaser written notice of any condemnation, damage or destruction of
its Real Property occurring prior to the Closing. 
 12.1     Single Real
Property.     If, prior to the Closing, all or a material portion of any one (1) Real Property is condemned, damaged or destroyed by an insured casualty, Purchaser shall have the option of either (i) applying
the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance, unless allocable to the period from and after the Closing) toward the payment of the Purchase Price to the
extent such condemnation awards or insurance payments have been received by Seller, and receiving a credit against the Purchase Price in an amount equal to any applicable deductible and/or self-insured amount under any such insurance policy and/or
the estimated cost of repair of any uninsured casualty damage as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to Purchaser, and receiving an assignment from Seller of Seller’s right, title and interest in any
such awards or payments not theretofore received by Seller, or (ii) removing the affected Real Property from Property Pool B and closing the transaction as otherwise contemplated hereby with a reduction of the Purchase Price equal to the
allocated value of such Real Property as set forth on Exhibit D. 
 12.2     Multiple Real
Properties.     If, prior to the Closing, all or a material portion of more than one (1) Real Property is condemned, damaged or destroyed by an insured casualty, Purchaser shall have the option of either
(i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance, unless allocable to the period from and after the Closing) toward the payment of the
Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving a credit against the Purchase Price in an amount equal to any applicable deductible and/or self-insured amount under any such
insurance policy and/or the estimated cost of repair of any uninsured casualty damage as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to Purchaser, and receiving an assignment from Seller of Seller’s right,
title and interest in any such awards or payments not theretofore received by 
  

 40 








 
Seller, or (ii) removing the affected Real Properties from Property Pool B and closing the transaction as otherwise contemplated hereby with a reduction of the Purchase Price equal to the
allocated values of such Real Properties as set forth on Exhibit D. 
 12.3     Non-Material
Portion.     If, prior to the Closing, a portion of any Real Property is condemned, damaged or destroyed and such portion is not a material portion of such Real Property, the proceeds of any condemnation award or payment
under any insurance policies shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, Seller shall credit against the Purchase Price the amount of any
applicable deductible and/or self-insured amount under any insurance policies and/or the estimated cost of repair of any uninsured casualty damage, and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid
awards or payments. For purposes of this Article XII, the term “material portion” shall mean condemnation, damage or destruction of a portion of any Real Property, the value of which is greater than five percent (5%) of the
allocated value of such Real Property as set forth on Exhibit D, or an absence of reasonable access to such Real Property. Notwithstanding the provisions of Section 12.1 and Section 12.2, if the damage or destruction of a Real Property
arises out of an uninsured risk in an amount greater than five percent (5%) of the Purchase Price allocated to such Real Property as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to Purchaser, Seller may elect,
by written notice (a “Removal Notice”) to Purchaser delivered within ten (10) days of the occurrence of such damage or destruction to remove the affected Real Property from Property Pool B, in which event the transaction shall close
as otherwise contemplated hereby without such removed Real Property and with a reduction of the Purchase Price equal to the allocated values of such removed Real Property as set forth on Exhibit D; provided further, that if Seller so delivers a
Removal Notice electing to remove the affected Real Property from Property Pool B, Purchaser may elect, by written notice delivered to Seller within ten (10) days following receipt of such Removal Notice from Seller, to nullify Seller’s
election, in which event such affected Real Property shall not be removed from Property Pool B but the maximum credit which Purchaser may receive at the Closing allocable to the uninsured damage to such affected Real Property shall be five percent
(5%) of the Purchase Price allocated to such Real Property. 
 ARTICLE XIII 

CONDUCT PRIOR TO CLOSING 

13.1     Conduct.     From and after the date hereof, each Seller shall operate the
Real Property owned by such Seller in accordance with its standard business procedures. Without limiting the generality of the foregoing, prior to the Closing or the earlier termination of this Agreement, subject to casualty events, each Seller
shall maintain its respective Real Property in substantially its present condition, subject to normal wear and tear, and each Seller shall not materially diminish the quality or quantity of maintenance and upkeep services heretofore provided to the
Real Property. During the period from the date hereof until the Closing or earlier termination of this Agreement, each Seller shall discontinue all marketing efforts with respect to the sale of the Property and shall terminate all negotiations with
any other person or entity other than Purchaser for the sale or disposition of the Property. 
  

 41 








 13.2    Actions Prohibited.    No
Seller shall, without the prior written approval of Purchaser, which approval will not be unreasonably withheld or delayed: 

(i)    make any material structural alterations or additions to any Real Property except, upon
written notice to Purchaser, as (a) in the ordinary course of operating such property, (b) required for maintenance and repair, or (c) required by this Agreement; 

(ii)    sell, transfer, encumber or change the status of title of all or any portion of any Real
Property; 
 (iii)    change or attempt to change, directly or indirectly, the current
zoning of any Real Property in a manner materially adverse to it; or 
 (iv)    cancel,
amend or modify, in a manner materially adverse to any Real Property, any license or permit held by Seller with respect to any Real Property or any part thereof which would be binding upon Purchaser after the Closing. 

13.3    New Leases and Contracts and Pre-Closing Notices.    Following the full
execution and delivery of this Agreement and prior to the Due Diligence Period Expiration Date and Purchaser’s delivery of the Second Deposit to Escrow Agent, no Seller may enter into, amend, modify or terminate any new or existing Lease or
Contract without providing Purchaser with written notice of the same together with a copy thereof. After the Due Diligence Period Expiration Date and Purchaser’s delivery of the Second Deposit to Escrow Agent, no Seller may enter into, amend,
modify or terminate any new or existing Lease or Contract without Purchaser’s consent, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the preceding sentence, a Seller may enter into, amend, modify or
terminate any new or existing Contracts at any time without Purchaser’s consent, but upon reasonable prior written notice to Purchaser, if doing so is in the ordinary course of operating the Real Property owned by such Seller and the contract
(i) will not be binding on Purchaser or (ii) is cancelable on thirty (30) days or less notice without penalty or premium. As used in this Agreement, “Contracts” shall mean all written or oral: (a) insurance, management,
leasing, security, janitorial, cleaning, pest control, waste disposal, landscaping, advertising, service, maintenance, operating, repair, collective bargaining, employment, employee benefit, severance, franchise, licensing, supply, purchase,
consulting, professional service, advertising, promotion, public relations and other contracts and commitments in any way relating to the Property or any part thereof, together with all supplements, amendments and modifications thereto; and
(b) equipment leases and all rights and options of Seller thereunder, together with all supplements, amendments and modifications thereto; provided that the “Contracts” shall specifically exclude the Leases. 

If any Seller shall request Purchaser’s approval to any of the foregoing matters, Purchaser shall have three (3) business days
from its receipt of such request to give such Seller notice of its approval or disapproval of such matter. If Purchaser does not give such notice, such matter shall be deemed approved by Purchaser. 

During the time period commencing upon the date hereof and terminating on the Closing or the earlier termination of this Agreement,
Seller shall deliver to Buyer prompt notice of: (A) 
  

 42 








 
the occurrence of any inspections of any Real Property by any governmental authority; (B) any actual or alleged default by a party to any Contract; (C) any actual or alleged default by
any party to any Lease; (D) any notices of violations of laws, ordinances, orders, directives, regulations or requirements issued by; filed by or served by any governmental agency against Seller or any Property. 

13.4    Confidentiality.    Upon the execution of this Agreement, that certain
letter agreement between Plus LLC and Purchaser dated October 9, 2009, each Seller and Purchaser shall terminate and be of no further force or effect. Purchaser shall treat all of items delivered by Sellers to Purchaser pursuant to this
Agreement prior to the Closing as confidential and proprietary information of Sellers. Purchaser shall hold such information in confidence and shall not disclose such information or materials to any third-parties other than Purchaser’s
attorneys, employees, agents, consultants, contractors, subcontractors, accountants and existing and prospective investors and lenders on a “need to know” basis. Purchaser shall instruct any such outside parties described above to whom
such disclosure is made to treat and hold such information as confidential and proprietary. The covenants of Purchaser set forth in this Section 13.4 shall not apply to any information that: (a) is, or subsequently becomes, part of the
public domain other than as a result of a breach of this Agreement by Purchaser; (b) was communicated to Purchaser from other sources prior to the time of disclosure by Sellers to Purchaser and such prior knowledge can be reasonably
demonstrated by Purchaser; and/or (c) is required by law to be disclosed. Nothing contained herein shall preclude Purchaser from disclosing all or any portion of such confidential information or materials: (1) pursuant to or in connection
with a judicial order, governmental inquiry, subpoena, or other legal process; (2) in order to initiate, defend or otherwise pursue legal proceedings between the parties in connection with this Agreement; and/or (3) to the extent required
in the good faith judgment of Purchaser’s counsel by securities laws and related regulations in connection with the Common Stock Follow-on Offering, provided that to the extent of any disclosure or marketing materials making reference to
Sellers (beyond merely identifying Sellers) or “Guggenheim Plus Leveraged LLC” or any other use of the “Guggenheim” name, such reference shall be subject to Sellers’ review and approval, which approval shall not be
unreasonably withheld and which approval shall be deemed to be granted if written notice withholding approval and specifying the reasonable basis therefor is not delivered to Purchaser within one (1) business day following receipt of
Purchaser’s request for approval pursuant hereto. The covenants and agreements of Purchaser set forth in the foregoing provisions of this Section 13.4 hereof shall not survive the Closing. For a period of thirty (30) days following
the Closing, Purchaser shall not issue a press release or otherwise communicate with media representatives regarding the sale and purchase contemplated by this Agreement to the extent such press release or communication makes reference to Sellers
(beyond merely identifying Sellers) or “Guggenheim Plus Leveraged LLC” or any other use of the “Guggenheim” name, unless such reference has been reviewed and approved by Sellers, which approval shall not be unreasonably withheld
and which approval shall be deemed to be granted if written notice withholding approval and specifying the reasonable basis therefor is not delivered to Purchaser within one (1) business day following receipt of Purchaser’s request for
approval pursuant hereto. 
 13.5    Right to Cure.    If any title defect
or other matter which would entitle Purchaser to terminate this Agreement shall first arise after Purchaser notifies Sellers of its approval pursuant to Section 5.3 and prior to the Closing or if any Seller shall have breached any

  

 43 








 
representation or warranty hereunder, such Seller may elect, by written notice to Purchaser, to cure such title defect or other matter by causing it to be removed, insured over or bonded to cure
such breach in a manner reasonably acceptable to Purchaser and Seller may adjourn the Closing for the applicable Property for up to thirty (30) days to do so. Nothing contained in this Section 13.5 shall require any Seller to cure any such
title defect or other matter or to incur any liability or expense to do so except as may be otherwise expressly provided in Section 5.3.1 or elsewhere in this Agreement. 

13.6    Contract Cancellation.    Seller shall terminate as of the Closing any
property management agreement, listing or brokerage agreement or other Contracts affecting any Real Property without cost to Purchaser and Purchaser shall not be responsible for any salaries, benefits or other compensation due to onsite employees of
the current property manager, brokers or other third parties under such Contracts. 

13.7    Purchaser Covenant.    The REIT shall use its commercially reasonable
efforts to file with the U.S. Securities and Exchange Commission any reports required to be filed by it under the Securities Exchange Act of 1934, as amended, to the extent required to enable Seller to sell the Shares without registration under the
Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act (or any comparable successor rules), but subject to the restrictions on sale or transfer of the Shares included in Section 2.1.4. The REIT
shall furnish to any holder of the Shares upon request a written statement executed by the REIT as to the steps it has taken to comply with the current public information requirement of Rule 144 under the Securities Act (or such comparable successor
rules). The REIT shall use its commercially reasonable efforts to facilitate and expedite transfers of the Shares pursuant to Rule 144 under the Securities Act, which efforts shall include timely notice to its transfer agent to expedite such
transfers of Shares, provided that such transfers are then permitted pursuant to the terms of this Agreement. 
 Prior to the issuance thereof,
the REIT shall use its commercially reasonable efforts to cause the Shares to be listed on the New York Stock Exchange (or such other national securities exchange on which the Common Stock is then listed) and shall use its commercially reasonable
efforts to maintain such listing for so long as the Seller holds the Shares. 
 The REIT will use its commercially reasonable efforts to cause
the Shares to constitute “covered securities” for the purposes of Section 18 of the Securities Act by maintaining the listing of the Common Stock on the New York Stock Exchange or such other qualifying national securities exchange. In
the event that the Shares cease to constitute “covered securities,” the Purchaser shall file such documents as may be necessary to register or qualify the Shares under the securities or “blue sky” laws of such states as the
Seller may reasonably request, and use its reasonable efforts to cause such filings to become effective in a timely manner; provided, however, that the REIT shall not be obligated to qualify as a foreign corporation to do business under the
laws of any such state in which it is not then qualified or to file any general consent to service of process in any such state. Once such filings are effective, the Purchaser shall use its reasonable efforts to keep such filings effective until
such time as all of the Shares have been disposed of by the Seller. 
  

 44 








 ARTICLE XIV 

NOTICES 

All notices, demands or other communications given hereunder, by the parties hereto or their respective counsel on their behalf, shall be
in writing, and shall be deemed to have been duly delivered (i) upon the delivery (or refusal to accept delivery) by messenger or overnight express delivery service (or, if such date is not on a business day, on the business day next following
such date), or (ii) on the third (3rd) business day next following the date of its mailing by certified mail, postage prepaid, at a post office maintained by the United States Postal Service, or (iii) upon the receipt by facsimile
transmission as evidenced by a receipt transmission report (followed by delivery by one of the other means identified in (i)-(ii)), addressed as follows: 

If to Purchaser, to: 

Pacific Office Management, Inc. 

10188 Telesis Court, Suite 222 

San Diego, California 92121 

Attn: Matthew J. Root, Chief Investment Officer 

Telephone (858) 678-8500 

Facsimile (858) 678-8504 

with a copy to: 

Pacific Office Management, Inc. 

233 Wilshire Boulevard, Suite 310 

Santa Monica, California 90401 

Attn: Tamara Edwards, Esq. 

Telephone (310) 395-3348 

Facsimile: (310) 395-2741 

and with a copy to: 

Cox, Castle & Nicholson LLP 

555 California Street,
10th Floor 

San Francisco, California 94104 

Attn: Scott Brooks, Esq. 

Telephone (415) 392-4200 

Facsimile: (415) 392-4250 
  

 45 








 If to Sellers or any Seller, to: 

Guggenheim Plus Leveraged LLC 

c/o Guggenheim Partners 

4 Copley Place 

Boston, MA 02116 

Attention: Joseph P. Mahoney 

Telephone: (617) 536-5539 

Facsimile: (617) 536-5455 

with a copy to: 

Goodwin Procter LLP 

Exchange Place 

Boston, MA 02109 

Attention: Samuel L. Richardson, Esq. 

Telephone: (617) 570-1878 

Facsimile: (617) 227-8591 

If to Escrow Agent, to: 

First American Title Insurance Company 

National Commercial Services 

4380 La Jolla Village Drive, Suite #200 

San Diego, CA 92122 

Attn: Frank “Skip” Santy 

Telephone: (858) 410-2155 

Facsimile: (877) 461-2093 

Either party may, by notice given as aforesaid, change the address or addresses, or designate an additional address or additional addresses, for its
notices, provided, however, that no notice of a change of address shall be effective until actual receipt of such notice. 

ARTICLE XV 

TRANSFER OF POSSESSION 

15.1    Transfer of Possession.    Possession of the Real Properties shall be
transferred to Purchaser at the time of Closing subject to the Permitted Encumbrances. 

15.2    Delivery of Documents at Closing.    At the time of Closing, each Seller
shall deliver to Purchaser originals or copies of any additional documents, instruments or records in the possession of such Seller or its agents which are necessary for the ownership and operation of the Real Properties, including, without
limitation (a) originals, or if the originals are not available, copies of all of the Leases, Permits and Entitlements and other Intangible Property in Seller’s possession or control, (b) a letter to each of the Tenants under the
Leases, in form and substance reasonably satisfactory to Purchaser, advising such Tenants of the sale of the Property to Purchaser and directing the Tenants to tender all future payments under the Leases to

  

 46 








 
Purchaser, (c) an updated, current rent roll relating to the Real Property, certified by Sellers as being true, correct and complete in all material respects as of a date not earlier than
two (2) days prior to the Closing, which shall provide the basis for estimated prorations at Closing pursuant to this Agreement, and (d) all keys and security cards, if any, relating to the Real Property, and such additional documents,
instructions or other items as may be necessary to operate any security systems on the Real Property. 
 ARTICLE XVI

 GENERAL PROVISIONS 

16.1    Captions.    Captions in this Agreement are inserted for convenience of
reference only and do not define, describe or limit the scope or the intent of this Agreement or any of the terms hereof. 

16.2    Exhibits.    All exhibits referred to herein and attached hereto are a part
hereof. 
 16.3    Entire Agreement.    This Agreement contains the entire
agreement between the parties relating to the transaction contemplated hereby and all prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged herein. 

16.4    Modification.    No modification, waiver, amendment, discharge or change of
this Agreement shall be valid unless the same is in writing and signed by the party against which the enforcement of such modification, waiver, amendment, discharge or change is or may be sought. 

16.5    Attorneys’ Fees.    Should any party hereto employ an attorney for the
purpose of enforcing or construing this Agreement, or any judgment based on this Agreement, in any legal proceeding whatsoever, including insolvency, bankruptcy, arbitration, declaratory relief or other litigation, the prevailing party shall be
entitled to receive from the other party or parties thereto reimbursement for all reasonable attorneys’ fees and all costs, whether incurred at the trial or appellate level, including but not limited to service of process, filing fees, court
and court reporter costs, investigative costs, expert witness fees and the cost of any bonds, whether taxable or not, and such reimbursement shall be included in any judgment, decree or final order issued in that proceeding. The “prevailing
party” means the party in whose favor a judgment, decree, or final order is rendered. 

16.6    Governing Law.    This Agreement shall be construed and enforced in
accordance with the laws of California. 
 16.7    Time of
Essence.    Time is of the essence to this Agreement and to all dates and time periods set forth herein. 

16.8    Survival of Warranties.    Only those warranties and representations
contained in Sections 11.1 and 11.2 and the provisions of Section 11.3 shall survive the Closing, the delivery of the Deed and the payment of the Purchase Price, provided that (i) such representations and warranties (but not such
provisions) shall cease and terminate twelve (12) months after the date of Closing, except in respect of any representation or warranty as to which Purchaser or Seller, as the case may be, shall have commenced, on or before such twelve
(12) month anniversary, a 
  

 47 








 
legal proceeding based on the breach thereof as of the date of Closing, and then only for so long as such proceeding shall continue and limited to the breach therein claimed, (ii) Seller
shall have no liability to Purchaser with respect to any representation or warranty that relate to a particular Seller or a particular Real Property unless and until the damages suffered by Purchaser as a result thereof shall equal or exceed fifteen
one-hundredths percent (0.15%) of the allocated value of such Real Property as set forth in Exhibit D, and (iii) the maximum total liability for which Seller shall be responsible with respect to all representations and warranties shall not
exceed the Maximum Liability Cap (as defined below) in the aggregate. Unless otherwise expressly herein stated to survive, all other representations, covenants, indemnities, conditions and agreements contained herein shall merge into and be
superseded by the various documents executed and delivered at Closing and shall not survive the Closing. Seller shall have no liability to Purchaser after Closing for any matter disclosed by Seller or learned by Purchaser prior to Closing.

 16.9    Assignment by Purchaser.    Purchaser may not assign its rights
under this Agreement; except, however, that Purchaser shall have the right to assign this Agreement, separately as to each of the Properties (including, without limitation, as provided in Section 5.4.2 above), to (i) any entity in which
Purchaser or any entity controlled by, controlling or under common control with Purchaser has an interest; or (ii) to a tenancy in common structure in which one or more of the tenants in common is an entity in which Purchaser or any entity
controlled by, controlling or under common control with Purchaser has an interest, without Seller’s consent or approval, provided, (a) Purchaser delivers to the applicable Seller written notice of its intention to do so at least five
(5) business days prior to Closing, which notice shall include the legal name and structure of the proposed assignee, as well as any other information that Seller may reasonably request including compliance with Section 11.2.6 (compliance
may be in the form of the proposed assignee making the same representation as in Section 11.2.6), (b) Purchaser and the proposed assignee shall execute an assignment and assumption of this Agreement in form and substance reasonably
satisfactory to such Seller, (c) in no event shall any assignment of this Agreement release or discharge Purchaser from any liability or obligation hereunder, and (d) in the event of an assignment by Purchaser to one or more entities where
Purchaser and/or one or more entities controlled by, controlling or under common control with Purchaser are to acquire less than a fifty percent (50%) interest in Property Pool B at Closing, then Seller may elect, by written notice delivered to
Purchaser within three (3) days following receipt of written notice of such assignment, to require Purchaser to pay all of the Purchase Price in cash or other immediately available funds (without any transfer of Common Stock), subject to the
terms of this Agreement. Seller’s failure to deliver such written notice within such three (3) day period electing whether or not to require Purchaser to pay all of the Purchase Price in cash or other immediately available funds shall be
deemed to constitute Seller’s election to require Purchaser to pay all of the Purchase Price in cash or other immediately available funds (without any transfer of Common Stock). 

16.10    Severability.    If any term, covenant, condition, provision or agreement
herein contained is held to be invalid, void or otherwise unenforceable by any court of competent jurisdiction, the fact that such term, covenant, condition, provision or agreement is invalid, void or otherwise unenforceable shall in no way affect
the validity or enforceability of any other term, covenant, condition, provision or agreement herein contained. 
  

 48 








 16.11    Successors and
Assigns.    All terms of this Agreement shall be binding upon, inure to the benefit of and be enforceable by, the parties hereto and their respective legal representatives, successors and assigns (subject to
Section 16.9). 
 16.12    Interpretation.    Sellers and Purchaser
acknowledge each to the other that both they and their counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed
in the interpretation of this Agreement or any amendments or exhibits hereto. 

16.13    Counterparts.    This Agreement may be executed in any number of
counterparts, each of which so executed shall be deemed an original; such counterparts shall together constitute but one agreement. 

16.14    Recordation.    This Agreement may not be recorded and any attempt to do
so shall be of no effect whatsoever. 
 16.15    Limitation on
Liability.    In any action brought to enforce the obligations of any Seller under this Agreement or any other document delivered in connection herewith (including, without limitation, any amount owing pursuant to
Section 3 of the Assignment and Assumption), the judgment or decree shall be subject to the provisions of Section 16.8 and shall, otherwise in any event, be enforceable against each Seller only up to a maximum of three percent (3%) of
the allocated value of Seller’s Real Property as set forth in Exhibit D, and against Sellers in the aggregate of three percent (3%) of the Purchase Price (“Maximum Liability Cap”). No shareholder, officer, employee or agent of or
consultant to, or of, Seller shall be held to any personal liability hereunder, and no resort shall be had to their property or assets, or the property or assets of Seller for the satisfaction of any claims hereunder or in connection with the
affairs of Seller. Furthermore, Seller’s liability under this Agreement is explicitly limited to Seller’s interest in Property Pool B, including any proceeds thereof. Purchaser shall have no recourse against any other property or assets of
Seller, the general account of Seller, any separate account of Seller, or to any of the past, present or future, direct or indirect, shareholders, partners, members, managers, principals, directors, officers, agents, incorporators, affiliates or
representatives of Seller (collectively, “Seller Parties”) or of any of the assets or property of any of the foregoing for the payment or collection of any amount, judgment, judicial process, arbitral award, fee or cost or for any other
obligation or claim arising out of or based upon this Agreement and requiring the payment of money by Seller. Except as otherwise expressly set forth in this Section 16.15, neither Seller nor any Seller Party shall be subject to levy, lien,
execution, attachment or other enforcement procedure for the satisfaction of any of Purchaser’s rights or remedies under or with respect to this Agreement, at law, in equity or otherwise. Purchaser shall not seek enforcement of any judgment,
award, right or remedy against any property or asset of Seller or any Seller Parties other than Seller’s interest in Property Pool B or any proceeds thereof. The provisions of this Section 16.15 shall survive the termination of this
Agreement. 
 16.16    Business Day.    As used in this Agreement,
“business day” shall be deemed to be any day other than a day on which banks in the state of California shall be permitted or required to close and all references to time of day herein shall refer to California time. 

 

 49 








 16.17    Waiver of Jury
Trial.    PURCHASER AND SELLERS HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR
ANY DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ANY ACTIONS OF EITHER PARTY ARISING OUT OF OR RELATED IN ANY MANNER WITH THIS AGREEMENT OR
PROPERTY POOL B (INCLUDING WITHOUT LIMITATION, ANY ACTION TO RESCIND OR CANCEL THIS AGREEMENT OR ANY CLAIMS OR DEFENSES ASSERTING THAT THIS AGREEMENT WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE). THIS WAIVER IS A MATERIAL INDUCEMENT
FOR SELLER AND PURCHASER TO ENTER INTO AND ACCEPT THIS AGREEMENT AND THE DOCUMENTS TO BE DELIVERED BY PURCHASER AND SELLER AT CLOSING, AND SHALL SURVIVE THE CLOSING OR TERMINATION OF THIS AGREEMENT. Each party hereby authorizes and empowers the
other to file this Section 16.17 and this Agreement with the clerk or judge of any court of competent jurisdiction as a written consent to waiver of jury trial. Purchaser and Sellers agree and intend that this paragraph constitutes a written
consent to waiver of trial by jury within the meaning of California Code of Civil Procedure Section 631(a)(2). 

16.18    Exchange Cooperation.    Purchaser may acquire Property Pool B as part of
an Internal Revenue Code tax deferred exchange for the benefit of Purchaser. Sellers agree to assist and cooperate with the other in such exchange at no cost, expense or liability to itself and further agree to execute any and all documents (subject
to the reasonable approval of legal counsel) as are reasonably necessary in connection with such exchange. As part of any exchange, Sellers and Purchaser shall not be obligated to acquire or convey any other property as part of such exchange. No
permitted assignment hereunder shall relieve Purchaser of liability hereunder. 
 16.19    Seller
Requirements.    Upon Purchaser’s written request, for a period of two (2) years following the Closing, Seller shall make Seller’s Books and Records available to Purchaser for inspection, copying and audit
by Purchaser’s designated accountants, at Purchaser’s expense, to enable or assist any of Purchaser, the REIT or any of their respective affiliates (collectively, the “Public Reporting Entities”), or their successors and assigns,
to make any necessary or appropriate filings (as specified on Exhibit P attached hereto), if, as and when such filing may be required by the Securities and Exchange Commission (“SEC”) or otherwise by applicable law. Furthermore, and
without limiting the foregoing, for a period of two (2) years following the Closing, Seller, or, in the event Seller is dissolved, an affiliate of Seller acceptable to Purchaser in Purchaser’s sole discretion, shall execute the form of
audit letter contained in Exhibit Q attached hereto, as the same may be modified from time to time, as and when requested by Purchaser. The covenants and agreements set forth in this Section hereof shall survive the Closing for a period of two
(2) years. 
  

 50 








 ARTICLE XVII 

ESCROW AGENT DUTIES AND DISPUTES 

17.1    Other Duties of Escrow Agent.    Escrow Agent shall not be bound in any way
by any other agreement or contract between any Seller and Purchaser, whether or not Escrow Agent has knowledge thereof. Escrow Agent’s only duties and responsibilities with respect to the Deposit shall be to hold the Deposit and other documents
delivered to it as agent and to dispose of the Deposit and such documents in accordance with the terms of this Agreement. Without limiting the generality of the foregoing, Escrow Agent shall have no responsibility to protect the Deposit and shall
not be responsible for any failure to demand, collect or enforce any obligation with respect to the Deposit or for any diminution in value of the Deposit from any cause, other than Escrow Agent’s negligence or willful misconduct. Escrow Agent
may, at the expense of Seller and Purchaser, consult with counsel and accountants in connection with its duties under this Agreement. Escrow Agent shall not be liable to the parties hereto for any act taken, suffered or permitted by it in good faith
in accordance with the advice of counsel and accountants. Escrow Agent shall not be obligated to take any action hereunder that may, in its reasonable judgment, result in any liability to it unless Escrow Agent shall have been furnished with
reasonable indemnity satisfactory in amount, form and substance to Escrow Agent. 

17.2    Disputes.    Escrow Agent is acting as a stakeholder only with respect to
the Deposit. If there is any dispute as to whether Escrow Agent is obligated to deliver the Deposit or as to whom the Deposit is to be delivered, Escrow Agent shall not make any delivery, but shall hold the Deposit until receipt by Escrow Agent of
an authorization in writing, signed by all the parties having an interest in the dispute, directing the disposition of the Deposit, or, in the absence of authorization, Escrow Agent shall hold the Deposit until the final determination of the rights
of the parties in an appropriate proceeding. Escrow Agent shall have no responsibility to determine the authenticity or validity of any notice, instruction, instrument, document or other item delivered to it, and it shall be fully protected in
acting in accordance with any written notice, direction or instruction given to it under this Agreement and believed by it to be authentic. If written authorization is not given, or proceedings for a determination are not begun, within thirty
(30) days after the date scheduled for the closing of title and diligently continued, Escrow Agent may, but is not required to, bring an appropriate action or proceeding for leave to deposit the Deposit with a court of the State of California
pending a determination. Escrow Agent shall be reimbursed for all costs and expenses of any action or proceeding, including, without limitation, attorneys’ fees and disbursements incurred in its capacity as Escrow Agent, by the party determined
not to be entitled to the Deposit. Upon making delivery of the Deposit in the manner provided in this Agreement, Escrow Agent shall have no further liability hereunder. In no event shall Escrow Agent be under any duty to institute, defend or
participate in any proceeding that may arise between Sellers and Purchaser in connection with the Deposit. 

17.3    Reports.    Escrow Agent shall be responsible for the timely filing of any
reports or returns required pursuant to the provisions of Section 6045(e) of the Internal Revenue Code of 1986 (and any similar reports or returns required under any state or local laws) in connection with the closing of the transaction
contemplated by this Agreement. 
  

 51 








 17.4    Option Consideration.    In
consideration for each Seller’s removal of the Real Properties from the market and Purchaser’s right to terminate this Agreement on or prior to the Due Diligence Period Expiration Date, together with the Deposit, Purchaser shall deliver an
amount equal to One Thousand Dollars ($1,000) (the “Option Consideration”) to the Escrow Agent, which Option Consideration shall be immediately be released to Sellers by Escrow Agent and shall be non-refundable under any circumstances (but
shall be applied to the Purchase Price at Closing). 
 [Signature page to follow] 

 

 52 








 IN WITNESS WHEREOF, this Agreement has been executed as of the date first set forth
above. 
  

			
	PURCHASER:
	
	 PACIFIC OFFICE MANAGEMENT, INC.,

a Delaware corporation

		
	By:	 	/s/ Matthew J. Root
	Name:	 	Matthew J. Root
	Its:	 	Chief Investment Officer



SELLER: 
  

															
	GRE CARLTON PLAZA LP, a Delaware limited partnership	 	TUSTIN-MICHELLE PARTNERS LLC, a Delaware limited partnership
					
	By:  	 	 GRE Carlton Plaza GP LLC,

a Delaware limited liability company
	 		 	By:  	 	 Guggenheim Plus Leveraged LLC,

a Delaware limited liability company

	Its:  	 	General Partner	 		 	Its:  	 	Managing Member
							
		 	By:	 	/s/ Joseph P. Mahoney                	 		 		 	By:	 	/s/ Joseph P. Mahoney                
		 	Name:	 	Joseph P. Mahoney	 		 		 	Name:	 	Joseph P. Mahoney
		 	Its:	 	Authorized Signatory	 		 		 	Its:	 	Authorized Signatory
		
	GRE WARNER DESOTO LLC, a Delaware limited liability company	 	GRE WARNER CALIFA LLC, a Delaware limited liability company
					
	By:  	 	 Guggenheim Plus Leveraged LLC,

a Delaware limited liability company
	 		 	By:  	 	 Guggenheim Plus Leveraged LLC,

a Delaware limited liability company

	Its:  	 	Managing Member	 		 	Its:  	 	Managing Member
							
		 	By:	 	/s/ Joseph P. Mahoney                	 		 		 	By:	 	/s/ Joseph P. Mahoney                
		 	Name:	 	Joseph P. Mahoney	 		 		 	Name:	 	Joseph P. Mahoney
		 	Its:	 	Authorized Signatory	 		 		 	Its:	 	Authorized Signatory

  

 
  

 [Signature Page to Sale, Purchase and Escrow Agreement] 









															
	GRE WARNER CANOGA LLC, a Delaware limited liability company	 	GRE EMPIRE TOWERS FOUR LLC, a Delaware
limited liability company
					
	By:  	 	 Guggenheim Plus Leveraged LLC,

a Delaware limited liability company
	 		 	By:  	 	 Guggenheim Plus Leveraged LLC,

a Delaware limited liability company

	Its:  	 	Managing Member	 		 	Its:  	 	Managing Member
							
		 	By:	 	/s/ Joseph P. Mahoney                	 		 		 	By:	 	/s/ Joseph P. Mahoney                
		 	Name:	 	Joseph P. Mahoney	 		 		 	Name:	 	Joseph P. Mahoney
		 	Its:	 	Authorized Signatory	 		 		 	Its:	 	Authorized Signatory
		
	GRE FOOTHILL LLC, a Delaware limited
liability company	 	GRE MIRA MESA LLC, a Delaware limited
liability company
					
	By:  	 	 Guggenheim Plus Leveraged LLC,

a Delaware limited liability company
	 		 	By:  	 	 Guggenheim Plus Leveraged LLC,

a Delaware limited liability company

	Its:  	 	Managing Member	 		 	Its:  	 	Managing Member
							
		 	By:	 	/s/ Joseph P. Mahoney                	 		 		 	By:	 	/s/ Joseph P. Mahoney                
		 	Name:	 	Joseph P. Mahoney	 		 		 	Name:	 	Joseph P. Mahoney
		 	Its:	 	Authorized Signatory	 		 		 	Its:	 	Authorized Signatory

  

 
  

 [Signature Page to Sale, Purchase and Escrow Agreement] 








 CONSENT AND AGREEMENT OF ESCROW AGENT 

The undersigned Escrow Agent hereby agrees to (i) accept the foregoing Agreement, (ii) be escrow agent under said
Agreement, and (iii) be bound by said Agreement in the performance of its duties as escrow agent. 
  

					
	FIRST AMERICAN TITLE INSURANCE COMPANY
		
	By:	 	   /s/ Lynn Graham

		 	LYNN GRAHAM
	[Print Name]
			
		 	Its:	 	 
	Title


  

 
  

 [Consent and Agreement of Escrow Agent] 








 EXHIBIT A-1 

Description of Carlton Plaza Real Property 

See Attached. 
  

 A-1-1 








 CARLTON PLAZA 

Real property in the City of Los Angeles, County of Los Angeles, State of California, described as follows: 

PARCEL 1: 
 THAT PORTION OF LOT 114 OF TRACT
NO. 2605, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 27 PAGES 55 TO 75 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: 

BEGINNING AT THE NORTHWESTERLY CORNER OF SAID LOT 114; THENCE NORTH 69 DEGREES 32 MINUTES 15 SECONDS EAST ALONG THE NORTHERLY LINE OF SAID LOT 114, A
DISTANCE OF 216 FEET; THENCE SOUTH 20 DEGREES 27 MINUTES 45 SECONDS EAST PARALLEL WITH THE WESTERLY LINE OF LOT 114, A DISTANCE OF 503 FEET; THENCE SOUTH 69 DEGREES 32 MINUTES 15 SECONDS WEST PARALLEL WITH THE NORTHERLY LINE OF SAID LOT 114, A
DISTANCE OF 216 FEET TO THE WESTERLY LINE THEREOF; THENCE NORTH 20 DEGREES 27 MINUTES 45 SECONDS WEST ALONG SAID WESTERLY LINE 503 FEET TO THE POINT OF BEGINNING. 

PARCEL 2: 
 THAT PORTION OF LOT 114 OF TRACT
NO. 2605, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 27 PAGE 55 TO 75 INCLUSIVE ET SEQ., OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS. 

BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LAND, DISTANT NORTH 69 DEGREES 32 MINUTES 15 SECONDS EAST 216 FEET FROM THE NORTHWESTERLY CORNER OF
SAID LAND; THENCE NORTH 69 DEGREES 32 MINUTES 15 SECONDS EAST ALONG SAID NORTHERLY LINE 96 FEET; THENCE PARALLEL WITH THE WESTERLY LINE OF SAID LAND, SOUTH 20 DEGREES 27 MINUTES 45 SECONDS EAST 503 FEET; THENCE PARALLEL WITH SAID NORTHERLY LINE,
SOUTH 69 DEGREES 32 MINUTES 15 SECONDS WEST 96 FEET; THENCE PARALLEL WITH SAID WESTERLY LINE, NORTH 20 DEGREES 27 MINUTES 45 SECONDS WEST 503 FEET TO THE POINT OF BEGINNING. 

APN: 2166-014-020 
  

 A-1-2 








 EXHIBIT A-2 

Description of Toshiba Real Property 

See Attached. 
  

 A-2-1 








 TOSHIBA 

Real property in the City of Tustin, County of Orange, State of California, described as follows: 

LOT 4 OF TRACT NO. 8590, AS SHOWN ON A MAP RECORDED IN BOOK 346, PAGES 19 TO 24 INCLUSIVE OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA.

 EXCEPT ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN
OR UNDER THE PARCEL OF LAND HEREINABOVE DESCRIBED TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING, AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR
DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED
WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE
THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, AS RESERVED BY THE IRVINE COMPANY, A WEST VIRGINIA CORPORATION, BY DEED RECORDED APRIL 25, 1974 IN BOOK 11128, PAGE 266 OF OFFICIAL RECORDS. 

ALSO EXCEPT ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM AND ALL
PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE PARCEL OF LAND HEREINABOVE DESCRIBED TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND REMOVING THE SAME FROM SAID LAND OR ANY
OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, AND TO
BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES WITHOUT, HOWEVER, THE
RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, SUCCESSOR BY MERGER WITH IRVINE
INDUSTRIAL COMPLEX, A CALIFORNIA CORPORATION, RECORDED MARCH 31, 1978 IN BOOK 12616, PAGE 685 OF OFFICIAL RECORDS. 
  

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 ALSO EXCEPT ANY AND ALL WATER RIGHTS OR INTEREST IN WATER RIGHTS NO MATTER HOW ACQUIRED IN CONNECTION WITH
OR WITH RESPECT TO SAID LAND, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, PERCOLATING, PRESCRIPTIVE OR CONTRACTUAL, PROVIDED, HOWEVER, THAT THE EXCEPTION AND RESERVATION SHALL NOT HAVE ANY RIGHT TO ENTER UPON THE SURFACE
OF SAID LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, SUCCESSOR BY MERGER WITH IRVINE INDUSTRIAL COMPLEX, A CALIFORNIA CORPORATION, RECORDED MARCH 31, 1978 IN BOOK 12616, PAGE 685 OF
OFFICIAL RECORDS. 
 APN: 432-471-16 
  

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 EXHIBIT A-3 

Description of Warner Real Property 

See Attached. 
  

 A-3-1 








 WARNER CENTER I 

Real property in the City of Los Angeles, County of Los Angeles, State of California, described as follows: 

THE LAND REFERRED TO IN THIS POLICY IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF LOS ANGELES, AND IS DESCRIBED AS FOLLOWS: 

PARCEL 1: 
 PARCEL “B” OF PARCEL MAP
L.A. NO. 4368, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 117, PAGES 84 AND 85 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. 

PARCEL 2: 
 THE EASEMENTS FOR RECIPROCAL
ACCESS, INGRESS AND EGRESS OVER, ON AND ACROSS ALL DRIVEWAYS AND PARKING AREAS GRANTED UNDER THE TERMS AND PROVISIONS OF THAT CERTAIN DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS AND GRANT OF CERTAIN PARKING EASEMENTS RECORDED NOVEMBER 15,
2002 AS INSTRUMENT NO. 02-2766387, OFFICIAL RECORDS, AND FURTHER DISCLOSED BY THAT CERTAIN RECIPROCAL PARKING AGREEMENT WHICH RECORDED SEPTEMBER 29, 2003 AS INSTRUMENT NO. 03-2869626, OFFICIAL RECORDS AND AMENDED JUNE 5, 2008 AS INSTRUMENT
NO. 08-995366. 
 PARCEL 3: 
 A
NON-EXCLUSIVE PRIVATE SEWER EASEMENT OVER A STRIP OF LAND 10’ 0” IN WIDTH, THE CENTER LINE OF WHICH BEGINS AT A POINT ON THE NORTHERLY BOUNDARY OF LOT A OF PARCEL MAP L.A. NO. 4368 AS FILED IN BOOK 117, PAGES 84 AND 85 OF PARCEL MAPS 75
FEET WEST OF THE EAST BOUNDARY ON SAID LOT A’S SOUTHERLY BOUNDARY 217 FEET WEST OF THE EAST BOUNDARY OF SAID LOT A. THE SIDELINES OF SAID STRIP OF LAND TO BE LENGTHENED OR SHORTENED SO AS TO END ON THE NORTHERLY AND SOUTHERLY BOUNDARIES OF SAID
LOT A, AS DISCLOSED BY THAT CERTAIN COVENANT AND AGREEMENT WHICH RECORDED MARCH 24, 1983 AS INSTRUMENT NO. 83-327702, OFFICIAL RECORDS. 
 APN:
2149-002-014 
  

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 WARNER CENTER II 

Real property in the City of Los Angeles, County of Los Angeles, State of California, described as follows: 

THE LAND REFERRED TO IN THIS POLICY IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF LOS ANGELES, AND IS DESCRIBED AS FOLLOWS: 

PARCEL 1: 
 PARCEL “B” OF PARCEL MAP
L.A. NO. 4368, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 117, PAGES 84 AND 85 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. 

PARCEL 2: 
 THE EASEMENTS FOR RECIPROCAL
ACCESS, INGRESS AND EGRESS OVER, ON AND ACROSS ALL DRIVEWAYS AND PARKING AREAS GRANTED UNDER THE TERMS AND PROVISIONS OF THAT CERTAIN DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS AND GRANT OF CERTAIN PARKING EASEMENTS RECORDED NOVEMBER 15,
2002 AS INSTRUMENT NO. 02-2766387, OFFICIAL RECORDS, AND FURTHER DISCLOSED BY THAT CERTAIN RECIPROCAL PARKING AGREEMENT WHICH RECORDED SEPTEMBER 29, 2003 AS INSTRUMENT NO. 03-2869626, OFFICIAL RECORDS. 

PARCEL 3: 
 A NON-EXCLUSIVE PRIVATE SEWER
EASEMENT OVER A STRIP OF LAND 10’ 0” IN WIDTH, THE CENTER LINE OF WHICH BEGINS AT A POINT ON THE NORTHERLY BOUNDARY OF LOT A OF PARCEL MAP L.A. NO. 4368 AS FILED IN BOOK 117, PAGES 84 AND 85 OF PARCEL MAPS 75 FEET WEST OF THE EAST BOUNDARY
ON SAID LOT A’S SOUTHERLY BOUNDARY 217 FEET WEST OF THE EAST BOUNDARY OF SAID LOT A. THE SIDELINES OF SAID STRIP OF LAND TO BE LENGTHENED OR SHORTENED SO AS TO END ON THE NORTHERLY AND SOUTHERLY BOUNDARIES OF SAID LOT A, AS DISCLOSED BY THAT
CERTAIN COVENANT AND AGREEMENT WHICH RECORDED MARCH 24, 1983 AS INSTRUMENT NO. 83-327702, OFFICIAL RECORDS. 
 APN: 2149-002-014 

 

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 EXHIBIT A-4 

Description of Empire IV Real Property 

See Attached. 
  

 A-4-1 








 EMPIRE TOWERS IV 

Real property in the City of Ontario, County of San Bernardino, State of California, described as follows: 

PARCEL A: 
 THAT PORTION OF PARCEL 6 OF PARCEL
MAP NO. 15508, IN THE CITY OF ONTARIO, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 195, PAGES 28 THROUGH 30, INCLUSIVE, OF PARCEL MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:

 BEGINNING AT THE MOST WESTERLY CORNER OF SAID PARCEL 6, SAID POINT BEING ON THE SOUTHEASTERLY LINE OF MERCEDES LANE (44.00 FOOT HALF WIDTH)
AS SHOWN ON SAID PARCEL MAP NO. 15508; 
 THENCE ALONG THE SOUTHWESTERLY LINE OF SAID PARCEL 6 THE FOLLOWING THREE COURSES: 

SOUTH 37° 31’ 30” EAST, 84.47 FEET, TO THE BEGINNING OF A CURVE CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 303.00 FEET; 

THENCE SOUTHEASTERLY ALONG SAID CURVE, 160.36 FEET, THROUGH A CENTRAL ANGLE OF 30° 19’ 22” TO THE BEGINNING OF A COMPOUND CURVE CONCAVE
NORTHEASTERLY HAVING A RADIUS OF 1597.60 FEET, FROM WHICH A RADIAL LINE BEARS SOUTH 22° 09’ 08” WEST; THENCE SOUTHEASTERLY ALONG SAID CURVE, 150.42 FEET, THROUGH A CENTRAL ANGLE OF 05° 23’ 41” TO THE MOST SOUTHERLY CORNER
OF SAID PARCEL 6; 
 THENCE ALONG THE SOUTHEASTERLY LINE OF SAID PARCEL 6 AND THE NORTHERLY PROLONGATION THEREOF, NORTH 27° 14’
59” EAST, 201.27 FEET; 
 THENCE SOUTH 62° 45’ 42” EAST, 7.99 FEET; 

THENCE NORTH 27° 14’ 18” EAST, 129.90 FEET; 

THENCE SOUTH 83° 11’ 07” EAST, 11.92 FEET; 

THENCE NORTH 52° 05’ 19” EAST, 15.70 FEET; 

THENCE NORTH 18° 26’ 21” EAST, 24.26 FEET TO A POINT ON THE NORTHERLY LINE OF SAID PARCEL 6, SAID POINT ALSO BEING ON THE SOUTHERLY LINE OF
CONCOURS DRIVE (66.00 FOOT HALF WIDTH) AS SHOWN ON SAID PARCEL MAP NO. 15508, SAID POINT BEING THE BEGINNING OF A NON-TANGENT CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 1166.00 FEET, FROM WHICH A RADIAL LINE BEARS NORTH 18° 26’ 21”
EAST; 
  

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 THENCE WESTERLY ALONG SAID CURVE AND THE NORTHERLY LINE OF SAID PARCEL 6, 297.24 FEET, THROUGH A CENTRAL
ANGLE OF 14° 36’ 22” TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 23.00 FEET; FROM WHICH A RADIAL LINE BEARS SOUTH 33° 02’ 43” EAST; 

THENCE WESTERLY ALONG SAID CURVE, 34.83 FEET, THROUGH A CENTRAL ANGLE OF 86° 46’ 11” TO THE NORTHWESTERLY LINE OF SAID PARCEL 6, SAID LINE
ALSO BEING THE SOUTHEASTERLY LINE OF SAID MERCEDES LANE; THENCE ALONG SAID NORTHWESTERLY LINE, SOUTH 36° 16’ 32” WEST, 76.84 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 844.00 FEET; 

THENCE SOUTHWESTERLY ALONG SAID CURVE AND CONTINUING ALONG SAID NORTHWESTERLY LINE, 238.63 FEET, THROUGH A CENTRAL ANGLE OF 16° 11’ 58” TO
THE POINT OF BEGINNING. 
 AS SHOWN AS PROPOSED PARCEL A ON EXHIBIT “B” ATTACHED TO THAT CERTAIN LOT LINE ADJUSTMENT NUMBER LLA06-001,
RECORDED OCTOBER 10, 2006 AS INSTRUMENT NUMBER 2006-0687491 OFFICIAL RECORDS. 
 EXCEPTING THEREFROM ALL OIL, GAS AND OTHER HYDROCARBONS,
NON-HYDROCARBON GASSES OR GASEOUS SUBSTANCES, ALL OTHER MINERALS OF WHATSOEVER NATURE WITHOUT REGARD TO SIMILARITY TO THE ABOVE MENTIONED SUBSTANCES, AND ALL SUBSTANCES THAT MAY BE PRODUCED THEREWITH FROM THE PROPERTY, AS RESERVED IN THE DEED FROM
CHEVRON LAND AND DEVELOPMENT COMPANY, RECORDED MARCH 31, 1988 AS INSTRUMENT NO. 88-095116, OFFICIAL RECORDS; 
 ALSO EXCEPTING AND
RESERVING TO CHEVRON LAND AND DEVELOPMENT COMPANY BY SAID DEED ALL GEOTHERMAL RESOURCES, EMBRACING INDIGENOUS STEAM, HOT WATER AND HOT SPRINGS, STEAM AND OTHER GASES, HOT WATER AND HOT BRINES RESULTING FROM WATER, GAS OR OTHER FLUIDS ARTIFICIALLY
INTRODUCED INTO SUBSURFACE FORMATIONS, HEAT OR OTHER ASSOCIATED ENERGY FOUND BENEATH THE SURFACE OF THE EARTH, AND BYPRODUCTS OF ANY OF THE FOREGOING SUCH AS MINERALS (EXCLUSIVE OF OIL OR HYDROCARBON GAS THAT CAN BE SEPARATELY PRODUCED) WHICH ARE
FOUND IN SOLUTION OR ASSOCIATION WITH OR DERIVED FROM ANY OF THE FOREGOING; 
 ALSO EXCEPTING AND RESERVING TO CHEVRON LAND AND DEVELOPMENT
COMPANY BY SAID DEED THE SOLE AND EXCLUSIVE RIGHT FROM TIME TO TIME TO BORE, DRILL AND MAINTAIN WELLS AND OTHER WORKS INTO OR THROUGH SAID PROPERTY AND THE ADJOINING STREETS, ROADS AND HIGHWAYS BELOW A DEPTH OF 500 FEET FROM THE SURFACE THEREOF FOR
THE PURPOSE OF EXPLORING FOR AND PRODUCING ENERGY RESOURCES, TO PRODUCE, INJECT, STORE AND REMOVE FROM AND THROUGH SUCH WELLS OR WORKS, OIL, GAS, WATER AND OTHER SUBSTANCES OF WHATEVER NATURE, INCLUDING THE

  

 A-4-3 








 
RIGHT TO PERFORM BELOW SAID DEPTH ANY AND ALL OPERATIONS DEEMED NECESSARY OR CONVENIENT FOR THE EXERCISE OF SUCH RIGHTS. 

PARCEL B: 
 THE NON-EXCLUSIVE EASEMENT OF
ENJOYMENT AS SET FORTH IN SECTION 3.1 IN THE DECLARATION RECORDED DECEMBER 28, 1983 AS INSTRUMENT NO. 83-304769 OF OFFICIAL RECORDS AND AMENDMENTS THERETO. 

PARCEL C: 
 THE NON-EXCLUSIVE EASEMENTS OF
ENJOYMENT FOR INGRESS, EGRESS, DRIVEWAY AND COMMON UTILITY FACILITIES AS SET FORTH IN SECTION 4.2.1 AND 4.3 OF THE DECLARATION RECORDED APRIL 10, 2002 AS INSTRUMENT NO. 02-176133 OF OFFICIAL RECORDS, AS AMENDED BY THAT CERTAIN DOCUMENT ENTITLED
“AGREEMENT TO TERMINATE EASEMENT AND GRANT OF NEW EASEMENT” RECORDED MARCH 16, 2007 AS INSTRUMENT 2007-0167562 OF OFFICIAL RECORDS, OVER PORTIONS OF PARCELS 1 AND 5 AS SHOWN ON PARCEL MAP NO. 15508, OVER PORTIONS OF PARCELS B AND C OF THAT
CERTAIN LOT LINE ADJUSTMENT NUMBER LLA06-001 RECORDED OCTOBER 10, 2006 AS INSTRUMENT NO. 2006-0687491 OFFICIAL RECORDS, AND OVER PORTIONS OF PARCEL A OF THAT CERTAIN LOT LINE ADJUSTMENT NUMBER LLA 05-001 RECORDED OCTOBER 21, 2005 AS INSTRUMENT NO.
2005-0788994 OFFICIAL RECORDS; 
 EXCEPTING THEREFROM ANY PORTION LYING WITHIN THE ABANDONED EASEMENT AREA AS DESCRIBED AND SHOWN ON EXHIBIT A
TO THAT CERTAIN DOCUMENT ENTITLED “AGREEMENT TO TERMINATE EASEMENT AND GRANT OF NEW EASEMENT” RECORDED MARCH 16, 2007 AS INSTRUMENT 2007-0167562 OF OFFICIAL RECORDS. 

PARCEL D: 
 THE NON-EXCLUSIVE EASEMENTS OF
ENJOYMENT (1) FOR DRIVEWAY, WALKWAY, PARKING LOT AND SIDEWALK FOR THE PURPOSE OF PEDESTRIAN AND VEHICULAR INGRESS, EGRESS AND PASSAGE OVER THAT PORTION OF PARCELS 6 AND 8 OF PARCEL MAP NO. 15508, IN THE CITY OF ONTARIO, COUNTY OF SAN BERNARDINO,
STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 195 PAGES 28 THROUGH 30, INCLUSIVE, OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, LYING WITHIN PARCELS B AND C OF THAT CERTAIN LOT LINE ADJUSTMENT NUMBER LLA06-001 RECORDED
OCTOBER 10, 2006 AS INSTRUMENT NO. 2006-0687491 OFFICIAL RECORDS, AND (II) FOR THE USE OF SIXTY-SEVEN (67) PARKING SPACES IN THE PARKING GARAGE, ALL AS SET FORTH IN PARAGRAPH 2(A) AND IN THE OTHER APPLICABLE PROVISIONS OF THE PARKING GARAGE EASEMENT
AGREEMENT RECORDED MARCH 19, 2007 AS INSTRUMENT 2007-0169544 OF OFFICIAL RECORDS. 
 APN: 0210-205-16-0-000 

 

 A-4-4 








 EXHIBIT A-5 

Description of Foothill Real Property 

See Attached. 
  

 A-5-1 








 FOOTHILL 

Real property in the City of Lake Forest, County of Orange, State of California, described as follows: 

PARCEL A: 
 PARCEL 2, AS SHOWN ON EXHIBIT
“B” ATTACHED TO LOT LINE ADJUSTMENT LLA 2002-03 RECORDED OCTOBER 29, 2002 AS INSTRUMENT NO. 20020944442 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. 

PARCEL B: 
 NON-EXCLUSIVE EASEMENTS FOR ACCESS,
INGRESS, EGRESS, INSTALLATION AND REPAIR OF UTILITIES, ENCROACHMENTS, DRAINAGE, MAINTENANCE AND REPAIR, ALL AS DESCRIBED IN THE DECLARATION OF COVENANTS, CONDITIONS, RESTRICTIONS AND RESERVATION OF EASEMENTS FOR A.J. WEST RANCH RECORDED APRIL 7,
2000 AS INSTRUMENT NO. 20000180465 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA, AS IMPOSED BY THE NOTICE OF ADDITION OF TERRITORY AND SUPPLEMENTAL DECLARATION OF COVENANTS, CONDITIONS, RESTRICTIONS AND RESERVATION OF EASEMENTS FOR A.J. WEST
RANCH (PHASE 2) RECORDED MAY 24, 2000 AS INSTRUMENT NO. 20000273496 OF SAID OFFICIAL RECORDS. 
 PARCEL C: 

AN APPURTENANT NON-EXCLUSIVE EASEMENT FOR VEHICULAR INGRESS AND EGRESS PURPOSES, AS SAID EASEMENT IS SET FORTH IN THAT CERTAIN RECIPROCAL ACCESS,
NON-BUILD, AND ACCESS EASEMENT AGREEMENT AND COVENANTS RECORDED FEBRUARY 6, 2003 AS INSTRUMENT NO. 2003000144512 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. 

APN: 612-191-14 
  

 A-5-2 








 EXHIBIT A-6 

Description of Alta Sorrento Real Property 

See Attached. 
  

 A-6-1 








 ALTA SORRENTO 

Real property in the City of San Diego, County of San Diego, State of California, described as follows: 

LOTS 35, 36 AND 37 OF LUSK MIRA MESA BUSINESS PARK EAST 1, UNIT NO. 2, IN THE CITY OF SAN DIEGO, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO
MAP THEREOF NO. 11025, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, AUGUST 23, 1984. 
 EXCEPTING THEREFROM ALL COAL,
OIL, GAS, PETROLEUM AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SUCH PROPERTY, LUSK-SMITH/MIRA MESA NORTH, A LIMITED PARTNERSHIP, ITS SUCCESSORS AND ASSIGNS HAVING RETAINED THE EXCLUSIVE TITLE AND RIGHT TO REMOVE SAID SUBSTANCES, TOGETHER WITH
SOLE RIGHT TO NEGOTIATE AND CONCLUDE LEASES AND AGREEMENTS WITH RESPECT TO ALL SUCH SUBSTANCES UNDER THE PROPERTY AND TO USE THOSE PORTIONS OF THE PROPERTY WHICH UNDERLIE A PLANE PARALLEL TO AND 500 FEET BELOW THE PRESENT SURFACE OF THE PROPERTY FOR
THE PURPOSE OF PROSPECTING FOR, DEVELOPING AND/OR EXTRACTING SUCH SUBSTANCES FROM THE PROPERTY BY MEANS OF WELLS DRILLED INTO OR THROUGH SAID PORTIONS OF THE PROPERTY FROM DRILL SITES LOCATED ON OTHER PROPERTY, ALL AS RESERVED BY LUSK-SMITH/MIRA
MESA NORTH, A LIMITED PARTNERSHIP, AS GRANTOR, IN DEED RECORDED OCTOBER 23, 1984 AS FILE NO. 84-397758 OF OFFICIAL RECORDS, IT BEING EXPRESSLY UNDERSTOOD, HOWEVER, THAT SUCH DEED PROVIDES THAT LUSK-SMITH/MIRA MESA NORTH, ITS SUCCESSORS AND ASSIGNS
HAVE NO RIGHT TO ENTER UPON THE SURFACE OF THE PROPERTY OR TO USE THE PROPERTY OR ANY PORTIONS THEREOF ABOVE THE LEVEL OF THE AFORESAID PLANE. 

APN: 341-362-18-00 
  

 A-6-2 








 EXHIBIT B-1 

Description of Carlton Plaza Personal Property 

See Attached. 
  

 B-1-1 









																	
	PERSONAL PROPERTY – GRE CARLTON PLAZA LLP AS OF 6/25/2010
									
	 	  	Quantity	  	Furniture	  	Equipment	  	Wall
Hangings	  	Plants	  	Electronics	  	Other	  	 Description

	 Suite 360 Jana Sorensen’s Office
	  		  		  		  		  	
	 Suite 360 – Jana Sorensen’s Office
	  	1	  		  		  		  		  	X	  		  	Battery Back-Up & Surge Protector, APC
	 Suite 360 – Jana Sorensen’s Office
	  	1	  	X	  		  		  		  		  		  	Chair, fabric cover, guest
	 Suite 360 – Jana Sorensen’s Office
	  	1	  	X	  		  		  		  		  		  	Chair, office, swivel, black vinyl, with arm rests
	 Suite 360 – Jana Sorensen’s Office
	  	1	  	X	  		  		  		  		  		  	Chair, office, swivel, fabric cover, with arm rests
	 Suite 360 – Jana Sorensen’s Office
	  	1	  		  		  		  		  	X	  		  	Computer screen, Dell, flat
	 Suite 360 – Jana Sorensen’s Office
	  	1	  		  		  		  		  	X	  		  	CPU, Dell
	 Suite 360 – Jana Sorensen’s Office
	  	1	  	X	  		  		  		  		  		  	Credenza, mahogany, 2 each left & right drawers, 1 center shelf
	 Suite 360 – Jana Sorensen’s Office
	  	1	  	X	  		  		  		  		  		  	Desk, mahogany, no return, 2 left & 2 right drawers
	 Suite 360 – Jana Sorensen’s Office
	  	1	  		  		  		  		  	X	  		  	Docking station
	 Suite 360 – Jana Sorensen’s Office
	  	1	  	X	  		  		  		  		  		  	File cabinet, metal, black, 2 drawers
	 Suite 360 – Jana Sorensen’s Office
	  	1	  		  		  		  		  	X	  		  	Keyboard, e-machines
	 Suite 360 – Jana Sorensen’s Office
	  	1	  		  		  		  		  	X	  		  	Laptop, Dell
	 Suite 360 – Jana Sorensen’s Office
	  	1	  		  		  		  	X	  		  		  	Plant, large, potted
	 Suite 360 – Jana Sorensen’s Office
	  	1	  		  		  		  		  	X	  		  	Printer/Scanner brother DCP-904CN
	 Suite 360 – Jana Sorensen’s Office
	  	1	  		  	X	  		  		  		  		  	Shredder, large, Fellowes Powershred 220 C-2
	 Suite 360 – Jana Sorensen’s Office
	  	2	  		  		  		  		  	X	  		  	Speakers, Dell
	 Suite 360 – Jana Sorensen’s Office
	  	2	  	X	  		  		  		  		  		  	Tables, folding, 2 1⁄2” x 6”
	 Suite 360 – Jana Sorensen’s Office
	  	1	  		  		  		  		  	X	  		  	Telephone, AT&T 993, 2 lines, black
	 Suite 360 – Jana Sorensen’s Office
	  	1	  		  		  	X	  		  		  		  	Wall hanging, mounted Carlton Plaza Rendering
	 Suite 360 – Lori Taylor’s Office
	  		  		  		  		  	
	 Suite 360 – Lori Taylor’s Office
	  	1	  		  		  		  		  	X	  		  	Battery Back-Up & Surge Protector, APC
	 Suite 360 – Lori Taylor’s Office
	  	1	  	X	  		  		  		  		  		  	Chair, office, swivel, fabric cover, with arm rests
	 Suite 360 – Lori Taylor’s Office
	  	1	  		  		  		  		  	X	  		  	Computer screen, flat, Dell
	 Suite 360 – Lori Taylor’s Office
	  	1	  		  		  		  		  	X	  		  	CPU, Optiplex GX620

  

 B-1-2 









																	
	PERSONAL PROPERTY – GRE CARLTON PLAZA LLP AS OF 6/25/2010
									
	 	  	Quantity	  	Furniture	  	Equipment	  	Wall
Hangings	  	Plants	  	Electronics	  	Other	  	 Description

	 Suite 360 – Lori Taylor’s Office
	  	1	  	X	  		  		  		  		  		  	Desk, mahogany, no return, 2 left & 2 right drawers
	 Suite 360 – Lori Taylor’s Office
	  	2	  	X	  		  		  		  		  		  	File cabinet, black, 2 drawers each
	 Suite 360 – Lori Taylor’s Office
	  	1	  	X	  		  		  		  		  		  	File cabinet, black, metal, 3 drawers
	 Suite 360 – Lori Taylor’s Office
	  	1	  		  		  		  		  	X	  		  	Printer/Scanner, brother DCP-7040
	 Suite 360 – Lori Taylor’s Office
	  	1	  		  	X	  		  		  		  		  	Shredder, medium, PS-67CS
	 Suite 360 – Lori Taylor’s Office
	  	1	  		  		  		  		  	X	  		  	Telephone, AT&T 993, 2 lines, black
	 Suite 360 – Open Area
	  		  		  		  		  	
	 Suite 360 – Open Area
	  	2	  	X	  		  		  		  		  		  	Chair, black vinyl, with arm rests, guest
	 Suite 360 – Open Area
	  	2	  	X	  		  		  		  		  		  	Chair, fabric cover, guest
	 Suite 360 – Open Area
	  	4	  	X	  		  		  		  		  		  	Chair, swivel, black vinyl
	 Suite 360 – Open Area
	  	1	  	X	  		  		  		  		  		  	Couch, fabric, 2-seater
	 Suite 360 – Open Area
	  	2	  		  		  		  	X	  		  		  	Plant, large, potted
	 Suite 360 – Open Area
	  	1	  		  		  	X	  		  		  		  	Signage, Bantry Holdings LLC
	 Suite 360 – Open Area
	  	1	  	X	  		  		  		  		  		  	Table, mahogany, conference, large, round
	 Suite 360 – Open Area
	  	1	  	X	  		  		  		  		  		  	Table, mahogany, half-round
	 Suite 360 – Open Area
	  	1	  		  		  		  		  	X	  		  	Telephone, AT&T 993, 2 lines, black
	 Suite 360 – Open Area
	  	2	  		  		  	X	  		  		  		  	Wall hanging, glossy Carlton Plaza & 5959 Canoga Photos
	 Suite 360 – Open Area
	  	1	  		  		  	X	  		  		  		  	Art work, historical photography, framed
	 Suite 360 – Kitchen Storage
	  		  		  		  		  	
	 Suite 360 – Kitchen Storage
	  	1	  		  		  		  		  		  	X	  	Blackboard, large, white
	 Suite 360 – Kitchen Storage
	  	2	  	X	  		  		  		  		  		  	File cabinet, metal, black, 2 drawers
	 Suite 360 – Kitchen Storage
	  	1	  	X	  		  		  		  		  		  	File cabinet, metal, gray, 4 drawers
	 Suite 360 – Kitchen Storage
	  	1	  		  		  		  		  		  	X	  	Fire extinguisher
	 Common Areas
	  		  		  		  		  	
	 Carlton Plaza – Common Areas
	  	20	  		  		  	X	  		  		  		  	Art work, historical photographs, framed


 

 B-1-3 









																	
	PERSONAL PROPERTY – GRE CARLTON PLAZA LLP AS OF 6/25/2010
									
	 	  	Quantity	  	Furniture	  	Equipment	  	Wall
Hangings	  	Plants	  	Electronics	  	Other	  	 Description

	 Engineering/Storage Room, Floor 3
	  		  		  		  		  	
	 Engineering/Storage Room, Floor 3
	  	2	  		  		  		  		  	X	  		  	Battery Back-Up & Surge Protector
	 Engineering/Storage Room, Floor 3
	  	1	  		  		  		  		  		  	X	  	Blackboard, cork, 45”x45”
	 Engineering/Storage Room, Floor 3
	  	1	  		  		  		  		  		  	X	  	Blackboard, white, 20”x16”
	 Engineering/Storage Room, Floor 3
	  	2	  	X	  		  		  		  		  		  	Book shelves, pressboard, long
	 Engineering/Storage Room, Floor 3
	  	1	  	X	  		  		  		  		  		  	Book shelves, pressboard, short
	 Engineering/Storage Room, Floor 3
	  	1	  		  		  		  		  		  	X	  	Carpet runner, dark blue
	 Engineering/Storage Room, Floor 3
	  	1	  	X	  		  		  		  		  		  	Chair, swivel, black vinyl
	 Engineering/Storage Room, Floor 3
	  	1	  	X	  		  		  		  		  		  	Chair, swivel, black vinyl, with arm rests
	 Engineering/Storage Room, Floor 3
	  	1	  		  		  		  		  	X	  		  	Computer screen, Dell, flat
	 Engineering/Storage Room, Floor 3
	  	1	  		  		  		  		  	X	  		  	Computer screen, Vision, flat
	 Engineering/Storage Room, Floor 3
	  	1	  		  		  		  		  	X	  		  	CPU, Compaq Presario SR1475CL
	 Engineering/Storage Room, Floor 3
	  	1	  		  		  		  		  	X	  		  	CPU, Optiplex 320
	 Engineering/Storage Room, Floor 3
	  	1	  	X	  		  		  		  		  		  	Desk, pressboard, primitive desk
	 Engineering/Storage Room, Floor 3
	  	1	  	X	  		  		  		  		  		  	Desktop shelf, primitive pressboard
	 Engineering/Storage Room, Floor 3
	  	1	  	X	  		  		  		  		  		  	File cabinet, metal, 3 drawers
	 Engineering/Storage Room, Floor 3
	  	1	  		  		  		  		  		  	X	  	First Aid Kit, Zee Medical
	 Engineering/Storage Room, Floor 3
	  	1	  		  		  		  		  	X	  		  	Keyboard, Compaq
	 Engineering/Storage Room, Floor 3
	  	1	  		  		  		  		  	X	  		  	Keyboard, Dell
	 Engineering/Storage Room, Floor 3
	  	2	  		  		  		  		  	X	  		  	Mouse, Dell
	 Engineering/Storage Room, Floor 3
	  	1	  		  		  		  		  	X	  		  	Printer, HP Deskjet 5550
	 Engineering/Storage Room, Floor 3
	  	2	  		  		  		  		  	X	  		  	Speakers, Dell
	 Engineering/Storage Room, Floor 3
	  	1	  	X	  		  		  		  		  		  	Stand, wooden, pressboard, primitive (CPU stand)
	 Engineering/Storage Room, Floor 3
	  	1	  		  		  		  		  	X	  		  	Switch View, Cybex
	 Engineering/Storage Room, Floor 3
	  	1	  	X	  		  		  		  		  		  	Tool chest, plastic, 5 drawers, on wheels
	 Engineering/Storage Room, Floor 3
	  	2	  		  	X	  		  		  		  		  	Walkie-Talkie, Motorola with charger
	 Engineering/Storage Room, Floor 3
	  	2	  		  		  	X	  		  		  		  	Wall hanging, mounted, glossy, Carlton Plaza Rendering


 

 B-1-4 









																	
	PERSONAL PROPERTY – GRE CARLTON PLAZA LLP AS OF 6/25/2010
									
	 	  	Quantity	  	Furniture	  	Equipment	  	Wall
Hangings	  	Plants	  	Electronics	  	Other	  	 Description

	 Suite 360 Parking/Access Control
	  		  		  		  		  	
	 Suite 360 Parking/Access Control
	  	1	  	X	  		  		  		  		  		  	Chair, office
	 Suite 360 Parking/Access Control
	  	1	  		  		  		  		  	X	  		  	Computer screen, Dell, flat
	 Suite 360 Parking/Access Control
	  	1	  		  		  		  		  	X	  		  	CPU, Optiplex 330
	 Suite 360 Parking/Access Control
	  	1	  		  		  		  		  	X	  		  	Fax machine, Brother Intellifax 2820
	 Suite 360 Parking/Access Control
	  	1	  		  		  		  		  	X	  		  	Keyboard, Dell
	 Suite 360 Parking/Access Control
	  	1	  	X	  		  		  		  		  		  	Table
	 Suite 360 Parking/Access Control
	  	1	  		  		  		  		  	X	  		  	Walkie-Talkie, Motorola with charger

  

 B-1-5 








 EXHIBIT B-2 

Description of Toshiba Personal Property 

See Attached. 
  

 B-2-1 








 None 
  


 B-2-2 








 EXHIBIT B-3 

Description of Warner Personal Property 

See Attached. 
  

 B-3-1 









																	
	PERSONAL PROPERTY – GRE WARNER CENTER AS OF 6/25/2010
									
	 	  	Quantity	  	Furniture	  	Equipment	  	Wall
Hangings	  	Plants	  	Electronics	  	Other	  	 Description

	 GRE Warner Califa LLC
	  		  		  		  		  		  		  		  	
	 GRE Warner Califa LLC
	  	20	  		  		  	X	  		  		  		  	Art, historical photography
	 GRE Warner Califa LLC
	  	?	  		  		  		  	X	  		  		  	Plants, in corridor, in individual containers
	 GRE Warner Canoga LLC
	  		  		  		  		  		  		  		  	
	 GRE Warner Canoga LLC
	  	2	  	X	  		  		  		  		  		  	Benches, main lobby
	 GRE Warner Canoga LLC
	  	1	  		  		  		  		  	X	  		  	Computer, for Engineer
	 GRE Warner Canoga LLC
	  	1	  		  		  		  		  		  		  	EMS system
	 GRE Warner Canoga LLC
	  	1	  		  		  		  		  	X	  		  	Fax, for Engineer
	 GRE Warner Canoga LLC
	  	8	  		  		  		  	X	  		  		  	Plants, in individual containers
	 GRE Warner Canoga LLC
	  	1	  		  		  		  		  	X	  		  	Printer, for Engineer
	 GRE Warner DeSoto LLC
	  		  		  		  		  		  		  		  	
	 GRE Warner DeSoto LLC
	  	?	  		  		  	X	  		  		  		  	Art
	 GRE Warner DeSoto LLC
	  	1	  		  		  		  		  	X	  		  	Computer, for Engineer
	 GRE Warner DeSoto LLC
	  	1	  		  		  		  		  	X	  		  	EMS system
	 GRE Warner DeSoto LLC
	  	?	  		  		  		  	X	  		  		  	Plants

  

 B-3-2 








 EXHIBIT B-4 

Description of Empire IV Personal Property 

See Attached. 
  

 B-4-1 








 ENGINEERING EQUIPMENT INVENTORY (ET 4) 

 

							
	 Location
	  	Amt	  	 Item
	  	 Comments

	 Storage Rooms
	  		  		  	
	 Computers
	  	1	  	ACS After hours HVAC	  	
		  	1	  	Dell EMS-Emons	  	
		  	1	  	Dell WinPak	  	
		  	1	  	Envision Security Cameras	  	
		  	1	  	Netgear/Firewall Protector	  	
		  	1	  	ACER Monitor	  	
		  	1	  	HP office jet printer 6310	  	
		  	1	  	Linksys	  	
	 Tools
	  	1	  	Electrical kit	  	wire nuts, needle nose pliers, wire strippers, voltage tester
		  	1	  	Hex set	  	
		  	1	  	key lock box with tower	  	
		  	1	  	level	  	
		  	1	  	4’ ladder	  	
		  	1	  	6’ ladder	  	
		  	1	  	8’ ladder	  	
		  	1	  	12” mag light	  	
		  	1	  	hose & reel	  	
		  	2	  	chairs	  	
		  	1	  	box of Primus blank keys	  	
		  	1	  	box of non-Primus blank keys	  	

  

 B-4-2 








 EXHIBIT B-5 

Description of Foothill Personal Property 

See Attached. 
  

 B-5-1 








 GRE Foothill LLC 

26521 Rancho Parkway South 
  

			
	 1st Floor Items
	  	Quantity
	 4-Drawer Filing Cabinet
	  	4
	 Chair Mats
	  	19
	 Computer Monitor & Tower
	  	1
	 Corkboard
	  	1
	 Cubicles
	  	27
	 Desk w/Right “L” Return
	  	2
	 Desk w/Separate Credenza
	  	1
	 Desk/Office Chairs (Black Fabric)
	  	10
	 Desk/Office Chairs (Leather)
	  	11
	 Guest Chairs (Dark Green Fabric w/Design)
	  	7
	 Large White boa rd
	  	1
	 Metal Chairs
	  	6
	 Microwave (White)
	  	1
	 Rectangular Table (6-Top)
	  	1
	 Refrigerator (White)
	  	1
	 Round Table (4-Top)
	  	1
	 TV Cabinet (Wood)
	  	1
		
	 2nd Floor Items
	  	Quantity
	 2-Drawer Filing Cabinets
	  	3
	 Bookshelves
	  	11
	 Brooms
	  	2
	 Chair Mats
	  	85
	 Conference Room Table (half)
	  	1
	 Corkboards
	  	2
	 Cubicle Lightbulbs (Philips TL70 F17T8\TL736)
	  	14
	 Cubicles
	  	110
	 Desk (U-Shaped)
	  	1
	 Desk w/Left “L” Return
	  	3
	 Desk w/Right “L” Return
	  	7
	 Desk w/Separate Credenza
	  	9
	 Desk/Office Chairs (Fabric)
	  	130
	 Desk/Office Chairs (Leather)
	  	29
	 Desks
	  	9
	 Dishwasher
	  	1
	 Guest Chairs (Black Fabric)
	  	8
	 Guest Chairs (Dark Green Fabric w/Design)
	  	30
	 Guest Chairs (Off Red Fabric w/Design)
	  	6
	 Large Conference Room Credenza
	  	1
	 Metal Shelf Racks (4 shelf)
	  	7
	 Microwave (Black)
	  	1
	 Microwave (White)
	  	1
	 Projector Screen
	  	1
	 Rectangular Table (6-Top)
	  	1
	 Refrigerator (White)
	  	2
	 Safe
	  	1

  

 B-5-2 








 EXHIBIT B-6 

Description of Alta Sorrento Personal Property 

See Attached. 
  

 B-6-1 








 Personal Property 

GRE Mira Mesa LLC (AKA Alta Sorrento) 

June 25, 2010 
  

			
	 Amount
	  	 Description

	3	  	Desks
	2	  	Chairs
	1	  	Credenza
	4	  	Computer Monitors
	1	  	Shelf Unit
	1	  	Conference Room Table
	8	  	Conference Room Chairs
	1	  	Two drawer file cabinet
	1	  	Three drawer file cabinet
	1	  	Metal four drawer file cabinet
	1	  	Telephone
		  	various artwork in common areas

  

 B-6-2 








 EXHIBIT C 

ARGUS RUNS 
 Those
Argus files of the Sellers delivered by a series of four (4) emails sent at approximately 3:45 p.m on April 10, 2010 and one (1) email containing the Argus file of the Sellers for the Walnut Creek Property sent at approximately 10:50
a.m. on April 22.2010, in each case from FBR Capital Markets & Co. employee Sarah Wilson to Matthew J,. Root, Chief Investment Officer of the Purchaser 

 

 C-1 








 EXHIBIT D 

ALLOCATION OF VALUES 

ALL CASH 
  

			
	Property	 	Purchase Price
	Carlton Plaza	 	$30,025,000
	Toshiba	 	$19,000,000
	Warner	 	$32,700,000
	Empire IV	 	$12,000,000
	Foothill	 	$26,000,000
	Alta Sorrento	 	$13,775,000
		 	TOTAL        $133,500,000                
  

 CASH AND STOCK 

 

			
	Property	 	Purchase Price
	Carlton Plaza	 	$30,064,507
	Toshiba	 	$19,025,000
	Warner	 	$32,743,026
	Empire IV	 	$12,015,789
	Foothill	 	$26,034,211
	Alta Sorrento	 	$13,793,125
		 	TOTAL        $133,675,658                
  

 The allocation of the price between the Warner Canoga, Warner Califa and Warner Desoto is as

 follows: Warner Canoga 55.76%; Warner - Califa 17.27% and Warner Desoto 26.97% 

 

 D-1 








 EXHIBIT E 

Form of Bill of Sale 

BILL OF SALE 

KNOW ALL MEN BY THESE PRESENTS, that ______________, a ______________ (“Seller”), for good and
valuable consideration paid by ___________________, a __________________ (“Purchaser”), hereby sells to Purchaser, its successors and assigns, any and all right, title and interest of Seller in and to any and all equipment,
facilities, machinery, tools, appliances, fixtures, furnishings, furniture, paintings, sculptures, art, inventories, supplies, computer equipment and systems, telephone equipment and systems, satellite dishes and related equipment and systems,
security equipment and systems, fire prevention equipment and systems, and all other items of tangible personal property which are located on that certain real property legally described on Schedule A attached hereto and made a part hereof
(collectively, the “Personal Property”), including, without limitation, those certain items more particularly referred to in Schedule B attached hereto and made a part hereof (collectively, the “Designated
Personal Property”). 
 TO HAVE AND TO HOLD the same unto Purchaser, its successors and assigns to and for its own
use and behalf forever. 
 Seller warrants that it owns good and marketable title to the Designated Personal Property and will
defend title to such Designated Personal Property against all persons claiming a prior right thereto to the extent that such prior right is alleged to exist on or before the date of this Bill of Sale. 

Except as expressly otherwise provided herein, this Bill of Sale shall be without representation or warranty by, and without recourse to,
Seller. 
 This Bill of Sale may be executed in any number of counterparts, each of which so executed shall be deemed an
original; such counterparts shall together constitute but one agreement. 
 [Signature page to follow] 

 

 E-1 








 IN WITNESS WHEREOF, Seller and Purchaser have caused these presents to be signed by
their duly authorized officers as of ______________. 
  

							
	SELLER:
	_____________________________,
	a _____________________________
		
	By:	 	 
	Name:	 	 
	Its:	 	 
	
	PURCHASER:
	
	 ________________________________, a

_______________________________

			
		 	By:	 	___________________________,
		 		 	a _________________________
		 	Its:	 	 
				
		 		 	By:	 	 
		 		 	Name:	 	 
		 		 	Its:	 	 


  

 E-2 








 SCHEDULE A 

TO 
 BILL OF SALE

 LEGAL DESCRIPTION OF REAL PROPERTY 

 

 E-3 








 SCHEDULE B 

TO 
 BILL OF SALE

 PERSONAL PROPERTY 
  

 E-4 








 EXHIBIT F 

Form of Deed 
  

			
	 Recording Requested By and

When Recorded Mail to:

		
	 	 	 
		
	 	 	 
		
	 	 	 
	Attn:	 	 
	
	MAIL TAX STATEMENTS TO:
		
	 	 	 
		
	 	 	 
		
	 	 	 
	Attn:	 	 

 GRANT DEED 

Assessor Parcel Number: ____________ 
 In
accordance with Section 11932 of the California Revenue and Taxation Code, Grantor has declared the amount of the transfer tax which is due by a separate statement which is not being recorded with this Grant Deed. 

For valuable consideration, receipt of which is acknowledged, _____________________________, a _____________________________
(“Grantor”), hereby grants to _________________________, a __________________ (“Grantee”), the real property in the City of ____________, County of ______________, State of California, described in Exhibit A
attached hereto and made a part hereof (the “Property”). 
 This conveyance is subject to those certain matters of record
specified on Exhibit B attached hereto and made a part hereof. 
 [Signature page to follow] 

 

 F-1 








 IN WITNESS WHEREOF, Grantor has caused this instrument to be executed by its Authorized Signatory.

 Dated: ___________, 2010. 

 

			
	 _____________________________,

a _____________________________

		
	By:	 	 
	Name:	 	 
	Its:	 	 


  

 F-2 








 EXHIBIT A 

TO 
 GRANT DEED

 LEGAL DESCRIPTION 
  

 F-3 








 EXHIBIT B 

TO 
 GRANT DEED

 PERMITTED EXCEPTIONS 

[INSERT FROM TITLE POLICY ISSUED AT CLOSING] 
  

 F-4 








 ACKNOWLEDGMENT 

State of California 
 County of __________

 On _______________ before me, _____________________________, personally appeared
__________________________________________________________________ __________________________________________________________________________ __________________________________________________________________________, who proved to me on the basis
of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. 
 I certify under PENALTY OF PERJURY
under the laws of the State of California that the foregoing paragraph is true and correct. 
 WITNESS my hand and official seal. 

 
 Signature __________________________________ (Seal) 

 

 F-5 








 SEPARATE STATEMENT OF 

DOCUMENTARY TRANSFER TAX 

Registrar-Recorder/County Clerk 

_______________________ 
 _______________________

 Dear Sir or Madam: 
 In accordance
with Section 11932 of the California Revenue and Taxation Code, it is requested that this Statement not be recorded with the attached Grant Deed but be affixed to the Grant Deed after recordation and be returned as directed thereon. 

The Grant Deed names _____________________________, a _____________________________, as Grantor and _______________________, a
_______________________, as Grantee. The property being transferred is located in the City of ______________, County of _______________, State of _____________. 

The amount of documentary transfer tax due on the attached Grant Deed is
$                              , computed on the full value of the property; the amount of
$___________ represents the county transfer tax and the amount of $___________ represents the city transfer tax. 
 Dated:
_______________, 2010. 
  

			
	 _____________________________,

a _____________________________

		
	By:	 	 
	Name:	 	 
	Its:	 	 


  

 F-6 








 EXHIBIT G 

FIRPTA Affidavit 

Transferor’s Certification of Non-Foreign Status 

To inform __________________________, a _________________________ (“Transferee”), that withholding of tax under
Section 1445 of the Internal Revenue Code of 1986, as amended (the “Code”), will not be required upon the transfer of certain real property to Transferee by _____________________________, a _____________________________
(“Transferor”), the undersigned hereby certifies the following on behalf of Transferor: 

1.        Transferor is not a foreign corporation, foreign partnership, foreign trust or foreign
estate (as those terms are defined in the Code and the Income Tax Regulations promulgated thereunder); 

2.        Seller is not a disregarded entity as defined in §1.1445-2(b)(2)(iii); 

3.        Transferor’s U.S. employer identification number is _______________; and

 4.        Transferor’s office address is c/o Guggenheim Plus Leveraged LLC, Four
Copley Place, Boston, Massachusetts, 02119. 
 Transferor understands that this Certification may be disclosed to the Internal
Revenue Service by Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both. 

Under penalty of perjury I declare that I have examined this Certification and to the best of my knowledge and belief it is true, correct
and complete, and I further declare that I have authority to sign this document on behalf of Transferor. 
 Dated: _________________ 

 

					
	 TRANSFEROR:
  

_____________________________,
 a
_____________________________

			
		 	By:	 	 
		 	Name:	 	 
		 	Its:	 	 


  

 G-1 








 EXHIBIT H 

Form of Owner’s Title Affidavit 

OWNER’S TITLE AFFIDAVIT 

The undersigned hereby states that to the undersigned’s actual current knowledge: 

1.        The undersigned is the owner of real property (the “Property”) and more particularly
described in First American Title Insurance Company Preliminary Report dated _______________, 20__ bearing Order No. _________________ (the “Preliminary Report”). 

2.        The undersigned’s possession of the Property has been peaceful and undisturbed and the title
thereto has never been disputed, questioned or rejected, nor insurance thereof refused. The undersigned knows of no facts by reason of which said possession or title might be called into question, or by reason of which any part of the Property, or
any interest therein adverse to it might be raised. 
 3.        There are no defects, liens,
encumbrances, adverse claims or other matters affecting title to the Property, recorded or unrecorded, other than those matters set forth in the Preliminary Report. 

4.        There are no parties entitled to possession of the Property other than as set forth in the rent roll
attached hereto as Schedule A (the “Leases”). Neither the tenants under the Leases nor any third parties have any rights of first refusal or options to purchase the Property. 

5.        No proceedings in bankruptcy have ever been instituted by or against the undersigned in any court of
law of before any officer of any court in any state or territory of the United States, nor has the undersigned made, at any time, an assignment for the benefit of creditors, nor an assignment, now in effect, of the rents of the Property or any part
thereof. 
 6.        There has been no work done, services rendered or materials furnished at the
behest of the undersigned in connection with repairs, improvements or alterations or any similar activity at the Property within 120 days prior to this date, except in connection with tenant improvements, and there are no outstanding claims or
persons entitled to claim for mechanics’ or materialmen’s liens against said Property, except as shown on the Preliminary Report. 

7.        The undersigned covenants and agrees that in the event First American Title Insurance Company disburses
funds from escrow prior to the time of recordation of the grant deed transferring title to the Property in this transaction, Seller shall not record any documents affecting the Property in any way at any time on the date of disbursement of funds and
prior to the recordation of the aforesaid grant deed. 
 [Signature page to follow] 

 

 H-1 








 This affidavit is made for the purpose of inducing First American Title Insurance Company to insure title to
the Property. 
 Dated this ____ day of _____________, 2010. 

 

			
	OWNER:
	
	_____________________________, a _____________________________
		
	By:	 	 
	Name:	 	 
	Its:	 	 


  

 H-2 








 EXHIBIT I 

Due Diligence Materials 

1.        Leases and Contracts. For each Real Property, copies of all existing leases and amendments,
current rolls, historical occupancy reports for the last three (3) years, existing letters of intent, any service, management, leasing or other Contracts related to such Real Property, any financial information related to any tenant, together
with any information regarding purchase options, rights of first refusal, or lease extensions or termination options and other rights of tenants. 

2.        Title, Survey, Use, and Zoning Matters. For each Real Property, to the extent in Seller’s
possession, copies of the most recent title report and ALTA survey, as well as any CC&Rs and/or Reciprocal Easement Agreements, any governmental correspondence or other documentation and notices related to use, zoning, building code or other
regulatory matters, and occupancy certificates. 
 3.        Hazardous Materials and Environmental
Matters. For each Real Property, to the extent in Seller’s possession, the most recent Phase 1 environmental inspection report, asbestos survey, and O&M report, as well as any geotechnical or other soils reports and Natural Hazard
Disclosure Reports. 
 4.        Historical Income, Expense, and Capital Expenditure Data. For
each Real Property, historical operating information related to such property, including three (3) full years’ and year to date (YTD) records (2007, 2008, 2009, and YTD 2010) confirming collected income, operating expenses, CAM
reconciliations, delinquency reports, security deposits, capital expenditures, commissions and fees (collectively, the “Financial Statements”), together with related correspondence, notices, existing audits, tax filings,
contracts, and associated books and records (the items referenced in this item 4 are collectively referred to in the Agreement of which this Exhibit is a part as Sellers’ “Books and Records”). 

5.        Collateral Materials. For each Real Property, copies of property tax bills for the last two
(2) years, utility bills, service contracts, three (3) years of insurance loss runs, a list of pending litigation affecting such property, and an inventory of Personal Property. 

6.        Building Plans. For each Real Property, to the extent in Seller’s possession, construction
plans and specifications, floor plans, site plans, and all associated drawings. 
  

 I-1 








 EXHIBIT J 

Intentionally Omitted 
  

 J-1 








 EXHIBIT K 

Seller and Purchaser Knowledge Parties 

Seller Knowledge Parties: 
  

			
	Property	  	Knowledge Party
	Carlton Plaza	  	Joe Marconi, Jr.
	Toshiba	  	Joe Marconi, Jr.
	Warner	  	Joe Marconi, Jr.
	Empire IV	  	Joe Marconi, Jr.
	Foothill	  	Andrew Gitelson
	Alta Sorrento	  	Joe Marconi, Jr.

 Purchaser Knowledge
Parties: 
 Matthew J. Root 
  

 K-1 








 EXHIBIT L 

ASSIGNMENT AND ASSUMPTION AGREEMENT 

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”), is made and dated for reference purposes as of the _____ day of
______________, 2010, by and between _________________________ (“Assignor”), and _____________________ (“Assignee”), both of whom may be referred to herein as the “Parties” and each of whom may be referred to herein as
a “Party.” 
 RECITALS 

A.        Assignor and Assignee are parties to that certain Sale, Purchase and Escrow Agreement
(Property Pool A), dated _____________, 2010, as the same may heretofore have been amended and assigned (the “Purchase Agreement”). Unless otherwise expressly defined herein, capitalized terms used herein without definition shall have the
same meaning given to such terms in the Purchase Agreement. 
 B.        This Assignment
is being made pursuant to the Purchase Agreement for the purpose of memorializing the assignment by Assignor to Assignee of: (a) those certain Leases described on Exhibit “A” attached hereto, (b) the Security Deposits described
on Exhibit “B” attached hereto, and (c) the Intangible Properties. 
 NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows: 

1.        Assignment of Leases, Security Deposits, and Intangible
Properties.    Subject to the provisions of the Purchase Agreement, effective as of the Closing, (a) Assignor hereby grants, assigns, transfers, conveys and delivers to Assignee, and Assignee hereby accepts the
assignment of, the Leases described on Exhibit “A” attached hereto and the Security Deposits described on Exhibit “B” attached hereto and all of the right, title, estate, interest, benefits and privileges of the lessor or
landlord thereunder; and (b) Assignor hereby transfers and assigns to Assignee the Intangible Properties. 

2.        Assumption of Obligations.    Subject to the provisions of
the Purchase Agreement, by acceptance of this Assignment, effective as of the Closing, Assignee hereby assumes and agrees to perform and to be bound by all of the terms, covenants, conditions and obligations imposed upon the lessor or landlord under
the Leases described on Exhibit “A” attached hereto accruing with respect to the period on or after the Closing. 

3.        Indemnification by Assignor.    Assignor hereby agrees to
indemnify, defend and hold harmless Assignee of, for, from and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising out of or relating to the
breach by Assignor of any of the obligations, terms and/or covenants of the lessor or landlord under or pursuant to the Leases described on Exhibit “A” attached hereto, which obligations, terms and/or covenants accrue with respect to the
period prior to the Closing; 
  

 M-1 








 
provided that the provisions of this Section 3 shall be subject to the provisions of Section 16.15 of the Purchase Agreement. 

4.        Indemnification by Assignee.    Assignee hereby agrees to
indemnify, defend and hold harmless Assignor of, for, from and against any and all claims, demands, liabilities; losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising out of or relating to the
breach by Assignee of any of the obligations, terms and/or covenants of the lessor or landlord under or pursuant to the Leases described on Exhibit “A” attached hereto, which obligations, terms and/or covenants accrue with respect to the
period on or after the Closing. 

5.        Proration.    Nothing contained in this Assignment shall
constitute a waiver of or a limitation on any of the rights and obligations of the Parties pursuant to the Purchase Agreement concerning prorations. 

6.        Successors and Assigns.    This Assignment shall be binding
upon and inure to the benefit of the successors, assigns, personal representatives, heirs and legatees of the respective Parties hereto. 

7.        Attorneys’ Fees.    In the event of any legal action
between Assignor and Assignee arising out of or in connection with this Assignment, the prevailing party shall be entitled to recover from the other party reasonable attorneys’ fees and costs incurred in such action and any appeal therefrom.

 8.        Governing Law; Jurisdiction and Venue.    This
Assignment shall be governed by the laws of the State of California. The proper venue for any claims, causes of action or other proceedings concerning this Assignment shall be in the state and federal courts located in the County of where the
Property is located in the State of California. 

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

10.        Cooperation.    Assignor hereby agrees to and shall execute
and deliver to Assignee any and all documents, agreements and instruments necessary to consummate the transactions contemplated by this Assignment. 
  

 M-2 








 IN WITNESS WHEREOF, the Parties hereto have executed this Assignment as of the date first
above written. 
  

			
	ASSIGNOR:
	
	EXHIBIT - DO NOT SIGN
		
	By:	 	 
		
	Title:	 	 
		
	By:	 	 
		
	Title:	 	 
	
	ASSIGNEE:
	
	EXHIBIT - DO NOT SIGN
		
	By:	 	 
		
	Title:	 	 


  

 M-3 








 EXHIBIT “A” 

TO ASSIGNMENT AND ASSUMPTION 

LEASES 
  

 M-4 








 EXHIBIT “B” 

TO ASSIGNMENT AND ASSUMPTION 

SECURITY DEPOSITS 
  

 M-5 








 EXHIBIT M 

Form of Tenant Estoppel Certificate 
  

			
	To:	 	______________________
		 	______________________
		 	______________________
		 	______________________
		
	To:  	 	[Lender]
		 	______________________
		 	______________________
		 	______________________

  

	RE:	That certain lease agreement dated ______________, 20___, as amended by that certain _____________ dated ___________, 20__ (as amended or modified, the
“Lease”), whereby ______________, as tenant therein (“Tenant”), leased from __________, as landlord therein (“Landlord”), approximately _____ net rentable square feet of space located in __________________ (the
“Premises”), which is located in the City of _______________, State of ________________ (the “Property”). 


Ladies and Gentlemen: 
 Tenant
acknowledges that ________________________________ (“Buyer”), is reviewing the possible purchase of the Property from Landlord. Tenant further acknowledges that, in the event Buyer elects to purchase the Property, ________________
(“Lender”), is reviewing the possibility of providing financing to Buyer in connection with Buyer’s purchase of the Property. In connection therewith, Tenant hereby certifies, represents and warrants to Buyer and Lender, and their
respective successors and assigns, as follows: 
 1.        A true and correct copy of
the Lease is attached hereto as Exhibit “A,” and incorporated herein by reference. The Lease constitutes the entire agreement between Landlord and Tenant with respect to the Premises and the Property, is in good standing, full force and
effect, and has not been amended, modified or assigned either orally or in writing, except as provided in the Preamble of this Tenant Estoppel Certificate. 

2.        Tenant’s net rentable square footage of Tenant’s Premises is equal to
________________ square feet. 
 3.        The term of the Lease commenced on
_______________, 20_, and will terminate on _______________ 20_. Tenant has __________ renewal options of ________________ years each. 

4.        The current monthly amount of base rent payable by the Tenant is equal to
$                . Current charges for operating expenses, insurance and real estate taxes are 

 

 M-6 








 
___________ per month. Base rent has been paid through ___________, 20____, and additional rent for operating expenses, insurance premiums and real estate taxes has been paid through
_______________, 20_. No rent has been prepaid by more than thirty (30) days. No percentage rent is payable pursuant to the Lease. 

5.        Tenant is responsible for paying its proportionate share of operating expenses,
insurance and real estate taxes owed regarding the Property. Tenant’s proportionate share of said operating expenses, insurance and real estate taxes is equal to ______________% calculated by taking Tenant’s net rentable square footage of
the Premises divided by _________, the total net rentable square footage of the Property. 
 [Alternative Provision: Tenant is
responsible for paying its proportionate share of operating expenses, insurance and real estate taxes owed regarding the Property in excess of the amount of such costs incurred during the Base Year. The Base Year for Tenant is ___________
Tenant’s proportionate share of said operating expenses, insurance and real estate taxes is equal to __________% calculated by taking Tenant’s net rentable square footage of the Premises divided by __________, the total net rentable square
footage of the Property.] 
 6.        Tenant has not deposited any monies or
instruments to secure any of its agreements and obligations under the Lease and has not paid any advance rentals or other amounts, excepts as specified below (write “NONE” if there is none). 

 
  

7.        There are no defaults of Landlord or Tenant under the Lease, and there are no existing
circumstances which with the passage of time, or giving of notice, or both, would give rise to a default by Landlord or Tenant under the Lease. Landlord and Tenant are in full compliance with their obligations under the Lease. 

8.        No breach or violation exists of any of the provisions of the Lease granting exclusive
uses to Tenant or prohibiting or restricting uses of other tenants. 

9.        Construction of all improvements required under the Lease and any other conditions to
Tenant’s obligations under the Lease, if any, have been satisfactorily completed by Landlord. Tenant has accepted the Premises and is occupying and operating in the Premises. 

10.        Tenant has no charge, lien, claim of set-off, abatement or defense against rents or
other charges due or to become due under the Lease or otherwise under any of the terms, conditions, and covenants contained therein, and Tenant is not entitled to any concessions, rebates, allowances or other considerations for free or reduced rent.

 11.        There are no attachments, executions, assignments for the benefit of
creditors, receiverships, conservatorships, or voluntary or involuntary proceedings in bankruptcy or pursuant to any other laws for relief of debtors contemplated or filed by Tenant or pending against Tenant. 

 

 M-7 








 12.        Tenant has not subleased all or any
portion of the Premises or assigned any of its rights under the Lease, nor pledged any interest therein. 

13.        Tenant does not have any rights or options to purchase the Property, the Premises or
any portion thereof. 
 14.        If the Lease is guaranteed, the Guaranty is
unmodified and in full force and effect. There are no attachments, executions, assignments for the benefit of creditors, receiverships, conservatorships, or voluntary or involuntary proceedings in bankruptcy or pursuant to any other laws for relief
of debtors contemplated or filed by any Guarantor or pending against any Guarantor. 

15.        Tenant does not have any options, rights of first refusal, rights of first offer,
expansion rights or similar rights with respect to other Property space. 

16.        Tenant has never permitted or suffered the generation, treatment, use, storage,
disposal or discharge of any hazardous, toxic or dangerous substance, waste or materials in, on or about the Leased Premises or any adjacent property. 

17.        Upon being notified of the closing of the above-referenced proposed purchase, sale and
assignment, Tenant agrees to recognize Buyer as Landlord under the Lease and to send all rental payments and communications permitted or required under the Lease to such address as Landlord may, in writing, direct from time to time. 

18.        The person(s) whose signature(s) appear(s) below is duly and fully authorized to
execute this Tenant Estoppel Certificate and has knowledge of the facts and statements recited herein. 
 The certifications,
representations and warranties herein made shall be binding upon Tenant, its heirs, legal representatives, successors and assigns, and shall inure to Buyer’s and Lender’s benefit and to the benefit of Buyer’s and Lender’s
respective successors and assigns. Tenant acknowledges that Buyer may rely on this Tenant Estoppel Certificate in conjunction with its purchase and thereafter its ownership and operation of the Property. Tenant further acknowledges that Lender may
rely on this Tenant Estoppel Certificate in conjunction with its financing of the purchase of the Property by Buyer. 
 IN
WITNESS WHEREOF, the Tenant has executed and delivered this Tenant Estoppel Certificate this ___________ day of ________________, 20___. 
  

			
	TENANT:
	
	 
		
	By	 	 
	Title	 	 
	
	GUARANTOR: (If Applicable)
	
	 


  

 M-8 









			
		
	By	 	 
	Title	 	 


  

 M-9 








 EXHIBIT “A” 

TO FORM OF TENANT ESTOPPEL CERTIFICATE 

LEASE 
  

 M-10 








 EXHIBIT N 

Intentionally Omitted 
  

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 EXHIBIT O 

SELLERS’ DISCLOSURES 
  

Pool B Purchase Agreement – Exhibit O 

Defaults 
  

								
	Building	  	Tenant	  	Balance	  	Notes
	 Alta Sorrento
	  	DBSA	  	$	74,000	  	Court ordered settlement with monthly payments due through February 2013 (not a current tenant)
	 Alta Sorrento
	  	Dale Carnegie	  	$	10,471	  	Settlement agreement with $1,000 monthly payments (not a current tenant)
	 Alta Sorrento
	  	Cybertel	  	$	87,775	  	Probability of collection seems remote at this time (not a current tenant)
	 Alta Sorrento
	  	Filmore Technologies	  	$	14,127	  	Tenant has vacated/working on settlement
	 Carlton Plaza
	  	NEVIS FUNDING	  	$	1,449	  	Judgment Recorded. Company has no assets. File closed (not a current tenant)
	 Carlton Plaza
	  	REMAX	  	$	2,073	  	Received Chapter 11 bankruptcy notification. Claim will be filed (not a current tenant)
	 Carlton Plaza
	  	REMAX	  	$	9,540	  	Received Chapter 11 bankruptcy notification. Claim will be filed (not a current tenant)
	 Empire Towers IV
	  	American Justice Mitigation	  	$	23,769	  	Three months behind served 3-day notice to pay rent or quit. Turn over possession to management 8/2/2010, now in breach of contract
	 Foothill
	  	None	  			  	
	 Toshiba
	  	None	  			  	
	 Warner Canoga
	  	SOUTH PACIFIC HOME LOANS	  	$	3,694	  	No legal action was taken for past due CAM amount according to Greg Ryan’s office
	 Warner Canoga
	  	MICHAEL GOODHEART	  	$	16,978	  	Written off to bad debt. $16,978.13 total write off. A $25k judgment has been entered
	 Warner Canoga
	  	MYM GROUP	  	$	3,659	  	A $32,418.34 judgment has been entered
	 Warner Canoga
	  	MELONI	  	$	6,303	  	2008 CAM Due. Manager will file small claims action due to no response from their attorney
	 Warner Canoga
	  	SY & ASSOCIATES	  	$	20,591	  	Judgment obtained. Monthly payments pending LL acceptance/approval
	 Warner Canoga
	  	HHLL CONSTRUCTION DEVELOPMENT	  	$	3,672	  	Moved out and we applied their security to the balance owed in July. Their remaining balance has been sent to our attorney for collections


 

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 EXHIBIT P 

SEC REQUIREMENTS 

For the period of time commencing on the Effective Date and continuing through the second (2nd) anniversary of the Closing Date,
each Seller shall, from time to time, upon reasonable advance notice from Purchaser, provide Purchaser and its representatives, agents and employees with access to all financial and other information pertaining to the period of such Seller’s
ownership and operation of its respective Property, to the extent not theretofore delivered by Sellers to Purchaser, which information is relevant and reasonably necessary, in the opinion of the outside, third party accountants (the
“Accountants”) of Pacific Office Properties Trust, Inc. (“POP”), to enable POP and its Accountants to prepare financial statements in compliance with any or all of (a) Rule 3-14 of Regulation S-X of the SEC; (b) any
other rule issued by the SEC and applicable to POP; and (c) any registration statement, report or disclosure statement filed with the SEC by, or on behalf of, POP; provided, however, that in any such event(s), Purchaser shall reimburse Seller
for all third party, out-of-pocket costs and expenses that Seller incurs in order to comply with the foregoing requirement. Seller acknowledges and agrees that the following is a representative description of the information and documentation that
POP and the Accountants may require in order to comply with (a), (b) and (c) above. Seller shall provide such information on a per Property basis. 
  

	 	1.	Rent rolls for the calendar month in which the Closing occurs and the eleven (11) calendar months immediately preceding the calendar month in which the Closing
occurs; 

  

	 	2.	Seller’s written analysis of both (a) scheduled increases in base rent required under the Leases in effect on the Closing Date; and (b) rent concessions
imposed pursuant to those Leases, and the straight line effect of (a) and (b); 

  

	 	3.	Seller’s internally-prepared Operating Statements; 

  

	 	4.	Access to Leases; 

  

	 	5.	Most currently available real estate Tax Bills; 

  

	 	6.	Access to Seller’s cash receipt journal(s) and bank statements for the Property; 


 

	 	7.	Seller’s general ledger with respect to the Property; 

  

	 	8.	Seller’s schedule of expense reimbursements required under Leases in effect on the Closing Date; 


 

	 	9.	Schedule of those items of repairs and maintenance performed by, or at the direction of Seller, during Seller’s final fiscal year in which Seller owns and operates
the Property (the “Final Fiscal Year”); 

  

 P-1 









	 	10.	Schedule of those capital improvements and fixed asset additions made by, or at the direction of, Seller during the Final Fiscal Year; 


 

	 	11.	Access to Seller’s invoices with respect to expenditures made during the Final Fiscal Year; 


 

	 	12.	Access (during normal and customary business hours) to responsible personnel to answer accounting questions; and 


 

	 	13.	A representation letter in such form as is reasonably required by Purchaser, signed by the individual(s) responsible for Seller’s financial reporting, as
prescribed by generally accepted auditing standards promulgated by the Auditing Standards Division of the American Institute of Certified Public Accountants, which representation letter may be required to assist the Accountants in rendering an
opinion on such financial statements. 

  

 P-2 








 EXHIBIT Q 

FORM OF AUDIT LETTER 

[Current Date] 

___________________________ 

___________________________ 

___________________________ 
 Attention:
______________ 
 Ladies and Gentlemen: 

We are providing this letter (a) in connection with your audit of the statement of revenue and certain expenses for the commercial property commonly
known as__________________ (the “Property”) for the year ended December 31,
20____1 (“Financial Statement”) and (b) for
the purpose of your expression of an opinion (“Opinion”) as to whether the Financial Statement presents fairly, in all material respects, the revenue and certain expenses of the Property in conformity with accounting principles generally
accepted in the United States of America (“GAAP”), which Opinion shall be issued for the purpose of complying with the rules and regulations of the Securities and Exchange Commission. We understand that (i) you have excluded from the
Financial Statement certain expenses that would not be comparable to those resulting from the proposed future operations of the Property and (ii) the Financial Statement is not intended to be a complete presentation of the revenue and expenses
of the Property. We confirm that we are responsible to provide to you correct information concerning the revenue and certain expenses generated from and incurred in connection with, the ownership and operation of the Property by the undersigned
prior to _______________, 20____2 (the “Closing
Date”) in conformity with GAAP. 
 Certain representations in this letter are described as being limited to matters that
are material. Items are considered material, regardless of size, if they involve an omission or misstatement of accounting information that, in the light of surrounding circumstances, makes it probable that the judgment of a reasonable person
relying on the information would be changed or influenced by the omission or misstatement. 
 We confirm, to our knowledge and
belief, as of the date of this letter, the following representations made to you during your audit: 
  

	 	(1)	We have made available to you all financial records and related data, including lease agreements, and amendments thereto which support the amounts reported in the
Financial Statement and that relate to our period of ownership of the Property. 

  

	 	(2)	 With respect to the period of time during which the undersigned owned the Property: (x) there are no material transactions that have not been
properly recorded in the accounting records of the undersigned that underlie the Financial Statement; and (y) the revenue and certain expenses included in the Financial 



 

 Q-1 









	 	 
Statement are for the Property operations, and do not relate to operations that have occurred for other properties owned or managed by us. 



 

	 	(3)	We have no knowledge of any fraud or suspected fraud (during our ownership of the Property) involving management or employees who have significant roles in internal
control, whether or not perceived to have a material effect on the financial statements. There are no allegations of fraud or suspected fraud affecting the Property (during our ownership of the Property) received by us in communications from
employees, former employees, regulators, or others. 

  

	 	(4)	Related party transactions with which we were involved during our ownership of the Property and where applicable, have been properly recorded or disclosed in the
Financial Statement. 

  

	 	(5)	We are not aware of any information relating to our ownership of the Property and indicating that an illegal act, or violations or possible violations of any
regulations, including the failure to file reports required by regulatory bodies (e.g., SEC, DOC, IRS, EPA, OCC, FDIC, DOL) when the effects of failing to file could be material to the financial statements of the Property. 


 

	 	(6)	We are not aware of any unasserted claims or assessments (with respect to our ownership of the Property) that our lawyer has advised us are probable of assertion and
must be disclosed in accordance with FASB Statement No. 5, Accounting for Contingencies. 

  

	 	(7)	During our ownership of the Property, we complied with all aspects of contractual agreements to which we were a party that would have a material effect on the Financial
Statement in the event of noncompliance. 

 To our knowledge and belief, no events have occurred subsequent to December 31, 20___
3, and through the date this letter is signed that would
require adjustment to or disclosure in the Financial Statements. 
 Very truly yours, 

 

					
	  	 		 	  
	Name and Title	 		 	Date
			
	  	 		 	  
	Name and Title	 		 	Date

  

	1
	 Note that this date will be December 31st of the calendar year immediately preceding the calendar year in which the Closing Date occurs.




	2
	 The date on which ___________ consummates its acquisition of the Property 



	3
	 Note that this date will be December 31st of the calendar year immediately preceding the calendar year in which the Closing Date occurs.



  

 Q-2 








 SCHEDULE 5.4 

Property: Carlton Plaza 

Lender Name: Wells Fargo (Trustee) 

Original Loan Documents 

Note 
 Loan
Agreement 
 Deed of Trust 
 Assignment
of Leases and Rents 
 Assignment of Contracts 

Subordination of Property Manager 
 Environmental
Indemnity 
 Exception to Non Recourse Guaranty 

Assumption Documents 
 Loan
Assumption Agreement 
 Consent Side Letter 

New Borrower Certificate 

Property: Toshiba 

Lender Name: Nomura Credit & Capital 

Loan Documents 

Reconveyance 
 Note 

Deed of Trust 
 Assignment of Leases and Rents

 Indemnity Agreement-Dennis Alfieri 

Indemnity Agreement-James Ewing 
 Cash Management
Agreement 
 Hazardous Substance Indemnity-Alfieri 

Hazardous Substance Indemnity-Ewing 

Property: Warner Center 

Lender Name: Archon 

Original Loan Documents 

Note 
 Guaranty 

Assignment of Leases and Rents 
 Deed of Trust

 Capital Improvement Agreement 

Environmental Indemnity 
 Mold Prevention
Agreement 
 Post Closing Agreement 

Assumption Documents 
 Note
and Deed of Trust Assumption Agreement 
 with Joinder by and Agreement of Original Indemnitor 

with Joinder by and Agreement of New Indemnitor 

Post Closing Letter 
 Management Subordination
Agreement 







 Property: Empire Towers IV 

Lender Name: Mass Mutual Life Insurance Co. 

Loan Documents 
 Note

 Deed of Trust and Security Agreement and Fixture Filing 

Assignment of Leases and Rents 
 Assignment and
Subordination of Property Management Agmt 
 Environmental Indemnity 

Borrowers Affidavit 
 Property:
Foothill 
 Lender Name: Wells Fargo Trustee 

Original Loan Documents 

Note Deed of Trust 
 Manager’s Consent and
Subordination of Management Agreement 
 Pre Negotiation Agreement 

Post Closing Letter 
 Clearing Account Agreement

 Clearing Account Agreement Correction 

Clearing Account Agreement Assignment 
 Guaranty
Indemnity 
 Independent Management Agreement 

Environmental Indemnity 
 Cash Management
Agreement 
 Assignment of Leases and Rents 

Assumption Documents 

Assumption and Release Agreement 
 Assignment of
Management Agreement, Consent and Agreement of Manager 
 Clearing Account Agreement 

Lock Box Fee Letter 
 Property:
Alta Sorrento 
 Lender Name; Mass Mutual Life Insurance Co. 

Loan Documents 
 Note

 Deed of Trust and Security 

Agreement and Fixture Filing 
 Assignment of
Leases and Rents 
 Environmental Indemnity 

Borrowers Affidavit 
 Assignment and
Subordination of Property Management Agrmt