PURCHASE AND SALE AGREEMENT



 Exhibit 10.17 

 
 Execution
Version           
  
  

PURCHASE AND SALE AGREEMENT 
 between 
 KANAM GRUND KAPITALANLAGEGESELLSCHAFT MBH, 

a German limited liability company, 
 for the benefit of KanAm US-grundinvest Fonds, a German open-end real estate fund sponsored 
 by KanAm Grund Kapitalanlagegesellschaft mbH 
 AS SELLER 

and 
 WELLS
CORE REIT - 7624/7668 WARREN, LLC, 
 a Delaware limited liability company 

AS PURCHASER 
  

Dated as of April 5, 2011 








							
	Table of Contents	  
			
	 	  	 	  	Page	 
	
	ARTICLE I	  
	DEFINITIONS	  
			
	Section 1.1.	  	    Defined Terms	  	 	6	  
	
	ARTICLE II	  
	PURCHASE AND SALE	  
			
	Section 2.1.	  	    Agreement of Purchase and Sale	  	 	11	  
			
	Section 2.2.	  	    Property Defined	  	 	12	  
			
	Section 2.3.	  	    Purchase Price	  	 	13	  
			
	Section 2.4.	  	    Payment of the Purchase Price	  	 	13	  
			
	Section 2.5.	  	    Deposit of Earnest Money	  	 	13	  
			
	Section 2.6.	  	    Escrow Agent	  	 	13	  
			
	Section 2.7.	  	    Independent Contract Consideration	  	 	15	  
	
	ARTICLE III	  
	TITLE AND SURVEY	  
			
	Section 3.1.	  	    Title and Survey Review	  	 	15	  
			
	Section 3.2.	  	    Conveyance of Title	  	 	17	  
	
	ARTICLE IV	  
	REVIEW OF PROPERTY	  
			
	Section 4.1.	  	    Deliveries; Property Information	  	 	17	  
			
	Section 4.2.	  	    Right of Inspection	  	 	18	  
			
	Section 4.3.	  	    Environmental Reports	  	 	19	  
			
	Section 4.4.	  	    Tenant Estoppels	  	 	20	  
			
	Section 4.5.	  	    Lease Guarantor Estoppels	  	 	20	  
			
	Section 4.6.	  	    SNDAs	  	 	21	  
			
	Section 4.7.	  	    Consent Under and Termination of Warburg Declaration	  	 	21	  
			
	Section 4.6.	  	    Frisco Bridges Estoppel Certificate	  	 	22	  
			
	Section 4.7.	  	    Duke Bridges Estoppel Certificate	  	 	22	  
			
	Section 4.8.	  	    Cooperation with Purchaser’s Auditors	  	 	23	  
			
	Section 4.9.	  	    Operating Agreements	  	 	23	  


  
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	ARTICLE V	 
	CLOSING	  
			
	Section 5.1.	  	    Time and Place	  	 	24	  
			
	Section 5.2.	  	    Seller’s Obligations at Closing	  	 	24	  
			
	Section 5.3.	  	    Purchaser’s Obligations at Closing	  	 	26	  
			
	Section 5.4.	  	    Credits and Prorations	  	 	27	  
			
	Section 5.5.	  	    Transaction Taxes and Closing Costs	  	 	31	  
			
	Section 5.6.	  	    Conditions Precedent to the Obligations of Purchaser	  	 	32	  
			
	Section 5.7.	  	    Conditions Precedent to the Obligations of Seller	  	 	33	  
			
	Section 5.8.	  	    Possession; Keys and Records	  	 	33	  
	
	ARTICLE VI	  
	REPRESENTATIONS, WARRANTIES AND COVENANTS	  
			
	Section 6.1.	  	    Representations and Warranties of Seller	  	 	33	  
			
	Section 6.2.	  	    Knowledge Defined	  	 	37	  
			
	Section 6.3.	  	    Survival of Seller’s Representations and Warranties	  	 	37	  
			
	Section 6.4.	  	    Covenants of Seller	  	 	38	  
			
	Section 6.5.	  	    Representations and Warranties of Purchaser	  	 	40	  
			
	Section 6.6.	  	    Survival of Purchaser’s Representations and Warranties	  	 	41	  
			
	Section 6.7.	  	    Knowledge of Purchaser Defined	  	 	41	  
	
	ARTICLE VII	  
	DEFAULT	  
			
	Section 7.1.	  	    Default by Purchaser	  	 	41	  
			
	Section 7.2.	  	    Default by Seller	  	 	41	  
			
	Section 7.3.	  	    Recoverable Damages	  	 	42	  
	
	ARTICLE VIII	  
	RISK OF LOSS	  
			
	Section 8.1.	  	    Damage or Destruction	  	 	42	  
			
	Section 8.2.	  	    Condemnation	  	 	43	  
	
	ARTICLE IX	  
	COMMISSIONS	  
			
	Section 9.1.	  	    Brokerage Commissions	  	 	43	  
	
	ARTICLE X	  
	DISCLAIMERS AND WAIVERS	  
			
	Section 10.1.	  	    NO RELIANCE ON DOCUMENTS	  	 	44	  


  
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	Section 10.2.	  	    AS-IS SALE; DISCLAIMERS	  	 	44	  
			
	Section 10.3.	  	    SURVIVAL OF DISCLAIMERS	  	 	46	  
	
	ARTICLE XI	  
	MISCELLANEOUS	  
			
	Section 11.1.	  	    Confidentiality	  	 	46	  
			
	Section 11.2.	  	    Public Disclosure	  	 	46	  
			
	Section 11.3.	  	    Assignment	  	 	46	  
			
	Section 11.4.	  	    Notices	  	 	47	  
			
	Section 11.5.	  	    Modifications	  	 	49	  
			
	Section 11.6.	  	    Entire Agreement	  	 	49	  
			
	Section 11.7.	  	    Further Assurances	  	 	49	  
			
	Section 11.8.	  	    Counterparts	  	 	49	  
			
	Section 11.9.	  	    Severability	  	 	49	  
			
	Section 11.10.	  	    Applicable Law	  	 	49	  
			
	Section 11.11.	  	    No Third-Party Beneficiary	  	 	49	  
			
	Section 11.12.	  	    Captions	  	 	50	  
			
	Section 11.13.	  	    Construction	  	 	50	  
			
	Section 11.14.	  	    Recordation	  	 	50	  
			
	Section 11.15.	  	    Attorneys’ Fees	  	 	50	  
			
	Section 11.16.	  	    Computation of Time Periods	  	 	50	  
			
	Section 11.17.	  	    Effective Date	  	 	50	  

 Exhibits 
  

					
	Exhibit A-1	  	        -        	  	Description of Duke Bridges I Project Land
	Exhibit A-2	  	        -        	  	Description of Duke Bridges II Project Land
	Exhibit B	  	        -        	  	List of Operating Agreements
	Exhibit C	  	        -        	  	Permitted Exceptions
	Exhibit D	  	        -        	  	List of Deliveries
	Exhibit E	  	        -        	  	List of Environmental Reports
	Exhibit F-1	  	        -        	  	Form of Tenant Estoppel Certificate – T-Mobile Building I Lease
	Exhibit F-2	  	        -        	  	Form of Tenant Estoppel Certificate – T-Mobile Building II Lease
	Exhibit F-3	  	        -        	  	Form of Tenant Estoppel Certificate – EFA Lease
	Exhibit G	  	        -        	  	Form of Release of Declaration
	Exhibit H	  	        -        	  	Form of Special Warranty Deed
	Exhibit I	  	        -        	  	Form of Assignment of Contracts
	Exhibit J	  	        -        	  	Form of Bill of Sale
	Exhibit K	  	        -        	  	Form of Assignment of Leases
	Exhibit L	  	        -        	  	Form of Blanket Transfer and Assignment


  
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	Exhibit M	  	        -        	  	Form of Tenant Notice Letter
	Exhibit N	  	        -        	  	Form of Owner’s Affidavit
	Exhibit O	  	        -        	  	Form of Closing Statement
	Exhibit P	  	        -        	  	Seller’s Disclosures
	Exhibit Q	  	        -        	  	Reserved
	Exhibit R	  	        -        	  	List of Tenant Delinquencies
	Exhibit S	  	        -        	  	Form of Withholding Escrow Agreement
	Exhibit T	  	        -        	  	Schedule of Insurance Coverage Requirements
	Exhibit U	  	        -        	  	Schedule of Personal Property
	Exhibit V-1	  	        -        	  	Form of Frisco Bridges Estoppel Certificate
	Exhibit V-2	  	        -        	  	Frisco Bridges Seller Estoppel
	Exhibit W-1	  	        -        	  	Form of Duke Bridges Estoppel Certificate
	Exhibit W-2	  	        -        	  	Duke Bridges Seller Estoppel
	Exhibit W-3	  	        -        	  	Form of Additional Duke Bridges Estoppel
	Exhibit X-1	  	        -        	  	Form of SNDA for T-Mobile Building I Lease
	Exhibit X-2	  	        -        	  	Form of SNDA for T-Mobile Building II Lease
	Exhibit X-3	  	        -        	  	Form of SNDA for EFA Lease


  
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 PURCHASE AND SALE AGREEMENT 
 THIS PURCHASE AND SALE AGREEMENT is made as of the 5th day of April, 2011, by and between KANAM GRUND KAPITALANLAGEGESELLSCHAFT MBH, a German limited liability company (“Seller”)
for the benefit of the KanAm US Grundinvest Fonds, a German open-end real estate fund sponsored by KanAm Grund Kapitalanlagegesellschaft mbH (the “Fund”) and WELLS CORE REIT - 7624/7668 WARREN, LLC, a Delaware limited
liability company (“Purchaser”). 
 ARTICLE I  

DEFINITIONS 
 Section 1.1.    Defined Terms.    The capitalized terms used herein will have the following meanings. 

“Access Agreement” shall have the meaning assigned thereto in Section 4.2(f). 

“Additional Duke Bridges Estoppel Certificate” shall have the meaning assigned thereto in Section 4.9.

 “Affiliate” shall have the meaning assigned thereto in Section 11.3. 

“Agreement” shall mean this Purchase and Sale Agreement, together with the exhibits and schedules attached hereto, as
the same may be amended, restated, supplemented or otherwise modified. 
 “Assignment of Contracts” shall have
the meaning assigned thereto in Section 5.2(b). 
 “Assignment of Leases” shall have the meaning
assigned thereto in Section 5.2(d). 
 “Bill of Sale” shall have the meaning assigned thereto in
Section 5.2(c). 
 “Billbacks” shall have the meaning assigned thereto in
Section 5.4(b)(vi). 
 “Billbacks Certificate” shall have the meaning assigned thereto in
Section 5.4(b)(vi). 
 “Blanket Transfer” shall have the meaning assigned thereto in
Section 5.2(e). 
 “Broker” shall have the meaning assigned thereto in
Section 5.5(b)(iii). 
 “Broker Lien Waiver” shall have the meaning assigned thereto in
Section 9.1. 
 “Cap” shall have the meaning assigned thereto in Section 6.3.


  
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 “Certificate Tax Amount” shall have the meaning assigned thereto in
Section 6.4(b). 
 “Closing” shall have the meaning assigned thereto in Section 5.1.

 “Closing Date” shall have the meaning assigned thereto in Section 5.1. 

“Closing Statement” shall have the meaning assigned thereto in Section 5.2(l). 

“Commission Agreement” shall have the meaning assigned thereto in Section 6.1(h). 

“Confidential Documents” shall have the meaning assigned thereto in Section 4.2(e). 

“DB III Declaration” shall have the meaning assigned thereto in Section 4.9. 

“Deliveries” shall have the meaning assigned thereto in Section 4.1(a). 

“Deposit” shall have the meaning assigned thereto in Section 2.5. 

“Designated Representatives” shall have the meaning assigned thereto in Section 6.2. 

“Duke Bridges Declaration” shall have the meaning assigned thereto in Section 4.9. 

“Duke Bridges Estoppel Certificate” shall have the meaning assigned thereto in Section 4.9. 

“Duke Bridges I Project” shall have the meaning assigned thereto in Section 2.2. 

“Duke Bridges II Project” shall have the meaning assigned thereto in Section 2.2. 

“EFA” shall mean EFA Processing, L.P., a Texas limited partnership formerly known as EFA Data Processing, L.P.

 “EFA Guarantor” shall mean Kenneth Talbert. 

“EFA Guaranty” shall mean that certain Unconditional Guaranty of Lease dated September 1, 2006, by EFA Guarantor
in favor of Seller (successor in interest to GE Commercial Finance Business Property Corporation, successor in interest to Duke Construction Limited Partnership, successor in interest to Duke Realty Limited Partnership). 

“EFA Lease” shall mean that certain Office Lease dated September 1, 2006, between Seller (successor in interest to
GE Commercial Finance Business Property Corporation, successor in interest to Duke Construction Limited Partnership, successor in interest to Duke Realty Limited Partnership) and EFA (successor in interest to DebtXS I, LLC, successor in interest to
DebtXS L.P.), as amended by First Lease Amendment dated December 20, 2006, as 

  
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supplemented by Letter of Understanding dated December 15, 2006, as supplemented by Side Letter dated March 27, 2008, from Seller to EFA and as assigned by Assignment of Commercial
Lease dated July 30, 2009, as subleased in part by Sublease of Premises dated December 22, 2006 with Network Funding, L.P. 
 “Effective Date” shall have the meaning assigned thereto in Section 11.17. 
 “Environmental Laws” shall have the meaning assigned thereto in Section 6.1(i). 
 “Escrow Agent” shall have the meaning assigned thereto in Section 2.5. 
 “Escrowed Funds” shall have the meaning assigned thereto in Section 6.4(b). 
 “Existing Environmental Reports” shall have the meaning assigned thereto in Section 6.1(i). 
 “Existing Survey” shall have the meaning assigned thereto in Section 3.1(b). 
 “Final Tax Liability” shall have the meaning assigned thereto in Section 6.4(b). 
 “Financial Institution” shall have the meaning assigned thereto in Section 6.1(m). 
 “FIRPTA Certificate” shall have the meaning assigned thereto in Section 6.4(b). 
 “Frisco Bridges Declaration” shall have the meaning assigned thereto in Section 4.8. 
 “Frisco Bridges Estoppel Certificate” shall have the meaning assigned thereto in Section 4.8. 
 “Guarantor Estoppel” and “Guarantor Estoppels” shall have the meaning assigned thereto in Section 4.5. 

“Hudson Agreement” shall have the meaning assigned thereto in Exhibit B attached hereto. 

“Improvements” shall have the meaning assigned thereto in Section 2.1(b). 

“Inspections” shall have the meaning assigned thereto in Section 4.2(a). 

“Intangibles” shall have the meaning assigned thereto in Section 2.1(e). 

“Land” shall have the meaning assigned thereto in Section 2.1(a). 

“Leases” shall have the meaning assigned thereto in Section 2.1(d). 

“Limitations Period” shall have the meaning assigned thereto in Section 6.3. 

“New Survey” shall have the meaning assigned thereto in Section 3.1(b). 

  
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 “OFAC” shall have the meaning assigned thereto in
Section 6.1(m). 
 “Office Park Declaration” shall have the meaning assigned thereto in
Section 4.9. 
 “Operating Agreements” shall have the meaning assigned thereto in
Section 2.1(e). 
 “Permitted Exceptions” shall have the meaning assigned thereto in
Section 3.1(a). 
 “Person” shall have the meaning assigned thereto in Section 6.1(m).

 “Personal Property” shall have the meaning assigned thereto in Section 2.1(c). 

“Project” shall have the meaning assigned thereto in Section 2.2. 

“Property” shall have the meaning assigned thereto in Section 2.2. 

“Purchase Price” shall have the meaning assigned thereto in Section 2.3. 

“Purchaser” shall have the meaning assigned thereto in the Preamble to this Agreement. 

“Purchaser Designated Representatives” shall have the meaning assigned thereto in Section 6.7. 

“Purchaser Parties” shall have the meaning assigned thereto in Section 4.2(b). 

“Real Property” shall have the meaning assigned thereto in Section 2.2. 

“Record Date” shall have the meaning assigned thereto in Section 3.1(b). 

“Release of Declaration” shall have the meaning assigned thereto in Section 4.7. 

“Rents” shall have the meaning assigned thereto in Section 2.1(d). 

“Repairs Credit” shall have the meaning assigned thereto in Section 2.3. 

“Security Deposits” shall have the meaning assigned thereto in Section 2.1(d). 

“SEC” shall have the meaning assigned thereto in Section 4.10. 

“Seller” shall have the meaning assigned thereto in the Preamble to this Agreement. 

“SNDA” and “SNDAs” shall have the meaning assigned thereto in Section 4.6. 

“SNDA Delivery Condition” shall have the meaning assigned thereto in Section 4.6. 

  
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 “Special Warranty Deed” shall have the meaning assigned thereto in
Section 5.2(a). 
 “Specially Designated Nationals and Blocked Persons” shall have the meaning
assigned thereto in Section 6.1(m). 
 “Subsequent Exceptions” shall have the meaning assigned
thereto in Section 3.1(b). 
 “Survey Date” shall have the meaning assigned thereto in
Section 3.1(b). 
 “Tenant Estoppel” and “Tenant Estoppels” shall have the
meaning assigned thereto in Section 4.4. 
 “Tenant Notice” shall have the meaning assigned
thereto in Section 5.2(f). 
 “Tenant” and “Tenants” shall mean either T-Mobile
or EFA or both, as indicated by the context. 
 “Title Commitment” shall have the meaning assigned
thereto in Section 3.1(b). 
 “Title Company” shall have the meaning assigned thereto in
Section 3.1(b). 
 “T-Mobile” shall mean T-Mobile West Corporation, a Delaware corporation.

 “T-Mobile Building I Guaranty” shall mean that certain Unconditional Guaranty of Lease dated
November 2, 2005, by T-Mobile Guarantor in favor of Seller (successor in interest to GE Commercial Finance Business Property Corporation, successor in interest to Duke Construction Limited Partnership, successor in interest to Duke Realty
Limited Partnership). 
 “T-Mobile Building II Guaranty” shall mean that certain Unconditional Guaranty of
Lease dated November 2, 2005, by T-Mobile Guarantor in favor of Seller (successor in interest to GE Commercial Finance Business Property Corporation, successor in interest to Duke Construction Limited Partnership, successor in interest to Duke
Realty Limited Partnership). 
 “T-Mobile Building I Lease” shall mean that certain Office Lease dated
November 2, 2005, between Seller (successor in interest to GE Commercial Finance Business Property Corporation, successor in interest to Duke Construction Limited Partnership, successor in interest to Duke Realty Limited Partnership) and
T-Mobile (successor in interest to T-Mobile Texas, L.P., successor in interest to Voicestream GSM 1 Operating Company, LLC), as evidenced by Memorandum of Lease dated November 4, 2005, as amended by First Lease Amendment dated January 26,
2006, as further amended by Second Lease Amendment dated August 16, 2006, as further amended by Third Lease Amendment dated October 17, 2006, as further amended by Fourth Lease Amendment dated December 21, 2006, as further amended by
Fifth Lease Amendment dated August 10, 2007. 
 “T-Mobile Building II Lease” shall mean that certain
Office Lease dated November 2, 2005, between Seller (successor in interest to GE Commercial Finance Business 

  
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Property Corporation, successor in interest to Duke Construction Limited Partnership, successor in interest to Duke Realty Limited Partnership) and T-Mobile (successor in interest to T-Mobile
Texas, L.P., successor in interest to Voicestream GSM 1 Operating Company, LLC), as evidenced by Memorandum of Lease dated November 4, 2005, as amended by First Lease Amendment dated August 11, 2006, as further amended by Second Lease
Amendment dated November 2, 2006, as supplemented by Side Letter dated January 7, 2008, from Grubb & Ellis Management Services, Inc., as Seller’s property manager, acknowledged by T-Mobile on January 14, 2008.

 “T-Mobile Confidentiality Agreement” shall mean that certain Non-Disclosure and Confidentiality Agreement
dated January 26, 2011, made by Seller for the benefit of T-Mobile. 
 “T-Mobile Guarantor” shall mean
T-Mobile PCS Holdings, LLC, a Delaware limited liability company. 
 “U.S. Person” shall have the meaning
assigned thereto in Section 6.1(m). 
 “Updated Commitment” shall have the meaning assigned
thereto in Section 3.1(b). 
 “Updated Survey” shall have the meaning assigned thereto in
Section 3.1(b). 
 “Warburg Declaration” shall have the meaning assigned thereto in
Section 4.7. 
 “Withholding Escrow Agent” shall have the meaning assigned thereto in
Section 6.4(b). 
 “Withholding Escrow Agreement” shall have the meaning assigned thereto in
Section 6.4(b). 
 ARTICLE II  
 PURCHASE AND SALE 
 Section 2.1.    Agreement
of Purchase and Sale.    Subject to the terms and conditions hereinafter set forth, Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase from Seller, the following: 

(a)      those certain parcels of land located at 7668 and 7624 Warren Parkway, Frisco, Collin County,
Texas, as more particularly described respectively on Exhibit A-1 (commonly known as Duke Bridges I) and Exhibit A-2 (commonly known as Duke Bridges II), together with all rights, privileges, easements and appurtenances pertaining to
such property, including but not limited to all water rights and mineral rights owned by Seller and all development rights, air rights, reversions or other appurtenances to such property, and any and all right, title and interest of Seller in and to
adjacent streets, alleys, easements or rights-of-way (the property described in this clause (a) of this Section 2.1 being herein referred to collectively as the “Land”); 

  
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 (b)      all buildings, structures, fixtures, support
systems, surface parking lots, parking streets and garages, amenities and other improvements affixed to or located on the Land, and all apparatus, elevators, built-in appliances, equipment, pumps, machinery, plumbing, heating, air conditioning, and
electrical and other fixtures and “base building” equipment integrated into the Improvements located on the Land, but excluding only those fixtures, equipment and machinery owned by the Tenants (the property described in this clause
(b) of this Section 2.1 being herein referred to collectively as the “Improvements”); 

(c)      all of Seller’s right, title and interest, if any, in and to all personal property located
upon the Land or within the Improvements, any and all appliances, furniture, furnishings, office equipment, fittings, shades, screens and screening, art, sculpture, awnings, plants, planters, shrubbery, landscaping, lawn care and building
maintenance equipment, vending machines, canopies, carpeting, draperies and curtains, tools and supplies, inventories, equipment and other furnishings or items of personal property owned by Seller (excluding any software licensed to Seller), located
on and used exclusively in connection with the operation of the Land and the Improvements, including, without limitation, those items set forth and described on Exhibit U (the property described in this clause (c) of this
Section 2.1 being herein referred to collectively as the “Personal Property”); 

(d)      all of Seller’s right, title and interest in and to the T-Mobile Building I Lease, the
T-Mobile Building II Lease, the EFA Lease, the T-Mobile Building I Guaranty, the T-Mobile Building II Guaranty and the EFA Guaranty (the property described in this clause (d) of this Section 2.1 being herein referred to collectively
as the “Leases”), together with all sums due and payable thereunder, including, without limitation, base rent, operating expense and tax recoverables and percentage rent (collectively, the “Rents”) and any and all
security deposits relating to the Leases (collectively, the “Security Deposits”); and 

(e)      all of Seller’s right, title and interest, if any, in and to (i) all plans and
specifications with respect to the Improvements; (ii) all assignable warranties, trademarks, rights of copyright, guaranties (express or implied) and other rights issued to or held by Seller in connection with the Improvements or the Personal
Property, (iii) all assignable permits, licenses, approvals and authorizations issued by any governmental authority in connection with the Property, (iv) all intangibles associated with the Land, the Personal Property and the Improvements,
including but not limited to the non-exclusive rights, if any, to the identifying name of the Improvements, and the logo therefor, if any, and (v) all assignable contracts and agreements (collectively, the “Operating
Agreements”) listed and described on Exhibit B relating to the upkeep, repair, maintenance or operation of the Land, Improvements or Personal Property which extend beyond the Closing Date, and which Purchaser agrees to assume (or is
deemed to have agreed to assume) (the property described in this clause (e) of this Section 2.1 being herein referred to collectively as the “Intangibles”). 

Section 2.2.    Property Defined.  The Land and the Improvements are hereinafter sometimes
referred to collectively as the “Real Property.” The Land, the Improvements, the Personal Property, the Leases, the Rents, the Security Deposits and the Intangibles are 

  
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hereinafter sometimes referred to collectively as the “Property.” Any particular portion of the Property comprising a separate office project may be referred to herein by its
commonly known name “Duke Bridges I Project” and “Duke Bridges II Project” or individually as a “Project.” 
 Section 2.3.    Purchase Price.    Seller agrees to sell and Purchaser agrees to purchase the Property for the amount of FORTY-NINE MILLION AND
NO/100THS DOLLARS ($49,000,000.00) (the “Purchase Price”). Seller has allocated the Purchase Price between Duke Bridges I Project and Duke Bridges II Project as follows: TWENTY-SEVEN MILLION THREE HUNDRED THOUSAND AND NO/100THS
DOLLARS ($27,300,000.00) to the Duke Bridges I Project and TWENTY-ONE MILLION SEVEN HUNDRED THOUSAND AND NO/100THS DOLLARS ($21,700,000.00) to the Duke Bridges II Project. Purchaser will receive a credit (the “Repairs Credit”) in
the amount of NINETY SEVEN THOUSAND EIGHT HUNDRED AND NO/100THS DOLLARS ($97,800.00), which shall be applied to the Purchase Price at Closing, to compensate Purchaser for certain immediate repairs to the Property that have been identified by the
parties prior to the Effective Date. Seller has allocated the Repairs Credit between Duke Bridges I Project and Duke Bridges II Project as follows: TWENTY-FIVE THOUSAND THREE HUNDRED AND NO/100THS DOLLARS ($25,300.00) to the Duke Bridges I Project
and SEVENTY-TWO THOUSAND FIVE HUNDRED AND NO/100THS DOLLARS ($72,500.00) to the Duke Bridges II Project. 

Section 2.4.    Payment of the Purchase Price.  The Purchase Price as increased or decreased
by prorations and adjustments as herein provided, shall be payable in full at Closing in cash by wire transfer of immediately available funds to a bank account designated by Seller in writing to Purchaser prior to the Closing with funds to be
received in such account no later than 2:00 p.m. Eastern daylight savings time.. 

Section 2.5.    Deposit of Earnest Money.  On or before the second (2nd) business day after the Effective Date hereof, Purchaser shall
deposit with Fidelity National Title Insurance Company (the “Escrow Agent”), having its office at 200 Galleria Parkway, Suite 2060, Atlanta, Georgia 30339, Attention: Judy Stillings, the sum of TWO MILLION AND NO/100THS DOLLARS
($2,000,000.00) (the “Deposit”), in immediately available funds, by federal wire transfer. Purchaser and Seller shall each be responsible for the payment of one-half of all costs and fees imposed on the Deposit account. If the
Closing under this Agreement occurs, the Deposit shall be paid by Escrow Agent to Seller at Closing and shall be applied as a credit to the Purchase Price or shall otherwise be paid to Seller or refunded to Purchaser in accordance with the terms of
this Agreement. If Purchaser fails to timely deposit the Deposit with Escrow Agent, this Agreement shall terminate and be of no force and effect. 
 Section 2.6.    Escrow Agent. 

(a)      Seller and Purchaser hereby appoint Escrow Agent as escrow agent to hold, administer and disburse
the Deposit. Escrow Agent accepts such appointment and agrees to hold, invest and disburse the Deposit in accordance with the terms of this Agreement. Upon receipt of the Deposit, Escrow Agent shall give written notice of such receipt to Purchaser
and Seller. In the event that Escrow Agent does not receive the Deposit on or before the date two (2) business days after the Effective Date, Escrow Agent shall so notify Purchaser and Seller in writing. 

  
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 (b)      The Escrow Agent shall hold the Deposit in an
interest-bearing, money market account with Wells Fargo Bank, N.A., in accordance with the terms and conditions of this Agreement. All interest or other income on such sum shall be the sole and exclusive income and property of Purchaser and shall be
disbursed to Purchaser at any time or from time to time as Purchaser shall direct Escrow Agent. Such interest or other income shall not be deemed a part of the Deposit. Purchaser’s Federal Identification Number is 27-1317476. 

(c)      At such time as Escrow Agent receives written notice from either Purchaser or Seller, or both,
setting forth the identity of the party to whom such Deposit (or portions thereof) is to be disbursed and further setting forth the specific section or paragraph of this Agreement pursuant to which the disbursement of such Deposit (or portions
thereof) is being requested, Escrow Agent shall disburse such Deposit pursuant to such notice; provided, however, that if such notice is given by either Purchaser or Seller but not both, Escrow Agent shall (i) promptly notify the other party
(either Purchaser or Seller as the case may be) that Escrow Agent has received a request for disbursement, and (ii) withhold disbursement of such Deposit for a period of ten (10) days after Escrow Agent notifies such other party of the
disbursement request and if Escrow Agent receives written notice from either Purchaser or Seller within said ten (10) day period which notice countermands the earlier notice of disbursement, then Escrow Agent shall withhold such disbursement
until both Purchaser and Seller can agree upon a disbursement of such Deposit. Purchaser and Seller hereby agree to send to the other, pursuant to Section 11.4 below, a duplicate copy of any written notice sent to Escrow Agent and
requesting any such disbursement or countermanding a request for disbursement. 
 (d)      Seller
and Purchaser agree that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with this Agreement. Escrow Agent shall incur no
liability in connection with the safekeeping or disposition of the Deposit for any reason other than Escrow Agent’s willful misconduct or default, breach of trust, or gross negligence. In the event that Escrow Agent shall be in doubt as to its
duties or obligations with regard to the Deposit, or in the event that Escrow Agent receives conflicting instructions from Purchaser and Seller with respect to the Deposit, Escrow Agent shall not be required to disburse the Deposit and may, at its
option, continue to hold the Deposit, until both Purchaser and Seller agree as to its disposition, or until a final judgment is entered by a court of competent jurisdiction directing its disposition, or Escrow Agent may interplead the Deposit in
accordance with the laws of the state in which the Property is located. 
 (e)      Escrow Agent
shall not be responsible for any interest on the Deposit except as is actually earned, or for the loss of any interest resulting from the withdrawal of the Deposit prior to the date interest is posted thereon. 

(f)      Purchaser and Seller hereby agree to indemnify and hold Escrow Agent harmless against any and all
losses, claims, damages, liabilities, and expenses, including, without limitation, reasonable costs of investigation and legal counsel fees, which may be imposed upon Escrow Agent or incurred by Escrow Agent in connection with the performance of its
duties hereunder, including, without limitation, any litigation arising from this Agreement or involving the subject matter hereof; provided, however, that Escrow Agent is not indemnified for any such losses, claims, damages, liability and/or
expenses that rise in part or in whole out of Escrow Agent’s willful misconduct or default, breach of trust or gross negligence. 

  
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 (g)      Escrow Agent shall execute this Agreement solely for
the purpose of being bound by the provisions of Section 2.5, Section 2.6, Section 6.4(b), Section 7.1 and Section 7.2 hereof. 

Section 2.7.    Independent Contract Consideration.    In addition to, and not in
lieu of the delivery to Escrow Agent of the Deposit, Purchaser shall deliver to Seller, concurrently with Purchaser’s execution and delivery of this Agreement to Seller, Purchaser’s check, payable to the order of Seller, in the amount of
ONE HUNDRED AND NO/100 DOLLARS ($100.00). Seller and Purchaser hereby mutually acknowledge and agree that said sum represents adequate bargained for consideration for Seller’s execution and delivery of this Agreement and Purchaser’s right
to inspect the Property pursuant to this Agreement. Said sum is in addition to and independent of any other consideration or payment provided for in this Agreement and is non-refundable in all events, and shall not be credited to the Purchase Price
at Closing. 
 ARTICLE III  
 TITLE AND SURVEY 

Section 3.1.    Title and Survey Review. 

(a)      The Property shall be transferred by Seller to Purchaser subject to all of the following matters,
which are hereinafter referred to collectively as the “Permitted Exceptions”: 

(i)       those matters described in Exhibit C attached hereto;

 (ii)      the rights of Tenants under the Leases; 

(iii)     the lien of all ad valorem real estate taxes and assessments for the year of Closing
not yet due and payable as of the Closing Date, subject to adjustment as herein provided; 

(iv)     local, state and federal laws, ordinances or governmental regulations, including but
not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property; and 
 (v)      items shown on the New Survey. 

(b)     Fidelity National Title Insurance Company (the “Title Company”) has delivered to
Purchaser, at Seller’s expense, its commitment (hereinafter referred to as the “Title Commitment”) to issue to Purchaser upon the recording of the Special Warranty Deed conveying title to the Land and Improvements from
Seller to Purchaser, the payment of the Purchase Price, and the payment to the Title Company of the policy premium therefor, a TLTA (Form T-1) owner’s policy of title insurance, in the amount of the Purchase Price, insuring good and
marketable fee simple record title to the Property to be in Purchaser without exception 

  
 10 









 
(including any standard exception) except for the Permitted Exceptions. The most recent effective date of the Title Commitment is February 21, 2011 (the “Record Date”) and
was issued on March 23, 2011. Seller has delivered, at Seller’s expense, the most recent surveys of the Real Property prepared by Pacheco-Koch Consulting Engineers, bearing the certification and seal of Michael C. Clover, Registered
Professional Land Surveyor No. 5225 (collectively, the “Existing Survey”). Purchaser has obtained, at Purchaser’s expense, surveys of the Real Property prepared by Benchmark Group of Texas, Inc., bearing the certification
and seal of Bernard Henderson, Registered Professional Land Surveyor No. 5116 (the “New Survey”). The New Survey was most recently updated on March 28, 2011 (the “Survey Date”). Subject to this
Section 3.1(b), Purchaser hereby accepts the Title Commitment, the Existing Survey and the New Survey and all title exceptions set forth in Schedule B of the Title Commitment and survey matters set forth in the Existing Survey and the
New Survey and waives any and all objections to title and survey matters with respect to the Real Property existing as of the Record Date, with regard to the Title Commitment, and the Survey Date, with regard to the Existing Survey and the New
Survey. From the Effective Date until the Closing Date, Purchaser may request an update to the effective date of such Title Commitment (the “Updated Commitment”) or may update the date of the New Survey (the “Updated
Survey”) and, within three (3) days of delivery of any such update, shall give notice to Seller of all defects or objections first appearing subsequent to the Record Date, with respect to the Title Commitment, or the Survey Date, with
respect to the New Survey (the “Subsequent Exceptions”). Such matters as are disclosed by the Updated Commitment and/or the Updated Survey and not timely objected to by Purchaser shall be deemed to be additional “Permitted
Exceptions;” provided, however, that encumbrances created by Seller after the Record Date in violation of this Agreement, taxes due and payable prior to Closing (except those, if any, to be prorated as provided in this Agreement),
and any mortgages, deeds of trust and mechanic’s or materialmen’s liens entered into or created by Seller subsequent to the Record Date shall in no event be deemed to be Permitted Exceptions. Purchaser shall promptly provide to Seller
copies of any Updated Commitment or Updated Survey obtained by, or on behalf of, Purchaser. 
 Seller shall have three
(3) business days after receipt of such notice of a Subsequent Exception from Purchaser to advise Purchaser in writing which of such title defects or objections Seller intends to satisfy or cure; provided, however, that Seller
hereby agrees that Seller shall satisfy or cure prior to Closing any Subsequent Exceptions consisting of encumbrances created by Seller in violation of this Agreement, any taxes due and payable prior to Closing (except those, if any, to be prorated
as provided in this Agreement), and any mortgages, deeds of trust and mechanic’s or materialmen’s liens entered into or created by Seller subsequent to the Record Date. In the event Seller fails to give such written advice to Purchaser
within such three (3) business day period, Seller shall be deemed to have elected not to satisfy or cure any such defects or objections set forth in Purchaser’s notice. If Seller shall advise Purchaser in writing that Seller does not
intend to satisfy or cure any specific Subsequent Exceptions (which Seller is not otherwise obligated to satisfy or cure under this Section 3.1(b)), or if Seller is deemed to have elected not to cure any such Subsequent Exception,
Purchaser may elect either (a) to terminate this Agreement by written notice to Seller within three (3) business days after receipt of notice from Seller (or the end of the 3-day period described above if Seller fails to respond), in which
event the Deposit shall be immediately refunded to Purchaser and this Agreement shall be of no further force or effect and Purchaser and Seller shall have no further rights, obligations or liabilities hereunder, except for the obligations hereunder
which expressly survive termination, 

  
 11 









 
or (b) to accept title subject to such specific Subsequent Exceptions, in which case such specific Subsequent Exceptions shall become additional “Permitted Exceptions.” Seller
shall have until Closing to satisfy or cure all Subsequent Exceptions which Seller agreed to satisfy or cure as provided above. In the event Seller fails or refuses to cure any Subsequent Exceptions which are required herein to be satisfied or cured
by Seller prior to the Closing, then, at the option of Purchaser, (i) Purchaser may terminate this Agreement by written notice to Seller within five (5) days after the scheduled Closing Date, in which event the Deposit shall be immediately
refunded to Purchaser, and this Agreement shall be of no further force and effect and Purchaser and Seller shall have no further rights, obligations or liabilities hereunder, except for the obligations which expressly survive termination,
(ii) if any such Subsequent Exception is one that Seller agreed to satisfy or cure as provided above, Seller shall be in default hereunder and Purchaser shall be entitled to the remedies for default set forth herein, or Purchaser may cure such
Subsequent Exception, in which event the Purchase Price payable pursuant to Section 2.3 hereof shall be reduced by an amount equal to the actual reasonable cost and expense incurred by Purchaser in connection with the curing of such
Subsequent Exception and upon such curing, the Closing hereof shall proceed in accordance with the terms of this Agreement, (iii) Purchaser may accept title to the Property subject to such Subsequent Exception, or (iv) any combination of
items (ii) and (iii). In the event Purchaser elects to cure any such Subsequent Exceptions pursuant to item (ii) hereof, Purchaser at its option, upon giving notice to Seller, may extend the date of Closing until the date which is ten
(10) days after the curing of such Subsequent Exceptions or thirty (30) days from and after the last date set forth in Section 5.1 hereof for Closing, whichever shall first occur. If any Subsequent Exception shall not have been
cured within such period, Purchaser may exercise its option under either item (i) or (iii) hereof. 

Section 3.2.      Conveyance of Title.  At Closing, Seller shall convey and transfer
to Purchaser fee simple record title (such that the Title Company will insure such title) to the Land and Improvements, by execution and delivery of the Special Warranty Deed, free and clear of all liens, easements, restrictions, and
encumbrances whatsoever, excepting only the Permitted Exceptions and such other matters as may become additional “Permitted Exceptions” as provided in Section 3.1(b) above. 

ARTICLE IV  
 REVIEW OF PROPERTY 

Section 4.1.      Deliveries; Property Information. 

(a)      Purchaser acknowledges that, prior to the Effective Date hereof, Seller has made available to
Purchaser (via electronic data room, at the Property or otherwise) all of the information with respect to the Property listed in Exhibit D attached hereto and made a part hereof (the “Deliveries”) and that Purchaser has
had an opportunity to review said Deliveries and waives all objections it might have to all such Deliveries. 

(b)      At all reasonable times prior to the Closing, to the extent in Seller’s possession and
subject to the terms and conditions of the T-Mobile Confidentiality Agreement, Seller shall make available upon Purchaser’s specific request, to Purchaser, or Purchaser’s agents 

  
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and representatives, for review and copying at Purchaser’s expense, books, records, and files relating to the ownership and operation of the Property, including, without limitation, title
matters, tenant files, as built plans and specifications, engineering reports, reports of insurance carriers insuring the Property, and other contracts, books, records, operating statements, and other information relating to the Property requested
by Purchaser, but excluding Seller’s existing management agreement, company records, internal memoranda, financial projections, budgets, appraisals, accounting and income tax records and similar proprietary, confidential or privileged
information. 
 Section 4.2.    Right of Inspection. 

(a)      As used in this Agreement, the term “Inspections” means entry on the Property to
conduct due diligence, inspections and tests, including architectural, engineering, geotechnical and environmental inspections and tests, subject to the limitations set forth in this Section 4.2. 

(b)      From and after the Effective Date and until the earlier to occur of termination of this Agreement
or Closing, Purchaser and its agents, representatives, contractors and consultants (collectively the “Purchaser Parties”) shall, upon not less than 24 hours prior notice to Seller (which notice may be telephonic), have the right to
enter upon the Property for further onsite inspections during regular business hours (or other hours as shall be approved by Seller in its reasonable discretion) for the purpose of conducting such Inspections as Purchaser may reasonably require. In
exercising such rights, Purchaser and the Purchaser Parties shall use commercially reasonable efforts not to interfere unreasonably with the use of the Property by Seller or the Tenants. Seller shall have the opportunity to have one of its
representatives accompany Purchaser Parties on each such entry. Any and all Inspections shall be done at Purchaser’s sole cost and expense. As part of the Inspections, the Purchaser Parties may meet with or contact building officials,
governmental officials, zoning administrators and other representatives of governmental authorities, parties to service contracts and other agreements, property management personnel and conduct one or more walk throughs of the Property; provided
that Seller shall be given a reasonable opportunity to participate in any of the foregoing. No Inspections shall be physically invasive (unless Purchaser obtains Seller’s prior written consent, which Seller agrees not to unreasonably condition,
delay or withhold), and in any event, the Inspections shall be conducted substantially in accordance with standards customarily employed in the industry and in compliance with all governmental laws, rules and regulations. Following each such entry
by any of the Purchaser Parties with respect to the Inspections, Purchaser shall promptly restore, or cause to be restored, the Property to substantially the same condition as existed prior to any such Inspections (excluding any damage arising out
of the discovery of existing environmental or physical conditions). Purchaser shall not contact the Tenants about the Property without obtaining Seller’s prior written consent (not to be unreasonably withheld), and shall not disrupt any
Tenant’s activities on the Property; provided if Seller so consents to any such contact with the Tenants, Seller shall have the right to participate in such contact and attend any meetings with the Tenants. Seller shall reasonably cooperate in
good faith with Purchaser in its Inspections, but shall not be obligated to incur any liability or expense in connection therewith other than di minimis expenses. 

  
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 (c)      Purchaser agrees to protect, indemnify, defend and
hold Seller harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees actually incurred), damages or injuries arising out of or resulting from the Inspections whether occurring prior to
or after the Effective Date, and notwithstanding anything to the contrary in this Agreement, such obligation to indemnify and hold harmless Seller shall survive Closing or any termination of this Agreement; provided, however, that such indemnity
shall not extend to claims or liabilities arising out of the discovery of any existing environmental or physical conditions. In order further to protect Seller from any such losses, costs, expenses, damages or injuries, Purchaser agrees that it will
deliver to Seller and will cause each of the Purchaser Parties to deliver to Seller, prior to their respective entry, a certificate of liability insurance, showing Seller as additional insured and complying with the coverage and policy provisions
specified on the insurance schedule attached hereto as Exhibit T. 
 (d)      All
third-party reports, evaluations, tests, studies and surveys (including without limitation environmental surveys) received or procured by Purchaser from any of its agents or consultants in connection with hazardous materials or substances, wetlands,
flood plain or other environmental conditions at the Property or which relate to the physical condition of the Property shall be submitted to Seller, at no cost to Seller or Purchaser, within ten (10) days after any termination of this
Agreement, provided that (i) Seller is not in default of its representations, warranties and other obligations hereunder and (ii) delivery of such documents, reports, evaluations, tests, studies, surveys and information shall be without
warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to the ownership, adequacy or completeness thereof or otherwise, which disclaimer shall survive the termination of this
Agreement. 
 (e)      Upon termination of this Agreement other than by reason of default of
Seller, if requested by Seller, Purchaser shall promptly execute and deliver to Seller an instrument in recordable form that disclaims any and all continuing right, title and interest in and to the Property and deliver to Seller the reports referred
to in Section 4.2(d). 
 (f)      Purchaser acknowledges that prior to the Effective
Date and pursuant to the terms and conditions of that certain Access Agreement dated February 24, 2011 between Seller and Purchaser (the “Access Agreement”), Purchaser has been given the opportunity to make a physical
inspection of the Property, including an inspection of the environmental condition thereof, and to examine the Deliveries and other documents and files concerning the leasing, maintenance, operation and financial performance of the Property,
including without limitation, copies of Seller’s environmental reports with respect to the Property, but excluding Seller’s partnership and company records, Seller’s existing management agreement, internal memoranda, financial
projections, appraisals, budgets, appraisals, accounting and income tax records and similar proprietary, confidential or privileged information (collectively, the “Confidential Documents”) and to conduct such non-invasive physical
engineering and other studies and tests on or of the Property as Purchaser deemed appropriate in its sole discretion. 

Section 4.3.      Environmental
Reports.        PURCHASER HEREBY ACKNOWLEDGES THAT SELLER HAS DELIVERED TO PURCHASER, AS PART OF THE DELIVERIES COPIES OF THE ENVIRONMENTAL REPORTS LISTED ON EXHIBIT E ATTACHED HERETO. ANY
ENVIRONMENTAL REPORTS DELIVERED OR 

  
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TO BE DELIVERED BY SELLER OR ITS AGENTS OR CONSULTANTS TO PURCHASER ARE BEING MADE AVAILABLE SOLELY AS AN ACCOMMODATION TO PURCHASER AND MAY NOT BE RELIED UPON BY PURCHASER IN CONNECTION WITH THE
PURCHASE OF THE PROPERTY, EXCEPT FOR ANY REPORT THAT IS EXPRESSLY CERTIFIED TO PURCHASER BY THE CONSULTANT THROUGH AN EXECUTED RELIANCE LETTER. PURCHASER AGREES THAT SELLER SHALL HAVE NO LIABILITY OR OBLIGATION WHATSOEVER FOR ANY INACCURACY IN OR
OMISSION FROM ANY ENVIRONMENTAL REPORT. PURCHASER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, ITS OWN INVESTIGATION OF THE ENVIRONMENTAL CONDITION OF THE PROPERTY TO THE EXTENT PURCHASER DEEMS SUCH AN INVESTIGATION TO BE NECESSARY OR
APPROPRIATE. 
 Section 4.4.    Tenant Estoppels.  Seller shall request that Tenants
(at no cost to Seller other than amounts for incidental expenses) deliver to Purchaser the following estoppel certificates (each a “Tenant Estoppel” and collectively, the “Tenant Estoppels”): (i) a fully
completed estoppel certificate by T-Mobile (and duly executed under proper authority) in substantially the form attached hereto as Exhibit F-1 with respect to the T-Mobile Building I Lease; (ii) a fully completed estoppel certificate by
T-Mobile (and duly executed under proper authority) in substantially the form attached hereto as Exhibit F-2 with respect to the T-Mobile Building II Lease; and (iii) a fully completed estoppel certificate by EFA (and duly executed under
proper authority) in substantially the form attached hereto as Exhibit F-3 with respect to the EFA Lease. Such Tenant Estoppels shall be dated as of the date not more than twenty-one (21) days prior to Closing. Seller shall deliver to
Purchaser copies of all executed Tenant Estoppels received. Seller will make diligent efforts to obtain the Tenant Estoppels, and Seller acknowledges and agrees that the delivery of all Tenant Estoppels in substantially the form attached hereto
shall be a condition to Purchaser’s obligation to close the transaction contemplated hereunder. Notwithstanding the foregoing sentence, the parties agree that the bracketed provisions in the attached Tenant Estoppels labeled “THIS
BRACKETED LANGUAGE IS NOT A CONDITION OF CLOSING” will be included in the Tenant Estoppels delivered to the Tenants (and Seller agrees that it will remove such brackets and labeling from the forms before presenting them to the Tenants), but the
parties agree that those provisions are not required for the Tenant Estoppels to satisfy the condition in the foregoing sentence and that such provisions may be modified or deleted in their entirety by the Tenants and such modification or deletion
shall not result in the failure of the affected Tenant Estoppel to satisfy such condition. 

Section 4.5.    Lease Guarantor Estoppels.  Seller shall request that T-Mobile Guarantor and
EFA Guarantor (at no cost to Seller other than amounts for incidental expenses) deliver to Purchaser the following estoppel certificates (each a “Guarantor Estoppel” and collectively, the “Guarantor Estoppels”):
(i) a fully completed estoppel certificate by T-Mobile Guarantor (and duly executed under proper authority) in substantially the form of the Joinder of Guarantor which is part of the estoppel certificate attached hereto as Exhibit F-1
with respect to the T-Mobile Building I Lease; (ii) a fully completed estoppel certificate by T-Mobile Guarantor (and duly executed under proper authority) in substantially the form of the Joinder of Guarantor which is part of the estoppel
certificate attached hereto as Exhibit F-2 with respect to the T-Mobile Building II Lease; and (iii) a fully completed estoppel certificate by EFA Guarantor (and duly executed under proper authority) in substantially the form of the
Joinder of Guarantor which 

  
 15 









 
is part of the estoppel certificate attached hereto as Exhibit F-3 with respect to the EFA Lease. Such Guarantor Estoppels shall be dated as of the date not more than twenty-one
(21) days prior to Closing. Seller shall deliver to Purchaser copies of all executed Guarantor Estoppels received. Seller will use commercially reasonable, diligent, good faith efforts (at no cost to Seller other than amounts for incidental
expenses) to obtain the Guarantor Estoppels, but Purchaser acknowledges and agrees that the delivery of the Guarantor Estoppels shall not be a condition to Purchaser’s obligation to close the transaction contemplated hereunder. 

Section 4.6.    SNDAs. Seller shall request that Tenants (at no cost to Seller other than amounts for
incidental expenses) deliver to Purchaser the following Subordination, Non-Disturbance and Attornment Agreements (each an “SNDA” and collectively, the “SNDAs”): (i) a fully completed Subordination,
Non-Disturbance and Attornment Agreement by T-Mobile (and duly executed under proper authority) in the form attached hereto as Exhibit X-1 with respect to the T-Mobile Building I Lease; (ii) a fully completed Subordination,
Non-Disturbance and Attornment Agreement by T-Mobile (and duly executed under proper authority) in the form attached hereto as Exhibit X-2 with respect to the T-Mobile Building II Lease; and (iii) a fully completed Subordination,
Non-Disturbance and Attornment Agreement by EFA (and duly executed under proper authority) in the form attached hereto as Exhibit X-3 with respect to the EFA Lease. Such SNDAs shall be dated as of the date of Closing. Seller shall deliver to
Purchaser copies of all executed SNDAs received. Seller will make diligent efforts to obtain the SNDAs, and Seller acknowledges and agrees that the delivery of all of the SNDAs in the form attached hereto shall be a condition to Purchaser’s
obligation to close the transaction contemplated hereunder (the “SNDA Delivery Condition”), provided the Closing occurs on or before April 27, 2011. If the SNDA Delivery Condition is not satisfied for any reason by the earlier
of the Closing Date as established by Section 5.1 or April 27, 2011, Purchaser may, in its sole discretion: (i) terminate this Agreement by delivering written notice to Seller on or before April 27, 2011, in which event the
Deposit shall be returned to Purchaser; or (ii) elect to close, notwithstanding the non-satisfaction of such condition, and therefore waive satisfaction of such condition. Notwithstanding the foregoing, the parties agree that the bracketed
provisions in the attached SNDA labeled “THIS BRACKETED LANGUAGE IS NOT A CONDITION OF CLOSING” will be included in the SNDAs delivered to the Tenants (and Seller agrees that it will remove such brackets and labeling from the forms before
presenting them to the Tenants), but the parties agree that those provisions are not required for the SNDAs to satisfy the SNDA Delivery Condition and that such provisions may be modified or deleted in their entirety by the Tenants and such
modification or deletion shall not result in the failure of the affected SNDA to satisfy the SNDA Delivery Condition. 

Section 4.7.    Consent Under and Termination of Warburg Declaration.    Seller and
Purchaser acknowledge that the Property is subject to those certain Declarations between Seller and M.M. Warburg & Co KGaA recorded under Clerk’s File Nos. 20071217001669040 and 20071217001669050, Deed Records of Collin County, Texas
(collectively, the “Warburg Declaration”). Seller shall obtain and deliver to Purchaser prior to Closing a fully completed Release of Declaration for each Declaration (and duly executed under property authority) (collectively, the
“Release of Declaration”) in the forms attached hereto as Exhibit G. Seller acknowledges and agrees that such delivery of the Release of Declaration in the form attached shall be a condition to Purchaser’s
obligations to close. 

  
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 Section 4.8.        Frisco Bridges Estoppel
Certificate.      Seller and Purchaser acknowledge that the Property is subject to that certain Declaration of Protective Covenants-Frisco Bridges, recorded in Book 4070, Page 23, Public Records of Collin County,
Texas, as amended (the “Frisco Bridges Declaration”). Seller shall request (at no cost to Seller other than amounts for incidental expenses) to be delivered to Purchaser prior to Closing a fully completed Estoppel Certificate from
(and duly executed under proper authority by) the “Declarant”, “Association” or other party authorized to execute estoppel certificates under the Frisco Bridges Declaration (the “Frisco Bridges Estoppel
Certificate”) in substantially the form attached hereto as Exhibit V-1. In the event Seller does not receive the Frisco Bridges Estoppel Certificate, Seller shall make a written representation and warranty to Purchaser at
Closing in the certificate to be delivered pursuant to Section 5.2(g) of this Agreement with respect to the matters set forth on Exhibit V-2 attached hereto; provided, however, (i) Seller’s liability for such
representation and warranty shall be limited as set forth in Section 6.3 of this Agreement, and (ii) such representation and warranty will become null and void and of no further force and effect (except with respect to any claim
previously asserted to Seller in writing under such representation and warranty) if and to the extent, at any time after the delivery of such certificate, Seller receives and delivers to Purchaser the Frisco Bridges Estoppel Certificate in
substantially the form attached hereto or in another form disclosing no material changes from the matters set forth on Exhibit V-2. 
 Section 4.9.    Duke Bridges Estoppel Certificate.      Seller and Purchaser acknowledge that (i) the Property is subject to that certain
Declaration of Protective Covenants. Conditions, Restrictions, Reservations and Easements for Duke Bridges, recorded as Instrument No. 20060719001009330, Public Records of Collin County, Texas, as may have been amended (the “Duke
Bridges Declaration”) and (ii) the Property is benefited by that certain Declaration of Restrictions for Duke Bridges Office Park, recorded as Instrument No. 20061226001803060, Public Records of Collin County, Texas, as may have
been amended (the “Office Park Declaration”), and that certain Declaration of Restrictions for Duke Bridges III, recorded as Instrument No. 20061226001803070, Public Records of Collin County, Texas, as may have been amended
(the “DB III Declaration”). Seller shall request (at no cost to Seller other than amounts for incidental expenses) to be delivered to Purchaser prior to Closing (i) a fully completed Estoppel Certificate from (and duly executed
under proper authority by) the “Declarant”, “Association” or other party authorized to execute estoppel certificates under the Duke Bridges Declaration (the “Duke Bridges Estoppel Certificate”) in substantially
the form attached hereto as Exhibit W-1 and (ii) a fully completed Estoppel Certificate from (and duly executed under proper authority by) the owner(s) of the property encumbered by the Office Park Declaration and the DB III
Declaration (the “Additional Duke Bridges Estoppel Certificate”) in substantially the form attached hereto as Exhibit W-3. In the event Seller does not receive the Duke Bridges Estoppel Certificate, Seller shall make a
written representation and warranty to Purchaser at Closing in the certificate to be delivered pursuant to Section 5.2(g) of this Agreement with respect to the matters set forth on Exhibit W-2 attached hereto; provided, however,
(i) Seller’s liability for such representation and warranty shall be limited as set forth in Section 6.3 of this Agreement, and (ii) such representation and warranty will become null and void and of no further force and
effect (except with respect to any claim previously asserted to Seller in writing under such representation and warranty) if and to the extent, at any time after the delivery of such certificate, Seller receives and delivers to Purchaser the Duke
Bridges Estoppel Certificate in substantially the form attached hereto or in another form disclosing no material changes from the matters set forth on Exhibit W-2. 

  
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 Section 4.10.      Cooperation with Purchaser’s
Auditors.  Seller shall provide to Purchaser (at Purchaser’s expense and at no cost to Seller) copies of, or shall provide Purchaser access to, such factual information (excluding any Confidential Documents) as may be reasonably
requested by Purchaser, and in the possession or control of Seller, or its property manager or accountants, to enable Purchaser (or Wells Core Office Income Operating Partnership, L.P. or Wells Core Office Income REIT, Inc.) to file its Form 8-K,
if, as and when such filing may be required by the Securities and Exchange Commission (“SEC”). At Purchaser’s sole cost and expense, Seller shall allow Purchaser’s auditor (Frazier & Deeter or any successor
auditor selected by Purchaser) to conduct an audit of the income statements of the Property for the last complete fiscal year immediately preceding the year that includes the Closing Date (the “Relevant Period”), and shall cooperate
(at no cost to Seller) with Purchaser’s auditor in the conduct of such audit; provided, however, such audit shall only concern the Property and shall expressly exclude any income statements relating to fund-level activity of Seller or any other
investments of Seller. Purchaser shall provide to Seller copies of any GAAP financial statements for the Property covering any portion of Seller’s period of ownership that are generated by Purchaser (provided Purchaser will have no obligation
to generate such financial statements), such financial statements to be provided to Seller after submitting the same to the SEC or other governmental authority or any other third party. Without limiting the foregoing, (i) Purchaser or its
designated independent or other auditor may audit Seller’s operating statements of the Property (if any) for the Relevant Period, at Purchaser’s expense, and Seller shall provide such documentation as Purchaser or its auditor may
reasonably request in order to complete such audit, and (ii) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser to make any required filings with the SEC or other governmental
authority; provided, however, that the foregoing obligations of Seller shall be limited to providing such information or documentation as may be in the possession of, or reasonably obtainable by, Seller, its property manager or accountants, at no
out-of-pocket cost to Seller, and in the format that Seller (or its property manager or accountants) have maintained such information. At no out-of-pocket cost to Seller, and at the specific request of Purchaser, Seller shall cooperate reasonably
with Purchaser to arrange for interviews of the Tenants and governmental authorities in connection with the Property, and Seller shall have the right to have a representative present at any such meeting. Nothing contained in this
Section 4.10 shall expand any representations or warranties of Seller set forth in this Agreement, and Seller does not make, and expressly disclaims, any representations and warranties to Purchaser with respect to the information to be
provided as described in this Section 4.10, and no such information shall be relied upon by Purchaser. The provisions of this Section 4.10 shall expressly survive Closing until the date which is five (5) years after the
Closing Date. 
 Section 4.11.        Operating
Agreements.  Seller, without cost to Purchaser, shall deliver written notice of termination at Closing for all Operating Agreements except for the Hudson Agreement. Purchaser will assume the obligations arising from and after the
Closing Date under the Operating Agreements. The assumption by Purchaser of the obligations of Seller under such Operating Agreements shall include only such obligations that arise or accrue from and after the date of Closing. 

  
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 ARTICLE V  
 CLOSING 

Section 5.1.        Time and Place.  Provided that all of the conditions
set forth in this Agreement are theretofore fully satisfied or performed, it being fully understood and agreed, however, that Purchaser may waive (either expressly or implicitly pursuant to Section 3.1(b) with respect to matters that
could form the basis of a Subsequent Exception that are not timely objected to by Purchaser), at or prior to Closing, any conditions that are unsatisfied or unperformed at such time, the consummation of the transaction contemplated hereby (the
“Closing”) shall be held at the offices of Escrow Agent at 200 Galleria Parkway, Suite 2060, Atlanta, Georgia 30339, at 9:00 a.m., Eastern daylight savings time on the earlier of (i) May 17, 2011, (ii) the date that
is the twentieth (20th) day after the date of the
first executed Tenant Estoppel to be delivered by either Tenant or (iii) such earlier date as the parties shall mutually agree (the “Closing Date”). At the Closing, Seller and Purchaser shall perform their respective
obligations set forth in Section 5.2 and Section 5.3 hereof, the performance of which shall be concurrent conditions; provided that the Special Warranty Deed shall not be recorded until Seller receives confirmation that the
Escrow Agent has authority to transfer the full amount of the Purchase Price, adjusted by prorations, payment of closing costs and other adjustments set forth herein or on the Closing Statement, to Seller upon receipt of Seller’s instructions
to Escrow Agent and Purchaser that Seller is ready to break escrow and close the transactions contemplated by this Agreement and that Escrow Agent is irrevocably authorized to record the Special Warranty Deed and to release all closing documents
from escrow. Notwithstanding the foregoing, there shall be no requirement that Seller and Purchaser physically meet for the Closing, and the Closing shall be consummated through an escrow administered by Escrow Agent, and the Purchase Price and all
documents shall be deposited with the Escrow Agent as escrowee. 

Section 5.2.        Seller’s Obligations at Closing.  For and in
consideration of, and as a condition precedent to Purchaser’s delivery to Seller of the Purchase Price described in Section 2.3 hereof, prior to Closing, Seller shall obtain or execute, at Seller’s expense, and deliver in
escrow to Escrow Agent all of the following documents (all of which shall be duly executed, acknowledged, and notarized where required and shall survive the Closing): 
 (a)      a special warranty deed (the “Special Warranty Deed”), in the form attached hereto as Exhibit H and satisfying any requirements for
recording, conveying the Land and the Improvements thereon, subject only to the Permitted Exceptions. The warranty of title in the Special Warranty Deed will be only as to claims made by, through or under Seller and not otherwise. The
legal description set forth in the Special Warranty Deed shall be identical to the Land as described in Exhibits A-1 and A-2 attached hereto. In the event the New Survey shall differ from the legal description set forth on
Exhibit A-1 and Exhibit A-2 attached hereto, Seller shall execute and deliver to Purchaser a quitclaim deed containing a legal description based upon such New Survey. 

(b)      an assignment and assumption agreement (the “Assignment of Contracts”) by which
Seller shall assign to Purchaser, and Purchaser shall assume, all of Seller’s right, title and interest in and to the Operating Agreements which Purchaser agrees to assume (or is deemed to have agreed to assume) and in the form attached hereto
as Exhibit I; 

  
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 (c)      a bill of sale (the “Bill of Sale”)
conveying title to the Personal Property and in the form attached hereto as Exhibit J; 

(d)      an assignment and assumption agreement (the “Assignment of Leases”) by which
Seller shall assign to Purchaser, and Purchaser shall assume, all of Seller’s right, title and interest in and to the Leases, Rents and Security Deposits and in the form attached hereto as Exhibit K; 

(e)       a blanket transfer and assignment (the “Blanket Transfer”) by which Seller
shall assign to Purchaser all of Seller’s right, title and interest in the Intangibles other than the Operating Agreements and in the form attached hereto as Exhibit L; 

(f)        a notice (the “Tenant Notice”) in the form attached hereto as
Exhibit M that Purchaser shall send to each of the Tenants after the Closing, informing such Tenants of the sale of the Property and of the assignment to Purchaser of Seller’s interest in, and obligations under, the Leases, and
directing that all rent and other sums payable after the Closing under each such Lease be paid as set forth in the notice; 

(g)       a certificate of Seller, dated as of the Closing and executed on behalf of Seller by a duly
authorized officer thereof, certifying that the representations and warranties of Seller contained in Section 6.1 are true, complete and correct in all material respects as of the Closing Date or if they are no longer true, complete and
correct in all material respects indicating in what respects they have changed; 

(h)       such evidence as the Title Company reasonably may require as to the authority of the
person or persons executing documents on behalf of Seller; 
 (i)        the Tenant
Estoppels, the Guarantor Estoppels, the SNDAs, the Frisco Bridges Estoppel Certificate, the Duke Bridges Estoppel Certificate, and the Additional Duke Bridges Estoppel Certificate, to the extent obtained; 

(j)        the original executed counterpart(s), if any, of the Leases and the Operating
Agreements assumed by Purchaser that are located at the Property, together with the leasing and property files and records located at the Property that relate to the continued operation, leasing and maintenance of the Property; 

(k)       an owner’s affidavit in the form attached hereto as Exhibit N; 

(l)        a closing statement in the format attached hereto as Exhibit O,
reflecting the prorations, adjustments and costs described in this Agreement (the “Closing Statement”), which Seller shall prepare and provide to Purchaser for review not less than two (2) business days prior to Closing;


  
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 (m)      such surveys, site plans, plans and specifications,
and other matters relating to the Property as are described in the Blanket Transfer and are in the possession or control of Seller; 
 (n)       original copies of Certificates of Occupancy for all space within the Improvements, to the extent same are in the possession or control of Seller and not
required to be affixed to the Improvements; 
 (o)       any returns, questionnaires and
other documents as shall be required pursuant to Section 5.5(a) hereof; 

(p)       the FIRPTA Certificate and Withholding Escrow Agreement; 

(q)       the Release of Declaration and the Broker Lien Waiver; 

(r)        evidence of the termination by Seller with respect to the Property of Seller’s
existing management agreement with Seller’s property manager and the delivery at Closing of notice of termination by Seller of all Operating Agreements not assumed by Purchaser at Closing; and 

(s)        such additional documents as shall be reasonably required by the Title Company
or Purchaser to consummate the transaction contemplated by this Agreement and which are usual and customary in similar commercial real estate closings in the Frisco, Texas metropolitan area. 

Section 5.3.     Purchaser’s Obligations at Closing.    At Closing,
Purchaser shall: (i) pay to Seller the full amount of the Purchase Price (less the amount of the Deposit released by the Escrow Agent and to be applied towards the Purchase Price and less the amount of the Repairs Credit), as increased or
decreased by prorations and adjustments as herein provided, in immediately available wire transferred funds pursuant to Section 2.4 hereof and (ii) obtain or execute, at Purchaser’s expense, and deliver in escrow to Escrow
Agent all of the following documents (all of which shall be duly executed, acknowledged, and notarized where required and shall survive the Closing): 
 (a)        the Assignment of Leases and the Tenant Notices; 
 (b)        the Withholding Escrow Agreement; 
 (c)        the Assignment of Contracts; 

(d)        such evidence as the Title Company reasonably may require as to the authority of
the person or persons executing documents on behalf of Purchaser; 
 (e)        such
affidavits and other documents as may be customarily and reasonably required by the Title Company, in a form reasonably acceptable to Purchaser; 
 (f)         the Closing Statement; 

  
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 (g)      a certificate of Purchaser, dated as of the Closing
and executed on behalf of Purchaser by a duly authorized officer thereof, certifying that the representations and warranties of Purchaser contained in Section 6.5 are true, complete and correct in all material respects as of the Closing
Date; 
 (h)      any returns, questionnaires and other documents as shall be required pursuant
to Section 5.5(a) hereof; and 
 (i)       such additional documents as shall be
reasonably required by the Title Company or Seller to consummate the transaction contemplated by this Agreement and which are usual and customary in similar commercial real estate closings in the Frisco, Texas metropolitan area. 

Section 5.4.        Credits and Prorations. 

(a)      All income and expenses of the Property shall be apportioned as of 11:59 p.m. on the day
prior to the Closing Date, as if Purchaser were vested with title to the Property during the entire day on which the Closing occurs. Such prorated items shall include, without limitation, the following: 

(i)       all Rents, including all Billbacks other than those for tenant work order
income (which shall instead be fully for the account of the party paying or incurring the same), if any, as and when collected; 
 (ii)      taxes and assessments levied against the Property (including personal property taxes on the Personal Property) in accordance with Section 5.4(b)(ii) below;

 (iii)     utility charges for which Seller is liable, if any, in accordance with
Section 5.4(b)(iv) below; 
 (iv)     all amounts payable under the Operating
Agreements which are assigned to Purchaser pursuant to Section 5.2(b); and 

(v)      any other operating expenses or other items due and payable pertaining to the
Property which are customarily prorated between a purchaser and a seller in the county in which the Property is located. 

(b)      Notwithstanding anything contained in Section 5.4(a) hereof: 

(i)       At Closing, (A) Purchaser shall receive a credit against the Purchase
Price in the amount of all cash Security Deposits (to the extent such Security Deposits have not been applied against delinquent Rents or otherwise as provided in the Leases) and interest accrued thereon, to the extent that either the Leases or
applicable law requires that the same bear interest, together with a detailed inventory of such Security Deposits certified by Seller at Closing, and (B) Seller shall be entitled to receive and retain such refundable cash and deposits.


  
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 (ii)      Any real estate taxes and
assessments applicable to the year of Closing paid at or prior to Closing shall be prorated based upon the amounts actually paid. If such taxes and assessments due and payable for the year of Closing for the Property have not been paid before
Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall assume and pay the taxes and assessments for the year of Closing prior to their
becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based on the prior year’s tax bill. To the extent that the actual taxes and
assessments for the current year for the Property differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves within thirty (30) days after Purchaser presents to
Seller a copy of the final tax bill, Purchaser’s calculation of the reproration of the taxes and assessments and appropriate back-up materials related to the calculation. In addition, Seller may inspect Purchaser’s books and records
related to the Property to confirm Purchaser’s calculation. If after Closing there is an adjustment or reassessment by any governmental authority with respect to, or affecting, any real estate taxes or assessments for the Property for the year
of Closing or any prior year, any additional tax or assessment payment for the Property required to be paid that is not reimbursable by Tenants under the Leases with respect the year of Closing shall be prorated between Purchaser and Seller and any
such additional tax or assessment payment for the Property for any year prior to the year of Closing shall be paid by Seller to the extent not reimbursable by Tenants under the Leases. This agreement shall expressly survive the Closing. 

(iii)     If the annual reconciliation of tenant pass-throughs under the Leases for the 2011
calendar year (excluding Billbacks, which shall be governed by Section 5.4(a)(i) above) results in there being amounts due and payable by the Tenants, Purchaser will use commercially reasonable efforts to collect such amounts (provided,
however, that commercially reasonable efforts exclude the obligation to declare a Tenant in default under its Lease or to file suit to collect such amounts) and will pay Seller its prorated share of such amounts promptly upon Purchaser’s
receipt (but in no event later than June 30, 2012, provided Purchaser actually receives such amounts from the Tenants). If such reconciliation results in there being refunds due and payable to Tenants on account of the pass-throughs of
specifically documented expenses, Seller will pay to Purchaser its prorated share of such amounts promptly upon receipt of a written request therefor from Purchaser (which shall in no event be delivered later than June 30, 2012). In the event
that there shall be any Rents or other charges under any Leases which, although relating to a period prior to Closing, do not become due and payable until after Closing (excluding Billbacks, which shall be governed by Section 5.4(a)(i)
above), then any Rents or charges of such type received by Purchaser or its agents subsequent to Closing (excluding Billbacks) shall, to the extent applicable to a period extending through the Closing, be prorated between Seller and Purchaser as of
Closing and Seller’s portion thereof shall be paid to Seller by Purchaser promptly upon Purchaser’s receipt of such Rent or other charges (excluding Billbacks). 

(iv)     Except for utilities which are the direct responsibility of the Tenants to the
applicable public or private utilities supplier, Seller shall pay all utility bills received 

  
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prior to Closing and shall be responsible for utilities furnished to the Property prior to Closing. Purchaser shall be responsible for the payment of all bills for utilities furnished to the
Property subsequent to the Closing. Seller and Purchaser hereby agree to pay their respective shares of all utility bills (except for utilities which are the direct responsibility of the Tenants) received subsequent to Closing (if they include a
service period prior to the date of Closing), which agreement shall survive Closing. Seller shall be entitled to all deposits presently in effect with the utility providers. 

(v)      If Rents payable by the Tenants, or Billbacks incurred by Seller, for the month in
which the Closing occurs or any prior period have not been received by Seller as of Closing, Purchaser will invoice for and use commercially reasonable efforts to collect such amounts from the Tenants (provided, however, that commercially reasonable
efforts exclude the obligation to declare a Tenant in default under its Lease or to file suit to collect such amounts) and will pay Seller its prorated share of such amounts promptly upon Purchaser’s receipt in accordance with
Section 5.4(b)(vi). 
 (vi)     Seller and Purchaser agree that all Rents
received by Purchaser after Closing will be applied first (1st) to the Billbacks that are paid or incurred by Seller prior to the Closing Date, second (2nd) to Rents that are due and payable for the month in which the Closing occurs (excluding Billbacks), third
(3rd) to Rents that become due and payable after the
month in which Closing occurs (including Billbacks that are paid or incurred by Purchaser on or after the Closing Date), in reverse order of maturity, and fourth (4th) to Rents (excluding Billbacks) that are due and payable for all periods prior to the month in which Closing
occurs, in reverse order of maturity. 
 (vii)    Seller may attempt to collect any
delinquent Rents or Billbacks owed Seller and may institute any lawsuit or collection procedures, but may not evict or seek to evict any Tenant or terminate or seek to terminate any Lease. Purchaser shall promptly provide Seller any information in
Purchaser’s possession that is reasonably necessary for Seller to invoice Tenants for Billbacks for electricity and after-hours HVAC. 
 (viii)   For the period commencing on March 1, 2011 (being the day immediately after the last day covered by the aged delinquency reports set forth on Exhibit R) and ending on
the Closing Date, except for electricity and after-hours HVAC charges, Seller will not without Purchaser’s consent, which may not be unreasonably withheld, conditioned or delayed pay or incur costs that would constitute a Billback if the amount
of any single Billback would exceed $10,000.00 or if the aggregate amount of all such Billbacks would exceed $25,000.00. At Closing, the Closing Statement shall identify those Billbacks (i) for electricity and after-hours HVAC charges then
invoiced and due and payable by Tenants, and (ii) for tenant work orders then known to Seller to have been paid or incurred but not yet invoiced to Tenants (it being understood that there will be additional Billbacks for electricity and
after-hours HVAC charges, and that there may be additional Billbacks for tenant work orders, each of which will not be known to Seller on the Closing Date but that nonetheless shall be adjusted for as they become known pursuant to
Section 5.4(a)(i) and Section 5.4(b)(vi)). “Billbacks” means, with respect to each Lease, a reimbursement from the Tenant to Seller paid for electricity charges, after-hours HVAC charges and other work order
income which are paid or incurred by the 

  
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landlord under the Lease and to which the landlord is entitled to reimbursement from the Tenant; provided, however, that Billbacks do not include expenses included in “Annual Rental
Adjustment” (as defined in the Leases). Billbacks are invoiced to Tenant by Seller on a trailing basis; e.g., amounts paid or incurred by the landlord relating to the month of January are billed to Tenant in mid- or late-February and are due
and payable from Tenant immediately 
 (c)      Except as otherwise provided herein, any revenue
or any expense amount that is the obligation of Seller and is not paid by the Tenants under the Leases and that which cannot be ascertained with certainty as of Closing shall be prorated on the basis of the parties’ good faith reasonable
estimate of such amount, and shall be the subject of a final proration ninety (90) days after Closing, or as soon thereafter as the precise amounts can be ascertained. Purchaser shall promptly notify Seller when it becomes aware that any such
estimated amount has been ascertained. Once all revenue and expense amounts have been ascertained, Purchaser shall prepare, and certify as correct, a final proration statement which shall be subject to Seller’s approval, not to be unreasonably
withheld conditioned or delayed. Upon Seller’s acceptance and approval of any final proration statement submitted by Purchaser, such statement shall be conclusively deemed to be accurate and final. 

(d)      Seller may prosecute appeals (if any) of the real estate taxes and assessments for the period
prior to the Closing, and may take related action which Seller deems appropriate in connection therewith. Purchaser shall reasonably cooperate with Seller (but Purchaser shall not be obligated to incur any liability or expense in connection
therewith other than de minimis expenses) in connection with such appeal and collection of a refund of real estate taxes and assessments paid. Seller owns and holds all right, title and interest in and to such appeals and refund, and all amounts
payable in connection therewith shall be paid directly to Seller by the applicable authorities. If such refund or any part thereof is received by Purchaser, Purchaser shall promptly pay such amount to Seller. Any refund received by Seller shall be
distributed as follows: first, to reimburse Seller for all costs incurred in connection with the appeal; second, with respect to refunds payable to Tenants under the Leases, to such Tenants in accordance with the terms of such Leases; and third, to
Seller to the extent such appeal covers the period prior to the Closing, and to Purchaser to the extent such appeal covers the period as of the Closing and thereafter. If and to the extent any such appeal covers the period after the Closing,
Purchaser shall have the right to participate in such appeal. 
 (e)      Upon Closing, Purchaser
shall assume and agree to perform all of Seller’s obligations under or with respect to the Commission Agreement first arising from and after Closing, including without limitation, any and all obligations to pay leasing commissions which are due
or payable under the Leases that result from the exercise of a renewal, extension or expansion of the Leases after Closing. 

(f)       Subject to the final sentence of Section 5.4(c) hereof, the provisions of this
Section 5.4 shall survive Closing. 

  
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 Section 5.5.        Transaction Taxes and
Closing Costs. 
 (a)      Seller and Purchaser shall execute such returns, questionnaires
and other documents as shall be required with regard to all applicable real property transaction taxes imposed by applicable federal, state or local law or ordinance. 
 (b)      Seller shall pay the fees of any counsel representing Seller in connection with this transaction. Seller shall also pay the following costs and expenses: 

(i)       the cost of the Existing Survey; 

(ii)      the transfer, documentary stamp, recordation or similar taxes which becomes
payable by reason of the transfer of the Property and recording the Special Warranty Deed; 

(iii)     any commission or fees payable to Holliday Fenoglio Fowler, L.P.
(“Broker”); 
 (iv)     all recording costs relating to the Release of
Declaration and the clearing from title of any Subsequent Exceptions that Seller is responsible hereunder to remove; 
 (v)      one-half of the escrow or closing fees, if any, which may be charged by the Escrow Agent or Title Company; 

(vi)     the premium for the base owner’s title policy for the Property to be issued to
Purchaser by the Title Company at Closing pursuant to the Title Commitment (such base owner’s title policy to specifically exclude the deletion of survey coverage); and 

(vii)    all other costs and expenses incurred by Seller in closing and consummating the purchase and
sale of the Property pursuant hereto. 
 (c)      Purchaser shall pay the fees of any counsel
representing Purchaser in connection with this transaction. Purchaser shall also pay the following costs and expenses: 
 (i)       the fee for the title examination, the Title Commitment and the premiums or additional costs attributable to any extended coverage for the owner’s title
policy, endorsements or additional title insurance coverage for the Property (including, without limitation, deletion of survey coverage); 
 (ii)      all due diligence costs incurred by Purchaser, including, without limitation, costs incurred to obtain any new environmental reports and property condition
assessment reports or to further update any such reports included among the Deliveries; 

(iii)     costs of any consultants, advisors, brokers (excluding Broker) and other agents or
independent contractors engaged by Purchaser; 
 (iv)     the cost of the New Survey
and any Updated Survey; 

  
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 (v)      the cost of any reliance letters for
third party reports commissioned by Seller regarding the Property; 

(vi)     recording fees for the Special Warranty Deed (and quitclaim deed if required pursuant
to Section 5.2(a) hereof); and 
 (vii)    one-half of the escrow or closing
fees, if any, which may be charged by the Escrow Agent or Title Company. 
 (d)      All
costs and expenses incident to this transaction and the closing thereof, and not specifically described above, shall be paid by the party incurring same. 
 (e)      The provisions of this Section 5.5 shall survive the Closing. 
 Section 5.6.      Conditions Precedent to the Obligations of Purchaser.    The obligation of Purchaser to consummate the transactions
contemplated by this Agreement shall be subject to the fulfillment and satisfaction prior to or simultaneously with Closing of all of the following conditions, any or all of which may be waived by Purchaser in its sole discretion: 

(a)      Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser
pursuant to the terms of this Agreement, including but not limited to, the items described in Section 5.2 hereof; 

(b)      All of the representations and warranties of Seller contained in this Agreement shall be true and
correct in all material respects as of the Effective Date and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (and with respect to Section 6.1(b) only, as if made without
limitation or qualification as to Seller’s knowledge); 
 (c)      As of the Closing Date,
Seller shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Seller; 
 (d)      There shall exist no pending or threatened action, suit or proceeding with respect to Seller before or by any court or administrative agency which seeks to restrain
or prohibit, or to obtain damages or a discovery order with respect to, this Agreement or the consummation of the transactions contemplated hereby; 
 (e)      No Tenant shall be in monetary default under the terms of its Lease beyond the expiration of any applicable cure period provided in its Lease as of the Closing Date;

 (f)       T-Mobile shall not have filed for protection under the United States Bankruptcy
Code, nor had involuntary bankruptcy proceedings commenced against it which have not been dismissed. 

(g)      The conditions set forth in Article IV and any other condition set forth in this
Agreement to Purchaser’s obligation to close shall have been satisfied by the applicable date and time; and 

  
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 (h)      Between the Effective Date and the Closing Date, no
“hazardous substances”, as that term is defined in the Environmental Laws, nor any other pollutants, toxic materials, or contaminants shall have been discharged, disbursed, released, stored, treated, generated, disposed of, or allowed to
escape on the Property. 
 If any of the foregoing conditions has not been satisfied as of the Closing Date, Purchaser may, in its sole
discretion: (i) terminate this Agreement by delivering written notice to Seller on or before the Closing Date, in which event the Deposit shall be returned to Purchaser; or (ii) elect to close, notwithstanding the non-satisfaction of such
condition, and therefore waive satisfaction of such condition. 

Section 5.7.      Conditions Precedent to the Obligations of
Seller.    The obligation of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment on or before the Closing Date of all of the following conditions, any or all of which may
be waived by Seller in its sole discretion: 
 (a)      Escrow Agent shall have received the
Purchase Price, as adjusted by prorations, payment of closing costs and other adjustments set forth herein or on the Closing Statement, and Purchaser shall have authorized Escrow Agent to disburse same in accordance with the agreed-upon Closing
Statement upon receipt of Seller’s instructions to Escrow Agent and Purchaser that Seller is ready to break escrow and close the transactions contemplated by this Agreement and that Escrow Agent is irrevocably authorized to record the Special
Warranty Deed and to release all closing documents from escrow; 
 (b)      Purchaser shall have
delivered to Seller all of the items required to be delivered to Seller pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 5.3 hereof; 

(c)      All of the representations and warranties of Purchaser contained in this Agreement shall be true
and correct in all material respects as of the Closing Date; and 
 (d)      As of the Closing
Date, Purchaser shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Purchaser. 
 Section 5.8.      Possession; Keys and Records. Possession of the Property shall be granted by Seller to Purchaser on the date of Closing, subject only to the
Leases, the Operating Agreements and the other Permitted Exceptions. At Closing, Seller shall also deliver to Purchaser all of the keys to any doors or locks on the Property. 
 ARTICLE VI 
 REPRESENTATIONS, WARRANTIES AND COVENANTS 

Section 6.1.          Representations and Warranties of Seller. Seller
hereby makes the following representations and warranties to Purchaser as of the Effective Date, which representations and warranties shall be deemed to have been made again, subject to any changes


  
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reported pursuant to Section 5.2(g) as of the Closing; provided, however, all representations and warranties set forth in this Section 6.1 shall be qualified by, and
Seller shall have no liability for any breach if such results from or is based on a condition, state of facts or other matter which was disclosed in the Deliveries or which is reasonably inferable from the Deliveries: 

(a)      Organization and Authority.  Seller has been duly organized and is validly
existing under the laws of Germany and is duly qualified to transact business and is in good standing under the laws of the State of Texas. This Agreement has been duly authorized and executed on behalf of Seller, all necessary action on the part of
Seller to authorize the transactions herein contemplated has been taken, and no further action is necessary for such purpose, and this Agreement constitutes the valid and binding agreement of Seller, enforceable in accordance with its terms, subject
to bankruptcy, insolvency and similar laws affecting generally the enforcement of creditor’s rights. Neither the execution and delivery of this Agreement nor the consummation of the transaction contemplated hereby will (i) be in violation
of Seller’s organizational documents, (ii) conflict with or result in the breach or violation of any law, regulation, writ, injunction or decree of any court or governmental instrumentality applicable to Seller, or (iii) constitute a
breach of any evidence of indebtedness or agreement of which Seller is a party or by which Seller is bound. 

(b)      Pending Actions.  To Seller’s knowledge, Seller has not received written
notice of any action, suit, arbitration, unsatisfied order or judgment, government investigation or proceeding pending against Seller which, if adversely determined, could individually or in the aggregate materially interfere with the consummation
of the transaction contemplated by this Agreement or have a material adverse effect on the Property. 

(c)      No Other Agreements.  To Seller’s knowledge, other than the Leases, the
Operating Agreements, the Commission Agreement and the Permitted Exceptions, there are no other leases, brokerage or leasing commission agreements, service contracts, management agreements, or other agreements or instruments of any kind in force and
effect, oral or written, that will be binding on the Property or Purchaser after Closing or that grant to any person whomsoever or any entity whatsoever any right, title, interest or benefit in or to all or any part of the Property, any rights to
acquire all or any part of the Property. 
 (d)      Condemnation.  To
Seller’s knowledge, except as set forth on Exhibit P attached hereto, Seller has received no written notice of any condemnation or other eminent domain proceedings relating to the Property and has no knowledge of any pending or
threatened condemnation or eminent domain proceedings (or proceedings in the nature or in lieu thereof) affecting the Property or any portion thereof or its use. 
 (e)      Litigation.  To Seller’s knowledge, except as set forth on Exhibit P attached hereto, Seller has not received written notice of any
actions, suits, or proceedings pending, or to the best of Seller’s knowledge threatened in writing by any organization, person, individual, or governmental agency against Seller with respect to the Property or against the Property. Seller also
has no knowledge of any pending or threatened application for changes in the zoning applicable to the Property or any portion thereof. 

  
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 (f)      Violations.  To Seller’s
knowledge, except as set forth on Exhibit P attached hereto, Seller has not received written notice of any uncured violation of any federal, state or local law relating to the use or operation of the Property. 

(g)      Leases.  The T-Mobile Building I Lease, the T-Mobile Building II Lease and the
EFA Lease are all of the leases currently affecting the Property, and Seller has delivered to Purchaser a true, correct and complete copy of all the Leases. Except as noted on Exhibit R, Seller has not delivered any written notice to any
Tenant under a Lease that such Tenant continues to be delinquent in the payment of rent for more than thirty (30) days. 

(h)      Commission Agreements.  Other than that certain Commission Agreement dated
November 3, 2005, as affected by that certain Side Letter dated December 7, 2007 (collectively, the “Commission Agreement”) by and between Duke Realty Limited Partnership (predecessor-in-interest to Seller) and The
Staubach Company Southwest, Inc., there are no lease brokerage agreements, leasing commission agreements, or other agreements providing for payments of any amounts for leasing activities or procuring tenants with respect to the Property to which
Seller is a party, and there are no brokerage commissions or other such payments that are or shall be due or payable by Seller from and after the Closing in connection with leasing activities with respect to the Property other than as set forth in
the Commission Agreement. Included in the Deliveries was a true, correct and complete copy of the Commission Agreement. 

(i)       Hazardous Substances.  To the Seller’s knowledge, and
based solely on, and except as set forth in, the Existing Environmental Reports (as hereinafter defined) as to matters occurring before Seller came into ownership of the Property, (i) no “hazardous substances”, as that term is defined
in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. § 9601, et seq., the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. § 6901, et seq., and
the rules and regulations promulgated pursuant to these acts, any so-called “super-fund” or “super-lien” laws or any applicable state or local laws (collectively, the “Environmental Laws”), nor any other
pollutants, toxic materials, or contaminants have been or shall prior to Closing be discharged, disbursed, released, stored, treated, generated, disposed of, or allowed to escape on the Property, (ii) no asbestos or asbestos containing
materials have been installed, used, incorporated into, or disposed of on the Property, (iii) no polychlorinated biphenyls are located on or in the Property, in the form of electrical transformers, fluorescent light fixtures with ballasts,
cooling oils, or any other device or form, (iv) no underground storage tanks are located on the Property, (v) no investigation, administrative order, consent order and agreement, litigation, or settlement with respect to hazardous
substances has been entered into with respect to the Property, and (vi) the Property has not previously been used as a landfill, cemetery, or as a dump for garbage or refuse. As used herein, the term “Existing Environmental
Reports” shall mean the reports and studies listed on Exhibit E attached hereto and by reference incorporated herein. Seller represents to Purchaser that to its knowledge the Existing Environmental Reports constitute all of the
environmental reports and studies relating to the Land and Improvements obtained by Seller or any affiliate of Seller or otherwise in the possession or control of Seller. Except as expressly set forth in Section 6.1(f) and this
Section 6.1(i), Seller makes no representation whatsoever regarding: (a) compliance with Environmental Laws, or (b) the presence, location or scope of any materials, waste, contaminates, pollutants, mold, fungus, bacteria or
other substances or conditions which are toxic, dangerous, radioactive, disease 

  
 30 









 
causing, carcinogenic, infectious, caustic, or contain petroleum products or by-products, asbestos, heavy metals, or are defined as toxic, dangerous to health or otherwise hazardous by reference
to any Environmental Laws. 
 (j)       No Assessments.    To the
best of Seller’s knowledge, no assessments have been made against the Property that are unpaid, whether or not they have become liens. 
 (k)      Tax Contests.    Except as disclosed on Exhibit P attached hereto, and except with respect to matters which have been resolved
or dismissed, Seller has not filed, and has not retained anyone to file, nor has Seller received written notice that any Tenant under the Leases has filed, notices of protest against, or to commence action to review, protest or contest real property
tax assessments against the Property. 
 (l)       Tax
Returns.    All property tax returns required to be filed by Seller relating to the Property under any law, ordinance, rule, regulation, order, or requirement of any governmental authority have been, or will be, as the case
may be, truthfully, correctly and timely filed. 
 (m)     Compliance with International Trade
Control Laws and OFAC Regulations. 
 (i)       Seller is not now nor
shall it be at any time until Closing an individual, corporation, partnership, joint venture, association, joint stock company, trust, trustee, estate, limited liability company, unincorporated organization, real estate investment trust, government
or any agency or political subdivision thereof, or any other form of entity (collectively, a “Person”) with whom a United States citizen, entity organized under the laws of the United States or its territories or entity having its
principal place of business within the United States or any of its territories (collectively, a “U.S. Person”), is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises
under United States law, regulation, executive orders and lists published by the Office of Foreign Assets Control, Department of the Treasury (“OFAC”) (including those executive orders and lists published by OFAC with respect to
Persons that have been designated by executive order or by the sanction regulations of OFAC as Persons with whom U.S. Persons may not transact business or must limit their interactions to types approved by OFAC (“Specially Designated
Nationals and Blocked Persons”) or otherwise. 
 (ii)      Seller is not
now, and shall not be at any time until Closing, a Person with whom a U.S. Person, including a United States Financial Institution as defined in 31 U.S.C. 5312, as periodically amended (“Financial Institution”), is prohibited from
transacting business of the type contemplated by this Agreement, whether such prohibition arises under United States law, regulation, executive orders and lists published by OFAC (including those executive orders and lists published by OFAC with
respect to Specially Designated Nationals and Blocked Persons) or otherwise. 

(iii)     Seller hereby covenants and agrees that if Seller obtains knowledge that any of the
representations and warranties contained in this Section 6.1(m) is or becomes 

  
 31 









 
false, then Seller will immediately notify Seller in writing, and in such event, Purchaser will have the right to terminate this Agreement without penalty or liability to Purchaser immediately
upon delivery of written notice thereof to Seller, in which event the Deposit will promptly be returned to Purchaser and neither party will have any further rights or obligations under this Agreement, except for such as specifically survive
termination. 
 (n)      Operating Agreements.      Attached
hereto as Exhibit B is a complete and accurate list and description of all of the Operating Agreements. Seller has provided Purchaser with true, correct and complete copies of all Operating Agreements. To Seller’s knowledge,
all such Operating Agreements are in full force and effect in accordance with their respective provisions, all payments required to be made by Seller or the “Owner” thereunder have been paid in full, and to Seller’s knowledge, there
is no default, or claim of default, or any event which the passage of time or notice, or both, would constitute a default on the part of any party to any of such Operating Agreements. All such Operating Agreements are terminable without penalty or
obligation to pay any severance or similar compensation on no more than thirty (30) days notice, except as expressly set forth on Exhibit B. All Operating Agreements are assignable by Seller to Purchaser and no Operating Agreement
prohibits such assignment or provides for any right, claim, or cause of action against Purchaser or the Property upon such assignment. 
 Section 6.2.        Knowledge Defined.    References to the “knowledge” of Seller shall refer only to the current
actual knowledge of the Designated Representatives (as hereinafter defined) of Seller, and shall not be construed, by imputation or otherwise, to refer to the knowledge of Seller or any affiliate of Seller, to any leasing agent, or to any other
officer, agent, manager, representative or employee of Seller or any affiliate thereof or to impose upon such Designated Representatives any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains. As used
herein, the term “Designated Representatives” shall refer to Birgit Prasch and M. Gregory Moore, each of whom has been actively involved in the management of Seller’s business with respect to the Property. Purchaser hereby
acknowledges and agrees that no Designated Representative shall have any personal liability or responsibility whatsoever with respect to Seller’s representations and warranties hereunder by reason of his or her designation as a Designated
Representative, and no alleged breach of any representation or warranty or any claim whatsoever shall at any time be asserted or enforceable against any one or more of the Designated Representatives. 

Section 6.3.        Survival of Seller’s Representations and
Warranties.      The representations and warranties of Seller set forth in this Agreement, including, without limitation, Section 6.1 hereof, as updated as of the Closing Date in accordance with the
terms of this Agreement, shall survive Closing until 11:59 p.m. on December 31, 2011 (the “Limitations Period”), at which time they will be of no further force or effect except as hereinafter provided in this
Section 6.3. Seller shall have no liability to Purchaser for a breach of any representation or warranty (a) unless and until the valid claims for all breaches aggregate more than ONE HUNDRED THOUSAND AND NO/100 DOLLARS
($100,000.00), in which case Seller shall be liable for the full amount of any such valid claims from the first dollar up to the Cap (as defined in this Section 6.3), and (b) unless written notice containing a description of the
specific nature of such breach shall have been given by Purchaser to Seller prior to 11:59 p.m. on December 31, 2011 and an action shall have been commenced by Purchaser against Seller within thirty (30) days after the expiration of the
Limitations Period. As used herein, the term “Cap” 

  
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shall mean an amount equal to ONE MILLION AND NO/100 DOLLARS ($1,000,000.00). In no event whatsoever shall Seller have any liability to Purchaser in excess of the Cap for any claims asserted
after Closing for any breach. 
 Section 6.4.        Covenants of
Seller.  Seller hereby covenants with Purchaser as follows: 
 (a)      From the
Effective Date hereof until the Closing or earlier termination of this Agreement, Seller shall operate and maintain the Property in substantially the same manner in which the Property is being currently operated and maintained. 

(b)      Prior to Closing, Seller shall file a Form 8288-B, FIRPTA Withholding Certificate (the
“FIRPTA Certificate”) in the form required by the Internal Revenue Service, a copy of which shall be provided to Purchaser on or prior to the Closing, along with proof of delivery to the Internal Revenue Service. The FIRPTA
Certificate will indicate the taxable gain, if any, that Seller will recognize upon the sale of the Property to Purchaser and the tax liability amount required to be paid to the Internal Revenue Service in connection therewith (the
“Certificate Tax Amount”). Pursuant to Section 4.01 of Revenue Procedure 2000-35, 2000-2 CB 211 (August 9, 2000) and the filing of such FIRPTA Certificate with the Internal Revenue Service prior to the date of sale, Purchaser
is required to withhold from the sales proceeds ten percent (10%) of the gross sales proceeds derived from the sale of the Property, but is not required to pay such withheld amounts to the Internal Revenue Service pending approval of said
FIRPTA Certificate by the Internal Revenue Service. Accordingly, Seller and Purchaser agree that Purchaser shall withhold ten percent (10%) of the gross sales proceeds (the “Escrowed Funds”), from the Purchase Price and pay the
Escrowed Funds to Escrow Agent, acting as withholding escrow agent (“Withholding Escrow Agent”), to hold pending consideration of the FIRPTA Certificate by the Internal Revenue Service. If the Internal Revenue Service approves the
FIRPTA Certificate, Seller and Purchaser shall direct Withholding Escrow Agent to apply the Escrowed Funds to pay such approved tax liability (the “Final Tax Liability”) within twenty (20) days after such approval. If the Final
Tax Liability is greater than the Escrowed Funds, then Seller shall be fully liable to the Internal Revenue Service for all amounts owed over and beyond the Escrowed Funds. If the Final Tax Liability is less than the Escrowed Funds, then Withholding
Escrow Agent shall promptly pay the excess to Seller, together with the interest or income earned on the Escrowed Funds. If the IRS denies the FIRPTA Certificate, then the Seller and Purchaser shall direct Withholding Escrow Agent to immediately pay
the Escrowed Funds to the Internal Revenue Service in fulfillment of the Purchaser’s obligations under FIRPTA. It is anticipated by Seller that the Final Tax Liability will equal the Certificate Tax Amount. Seller shall promptly forward to
Purchaser any written communications from or to the Internal Revenue Service regarding the FIRPTA Certificate. Seller and Purchaser acknowledge that the IRS normally acts on applications received within 90 days of the receipt of all information
necessary to make a proper determination as to required FIRPTA withholding. Seller shall file or cause to be filed any and all tax returns, information returns or any other required filings in connection with the transfer on or before the due date
of such returns with the Internal Revenue Service and timely pay any and all tax liabilities associated therewith. Seller hereby agrees to hold Purchaser harmless from and against any and all losses, liabilities, claims, damages, costs and expenses
(including reasonable attorneys’ fees, interest and penalties) incurred or realized by Purchaser and relating to the payment to the Internal Revenue Service of any such withholding tax due


  
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upon the sale of the Property by Seller to Purchaser. Each of Seller and Purchaser agrees to execute and deliver at the Closing an escrow agreement with Withholding Escrow Agent that reflects the
provisions of this Section 6.4(b) in the form attached hereto as Exhibit S (the “Withholding Escrow Agreement”). Such escrow agreement shall provide for the investment of the Escrowed Funds in designated
investments or accounts available to Escrow Agent and approved by Seller, and all interest or other income earned thereon shall be added to and deemed a part of the Escrowed Funds. Seller will pay all costs and expenses relating to the escrow
account established pursuant to this Section 6.4(b). In the event that a FIRPTA Certificate is not filed in accordance with this Section 6.4(b) prior to Closing, Purchaser shall withhold ten percent (10%) of the gross
sales proceeds from the Purchase Price and remit such amount to the Internal Revenue Service in accordance with its obligations set forth in Section 1445 of the Internal Revenue Code. 

(c)      From the Effective Date through the Closing, Seller shall not modify, amend or terminate the
Leases without first obtaining Purchaser’s prior written consent, which consent may be granted or withheld in Purchaser’s sole discretion. 
 (d)      From the Effective Date through the Closing, Seller shall not enter into any lease or similar agreement with respect to the occupancy of the Property or any portion
or portions thereof without first obtaining Purchaser’s prior written consent, which consent may be granted or withheld in Purchaser’s sole discretion. 
 (e)      Seller hereby covenants that, from the Effective Date of this Agreement up to and including the Closing Date, Seller shall not, without Purchaser’s prior
written consent, which may be granted or withheld in Purchaser’s sole discretion: (i) negotiate with any third party respecting the sale of the Property or any interest therein, (ii) enter into any new agreement of any kind respecting
the Property; (iii) waive in writing any rights of Seller under the Leases; (iv) grant or otherwise create or consent to the creation of any easement, restriction, lien, assessment, or encumbrance respecting the Property; or
(v) create or modify any exceptions to title to the Property, or initiate or consent to any action with respect to zoning or other Property entitlements or permits. 
 (f)       Seller shall neither transfer nor remove any Personal Property or fixtures from the Property after the Effective Date except for the purposes of replacement
thereof, in which case such replacements shall be promptly installed and shall be comparable in quality to the items being replaced. 
 (g)      Seller shall, from and after the Effective Date through the Closing Date, use commercially reasonable efforts to perform and discharge all of the duties and
obligations and comply with every covenant and agreement of the landlord under the Leases, at Seller’s expense, in the manner and within the time limits required thereunder. Furthermore, Seller shall, for the same period of time, use
commercially reasonable efforts to cause the Tenants to perform all of their duties and obligations under the Leases and otherwise comply with each and every one of their covenants and agreements under the Leases. 

  
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 (h)      From the Effective Date through the Closing, Seller
shall continue to carry the same special form/”all risk” insurance covering the Property that is currently in force and effect. 
 Section 6.5.      Representations and Warranties of Purchaser.    Purchaser hereby makes the following representations and warranties to
Seller as of the Effective Date, which representations and warranties shall be deemed to have been made again as of the Closing, subject to Section 5.3(g) hereof: 
 (a)      Organization and Authority.     Purchaser has been duly organized and is validly existing under the laws of the State of Georgia.
Purchaser has the full right and authority to enter into this Agreement and to consummate or cause to be consummated the transaction contemplated by this Agreement. The person or persons signing this Agreement on behalf of Purchaser are authorized
to do so. 
 (b)      Pending Actions.     To Purchaser’s
knowledge, there is no action, suit, arbitration, unsatisfied order or judgment, government investigation or proceeding pending against Purchaser which, if adversely determined, could individually or in the aggregate materially interfere with the
consummation of the transaction contemplated by this Agreement. 
 (c)      Compliance with
International Trade Control Laws and OFAC Regulations. 

(i)       Purchaser is not now nor shall it be at any time until Closing a Person with
whom a U.S. Person is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under United States law, regulation, executive orders and lists published by OFAC (including those executive
orders and lists published by OFAC with respect to Persons that have been designated as Specially Designated Nationals and Blocked Persons) or otherwise. 
 (ii)      Neither Purchaser nor Wells Core Office Income Operating Partnership, L.P. is now, and neither shall be at any time until Closing, a Person with whom a U.S. Person,
including a Financial Institution, is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under United States law, regulation, executive orders and lists published by the OFAC (including
those executive orders and lists published by OFAC with respect to Specially Designated Nationals and Blocked Persons) or otherwise. 
 (iii)     Purchaser hereby covenants and agrees that if Purchaser obtains knowledge that any of the representations and warranties contained in this Section 6.5(c) is
or becomes false, then Purchaser will immediately notify Seller in writing, and in such event, Seller will have the right to terminate this Agreement without penalty or liability to Seller immediately upon delivery of written notice thereof to
Purchaser, in which event the Deposit will promptly be returned to Purchaser and neither party will have any further rights or obligations under this Agreement, except for such as specifically survive termination. 

  
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 Section 6.6.        Survival of
Purchaser’s Representations and Warranties.    The representations and warranties of Purchaser set forth in Section 6.5 hereof shall survive Closing until the expiration of the Limitations Period. 

Section 6.7.        Knowledge of Purchaser
Defined.      References to the “knowledge” of Purchaser shall refer only to the current actual knowledge of the Purchaser Designated Representatives (as hereinafter defined), and shall not be
construed, by imputation or otherwise, to refer to the knowledge of Purchaser or any affiliate of Purchaser, to any leasing agent, or to any other officer, agent, manager, representative or employee of Purchaser or any affiliate thereof or to impose
upon such Purchaser Designated Representatives any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains. As used herein, the term “Purchaser Designated Representatives” shall refer to Keith
Willby. Seller hereby acknowledges and agrees that no Purchaser Designated Representative shall have any personal liability or responsibility whatsoever with respect to Purchaser’s representations and warranties hereunder by reason of his or
her designation as a Purchaser Designated Representative and no alleged breach of any representation or warranty or any claim whatsoever shall at any time be asserted or enforceable against any one or more of the Purchaser Designated
Representatives. 
 ARTICLE VII 
 DEFAULT 
 Section 7.1.    Default by
Purchaser.  In the event that the sale of the Property as contemplated hereunder is not consummated due to Purchaser’s default hereunder, Seller shall be entitled, as its sole and exclusive remedy, to terminate this Agreement by
written notice to Purchaser and Escrow Agent and to immediately receive the Deposit as liquidated damages (and not as a penalty) for the breach of this Agreement, it being agreed between the parties hereto that: (i) it would be impracticable
and extremely difficult to fix or establish actual damages of Seller in the event of a default hereunder by Purchaser and (ii) the amount of the Deposit is the parties’ best and most reasonable and fair estimate of Seller’s damages in
the event of Purchaser’s default. Seller agrees that in the event of a default by Purchaser, Seller shall not initiate any proceeding to recover damages from Purchaser, but shall limit its recovery to the receipt and retention of the Deposit,
Seller hereby expressly WAIVING AND RELINQUISHING any and all other remedies at law or in equity and Seller hereby WAIVES AND RELEASES any right to (and hereby covenants that it shall not) sue Purchaser: (a) for specific performance of this
Agreement, or (b) to recover any damages of any nature or description other than or in excess of the Deposit. Purchaser hereby WAIVES AND RELEASES any right to (and hereby covenants that it shall not) sue Seller or seek or claim a refund of the
Deposit (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages. 

Section 7.2.    Default by Seller.  If Seller defaults in any of its obligations under this
Agreement to be performed at or prior to Closing, Purchaser shall be entitled, as its sole remedy, either (a) to receive the return of the Deposit from Escrow Agent, and in the case of a 


  
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material default by Seller, Seller shall also pay to Purchaser all actual out-of-pocket expenses incurred by Purchaser in connection with this transaction, provided that such reimbursement of
out-of-pocket expenses shall not exceed the sum of $100,000 in the aggregate, which return and reimbursement, if applicable, shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) to enforce
specific performance of Seller’s obligation to convey the Property to Purchaser in accordance with this Agreement. Except as set forth above, Purchaser expressly WAIVES AND RELEASES its rights to seek damages in the event of Seller’s
default hereunder. In no event shall Seller be liable for consequential, speculative, remote or punitive damages and Purchaser hereby WAIVES AND RELEASES any right to seek or collect any such consequential, speculative, remote or punitive damages.
Purchaser shall be deemed to have elected to terminate this Agreement and to receive a return of the Deposit from Escrow Agent and, if applicable, the reimbursement of Purchaser’s actual, out-of-pocket expenses pursuant to clause
(a) above, if Purchaser fails to file suit for specific performance against Seller in a court having jurisdiction in the county and state in which the Property is located, on or before sixty (60) days following the date upon which the
Closing was to have occurred. 
 Section 7.3.     Recoverable
Damages.        Notwithstanding Section 7.1 and Section 7.2 hereof, in no event shall the provisions of Section 7.1 and Section 7.2 limit the damages
recoverable by either party against the other party due to the other party’s obligation to indemnify such party in accordance with Section 4.2(c), Section 6.4(b) and Section 9.1 of this Agreement. 

ARTICLE VIII 

RISK OF LOSS 
 Section 8.1.    Damage or Destruction.    If any of the Improvements shall be destroyed or damaged prior to the Closing, and if either the estimated
cost of repair or replacement exceeds Two Million and No/100th Dollars ($2,000,000.00) or the damage is such that either the T-Mobile Building I Lease or the T-Mobile Building II Lease is terminated or terminable at the option of T-Mobile (unless
the termination option is waived in writing), Purchaser may, by written notice given to Seller within twenty (20) days after receipt of written notice from Seller of such damage or destruction, elect to terminate this Agreement, in which event
the Deposit shall immediately be returned by Escrow Agent to Purchaser and the rights, duties, obligations, and liabilities of all parties hereunder shall immediately terminate and be of no further force or effect, except for the obligations of the
parties hereunder which expressly survive the termination of this Agreement. If Purchaser does not elect to terminate this Agreement pursuant to this Section 8.1, or has no right to terminate this Agreement (because the damage or
destruction does not exceed $2,000,000.00 and would not give rise to a right by T-Mobile to terminate either the T-Mobile Building I Lease or the T-Mobile Building II Lease), and the sale of the Property is consummated, Purchaser shall be entitled
to receive all insurance proceeds paid or payable to Seller by reason of such destruction or damage under the insurance required to be maintained by Seller pursuant to Section 6.4(h) hereof or insurance maintained by the Tenants under
the Leases (less amounts of insurance theretofore received and applied by Seller to costs actually incurred for restoration). Seller shall not settle or release any damage or 

  
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destruction claims without obtaining Purchaser’s prior written consent in each case, such consent not to be unreasonably withheld. All said insurance proceeds received by Seller by the date
of Closing shall be paid by Seller to Purchaser at Closing, together with the amount of the deductible under Seller’s all risk property damage insurance policy. If the amount of said casualty proceeds is not settled by the date of Closing,
Seller shall execute at Closing all proofs of loss, assignments of claim, and other similar instruments reasonably required to enable Purchaser to receive all of Seller’s right, title, and interest in and under said insurance proceeds for the
period of time commencing on the date of Closing, but Seller shall be entitled to sums paid for the period of time prior to the date of Closing. 
 Section 8.2.    Condemnation.    If, prior to the Closing, all or any part of the Property or any means of ingress, egress or access to the Property is
subjected to a bona fide threat of condemnation by a body having the power of eminent domain or is taken by eminent domain or condemnation (or sale in lieu thereof), or if Seller has received notice that any condemnation action or proceeding with
respect to the Property or any means of ingress, egress or access to the Property is contemplated by a body having the power of eminent domain, Seller shall give Purchaser immediate written notice of such threatened or contemplated condemnation or
of such taking or sale, and if Purchaser reasonably determines that such condemnation will materially interfere with the operation or value of such Property, Purchaser may by written notice to Seller given within thirty (30) days of the receipt
of such notice from Seller, elect to cancel this Agreement. If Purchaser chooses to cancel this Agreement in accordance with this Section 8.2, then the Deposit shall be returned immediately to Purchaser by Escrow Agent and the rights,
duties, obligations, and liabilities of the parties hereunder shall immediately terminate and be of no further force and effect, except for the obligations of the parties hereunder which expressly survive the termination of this Agreement. If
Purchaser does not elect to terminate this Agreement in accordance herewith, this Agreement shall remain in full force and effect and the sale of the Property contemplated by this Agreement, less any interest taken by eminent domain or condemnation,
or sale in lieu thereof, shall be effected with no further adjustment and without reduction of the Purchase Price, and at the Closing, Seller shall assign, transfer, and set over to Purchaser all of the right, title, and interest of Seller in and to
any awards that have been or that may thereafter be made for such taking. At such time as all or a part of the Property is subjected to a bona fide threat of condemnation and Purchaser shall not have elected to terminate this Agreement as
hereinabove provided, Purchaser shall be permitted to participate in the proceedings as if Purchaser were a party to the action, as its interests may appear. Seller shall not settle or agree to any award or payment pursuant to condemnation, eminent
domain, or sale in lieu thereof without obtaining Purchaser’s prior written consent thereto in each case, such consent not be unreasonably withheld. 
 ARTICLE IX 
 COMMISSIONS 

Section 9.1.        Brokerage Commissions.  Seller acknowledges that
Broker has been engaged by Seller to assist with this transaction and Seller shall be fully responsible for any compensation owed Broker in connection with this transaction pursuant to a separate written agreement between Seller and Broker. Broker
hereby agrees that it shall accept such 

  
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commission in full and complete satisfaction of the commission payable to it in connection with the purchase and sale of the Property and that in the event the purchase and sale of the Property
is not closed and consummated for any reason whatsoever, then no commission shall have been earned and none shall be payable. Broker agrees that it will execute and deliver to Purchaser and Seller at Closing a waiver of all broker’s lien rights
in form and content reasonably acceptable to Purchaser, Seller and the Title Company (the “Broker Lien Waiver”). Seller shall and does hereby indemnify and hold harmless Purchaser from and against any claim, whether or not
meritorious, for any real estate sales commission, finder’s fees, or like compensation in connection with the sale contemplated hereby and arising out of any act or agreement of Seller, including any claims asserted by Broker. Likewise,
Purchaser shall and does hereby indemnify and hold harmless Seller from and against any claim, whether or not meritorious, for any real estate sales commission, finder’s fees, or like compensation in connection with the sale contemplated hereby
and arising out of any act or agreement of Purchaser, except any such claims asserted by Broker. The provisions of this Section 9.1 shall survive Closing or any termination of this Agreement. 

ARTICLE X  

DISCLAIMERS AND WAIVERS 
 Section 10.1.  NO RELIANCE ON DOCUMENTS.  EXCEPT AS EXPRESSLY STATED HEREIN, SELLER MAKES NO REPRESENTATION OR WARRANTY AS TO THE TRUTH, ACCURACY OR COMPLETENESS OF ANY
MATERIALS, DATA OR INFORMATION DELIVERED BY SELLER OR ITS BROKERS OR AGENTS TO PURCHASER IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREBY. PURCHASER ACKNOWLEDGES AND AGREES THAT ALL MATERIALS, DATA AND INFORMATION DELIVERED BY SELLER TO
PURCHASER IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREBY ARE PROVIDED TO PURCHASER AS A CONVENIENCE ONLY AND THAT ANY RELIANCE ON OR USE OF SUCH MATERIALS, DATA OR INFORMATION BY PURCHASER SHALL BE AT THE SOLE RISK OF PURCHASER, EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED HEREIN. NEITHER SELLER NOR ANY AFFILIATE OF SELLER SHALL HAVE ANY LIABILITY TO PURCHASER FOR ANY INACCURACY IN OR OMISSION FROM ANY SUCH REPORTS. 
 Section 10.2.  AS-IS SALE; DISCLAIMERS.  EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND IN THE DOCUMENTS EXECUTED AND DELIVERED BY SELLER TO PURCHASER AT CLOSING, IT
IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR
REPRESENTATIONS AS TO FITNESS FOR A PARTICULAR PURPOSE. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT
TO THE EXTENT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT OR IN ANY OTHER 

  
 39 









 
DOCUMENT EXECUTED BY SELLER AND DELIVERED TO PURCHASER AT CLOSING. PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES,
GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, OFFERING PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER OR ANY REAL
ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND IN THE DOCUMENTS EXECUTED AND DELIVERED BY SELLER TO
PURCHASER AT CLOSING. PURCHASER ALSO ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY IS BEING SOLD “AS-IS” SUBJECT TO ALL OF THE TERMS AND CONDITIONS HEREOF. 

PURCHASER REPRESENTS TO SELLER THAT PURCHASER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY,
INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS PURCHASER DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH
RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH
REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT AND IN THE DOCUMENTS EXECUTED AND DELIVERED BY SELLER TO PURCHASER AT CLOSING. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND IN THE DOCUMENTS
EXECUTED AND DELIVERED BY SELLER TO PURCHASER AT CLOSING, UPON CLOSING, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN
REVEALED BY PURCHASER’S INVESTIGATIONS, AND EXCEPT WITH RESPECT TO MATTERS WHICH BY THE EXPRESS TERMS OF THIS AGREEMENT SURVIVE CLOSING, PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER (AND
SELLER’S PARTNERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING
REASONABLE ATTORNEYS’ FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND SELLER’S PARTNERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY
TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, ENVIRONMENTAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER FACTS, OMISSIONS, EVENTS CIRCUMSTANCES OR MATTERS REGARDING THE
PROPERTY. 

  
 40 









 Section 10.3.  SURVIVAL OF DISCLAIMERS.  THE PROVISIONS OF
THIS SECTION 10.1 AND SECTION 10.2 SHALL SURVIVE CLOSING OR ANY TERMINATION OF THIS AGREEMENT. 
 ARTICLE
XI  
 MISCELLANEOUS 
 Section 11.1.  Confidentiality.  Except for such disclosures by a party as may be required by law and such disclosures to lenders, creditors, officers, employees and agents
of either of them and governmental and quasi-governmental authorities as may be necessary to permit Purchaser and Seller to perform their respective obligations and/or due diligence investigations hereunder, Purchaser and its representatives shall
hold in strictest confidence all data and information obtained with respect to Seller or its business, whether obtained before or after the execution and delivery of this Agreement, and shall not disclose the same to others. Notwithstanding the
foregoing, Purchaser shall have no obligation to maintain the confidentiality of any information which is available to the public. In the event this Agreement is terminated or Purchaser fails to perform hereunder, Purchaser shall promptly return to
Seller any statements, documents, schedules, exhibits or other written information obtained from Seller in connection with this Agreement or the transaction contemplated herein. In the event of a breach or threatened breach by Purchaser or its
agents or representatives of this Section 11.1, Seller shall be entitled to an injunction restraining Purchaser or its agents or representatives from disclosing, in whole or in part, such confidential information. Nothing herein shall be
construed as prohibiting Seller from pursuing any other available remedy at law or in equity for such breach or threatened breach. The provisions of this Section 11.1 shall survive any termination of this Agreement. 

Section 11.2.  Public Disclosure.  Except as required by law, Purchaser and Seller shall not release to
the public information of any kind with respect to the sale contemplated herein or any matters set forth in this Agreement; provided, however, that notwithstanding anything to the contrary in this Agreement, after Closing,
(i) either party may without consent of the other make any press release or other disclosure so long as it shall omit the Purchase Price unless disclosure of such is required by law, and (ii) either party or any affiliate of either party
of any tier may make any public statement, filing or other disclosure which any of them reasonably believes to be required or desirable under applicable securities or investment laws (including any applicable securities laws of Germany) or in
connection with any securities offering or registration by either party and/or any parent or other affiliate of either party of any tier, or as may be requested or required by the New York Stock Exchange, SEC or other securities market (including
any applicable securities market or regulatory body of Germany). The provisions of this Section 11.2 shall survive Closing or any termination of this Agreement. 
 Section 11.3.  Assignment.  Neither party may assign this Agreement without the prior written consent of the other, and any such prohibited assignment shall be void;
provided, 

  
 41 









 
however, that Purchaser may assign this Agreement without Seller’s consent to Wells Core Office Income Operating Partnership, L.P., Wells Core Office Income REIT, Inc. or any Affiliate. Any
assignee or transferee under any such assignment or transfer by Purchaser as to which the written consent of Seller has been given or as to which the consent of Seller is not required hereunder shall expressly assume all of Purchaser’s duties
and obligations under this Agreement by written instrument delivered to Seller as a condition to the effectiveness of such assignment or transfer. For the purposes of this paragraph, the term “Affiliate” means (a) an entity
that directly or indirectly controls, is controlled by or is under common control with the Purchaser, Wells Core Office Income Operating Partnership, L.P. or Wells Core Office Income REIT, Inc., or (b) an entity at least a majority of whose
economic interest is owned by Purchaser or Wells Core Office Income Operating Partnership, L.P. or Wells Core Office Income REIT, Inc.; and the term “control” means the power to direct the management of such entity through voting rights,
ownership or contractual obligations. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties. 

Section 11.4.  Notices.  Any notice pursuant to this Agreement shall be given in writing by
(a) personal delivery, (b) reputable overnight delivery service with proof of delivery, (c) United States Mail, postage prepaid, registered or certified mail, return receipt requested, or (d) legible facsimile or other electronic
transmission, sent to the intended addressee at the address set forth below, or to such other address or to the attention of such other person as the addressee shall have designated by written notice sent in accordance herewith, and shall be deemed
to have been given upon receipt or refusal to accept delivery, or, in the case of facsimile or other electronic transmission, as of the date of the facsimile or other electronic transmission, provided that any facsimile or other electronic
transmission received after 5:00 p.m. Eastern time shall be deemed received on the next succeeding business day, and further provided that an original of such facsimile or other electronic transmission is also sent to the intended addressee by means
described in clauses (a), (b) or (c) above. Unless changed in accordance with the preceding sentence, the addresses for notices given pursuant to this Agreement shall be as follows: 

 

					
	If to Seller:	    	KanAm Grund Kapitalanlagegesellschaft mbH
		    	Messe Turm
		    	60308 Frankfurt am Main
		    	Germany
		    	Attention:	  	Olivier Catusse, Managing Director
		    	Email:	  	O.Catusse@kanam-grund.de
		    	Facsimile:	  	011-49-69-7104-11-600


  
 42 










					
	with a copy to:	    	KanAm Grund America
		    	The Forum	  	
		    	3290 Northside Parkway
		    	Suite 840	  	
		    	Atlanta, Georgia 30327
			
		    	Attention:	  	M. Gregory Moore
		    	Email:	  	G.Moore@kanam-grund-america.com
		    	Facsimile:	  	(678) 651-2671
			
		    	Attention:	  	Manish Bhatia
		    	Email:	  	M.Bhatia@kanam-grund-america.com
		    	Facsimile:	  	(678) 651-2671
		
	and with a copy to:	    	KanAm Grund Kapitalanlagegesellschaft mbH
		    	Messe Turm	  	
		    	60308 Frankfurt am Main
		    	Germany	  	
		    	Attention:	  	Andreas Fauner
		    	Email:	  	A.Fauner@kanam-grund.de
		    	Facsimile:	  	011-49-69-7104-11-600
		
	and with a copy to:	    	King & Spalding LLP
		    	1180 Peachtree Street
		    	Atlanta, Georgia 30309
		    	Attention:	  	W. Clay Gibson, Esq.
		    		  	Noah P. Peeters, Esq.
		    	Email:	  	cgibson@kslaw.com
		    		  	npeeters@kslaw.com
		    	Facsimile:	  	(404) 572-5131
		
	If to Purchaser:	    	Wells Core REIT - 7624/7668 Warren, LLC
		    	c/o Wells Real Estate Funds, Inc.
		    	6200 The Corners Parkway
		    	Suite 250	  	
		    	Norcross, Georgia 30092
		    	Attention:	  	Keith Willby
		    	Email:	  	Keith.Willby@WellsREF.com
		    	Facsimile:	  	(770) 243-8510
		
	with a copy to:	    	Troutman Sanders LLP
		    	Bank of America Plaza, Suite 5200
		    	600 Peachtree Street, N.E.
		    	Atlanta, Georgia 30308
		    	Attention:	  	Jeff Greenway, Esq.
		    	Email:	  	jeff.greenway@troutmansanders.com
		    	Facsimile:	  	(404) 962-6776


  
 43 










					
	If to Escrow Agent:	    	Fidelity National Title Insurance Company
		    	200 Galleria Parkway
		    	Suite 2060
		    	Atlanta, Georgia 30339
		    	Attention:	  	Judy Stillings
		    	Email:	  	Judy.Stillings@fntg.com
		    	Facsimile:	  	(404) 303-6307

 Section 11.5.  Modifications.    This Agreement cannot be
changed orally, and no executory agreement shall be effective to waive, change, modify or discharge this Agreement in whole or in part unless such executory agreement is in writing and is signed by the parties against whom enforcement of any waiver,
change, modification or discharge is sought. 
 Section 11.6.  Entire
Agreement.    This Agreement, including the exhibits and schedules hereto, together with that certain Confidentiality Agreement entered into between the Purchaser and Broker for the benefit of Seller with respect to the
Property, that certain additional Confidentiality Agreement from Purchaser for the benefit of Seller, dated February 1, 2011 with respect to the financial statements of T-Mobile West Corporation, and the Access Agreement contain the entire
agreement between the parties hereto pertaining to the subject matter hereof. This Agreement fully supersedes all prior written or oral agreements and understandings (other than said Confidentiality Agreements and said Access Agreement, which shall
remain in full force and effect until terminated in accordance with their respective terms), between the parties pertaining to such subject matter. 
 Section 11.7.  Further Assurances.    Each party agrees that it will execute and deliver such other documents and take such other action, whether prior or
subsequent to Closing, as may be reasonably requested by the other party to consummate the transaction contemplated by this Agreement. The provisions of this Section 11.7 shall survive Closing. 

Section 11.8.  Counterparts.    This Agreement may be executed in counterparts, all such
executed counterparts shall constitute the same Agreement, and the signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart. 

Section 11.9.  Severability.    If any provision of this Agreement is determined by a court of
competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall nonetheless remain in full force and effect; provided that the invalidity or unenforceability of such provision does not materially adversely affect the
benefits accruing to any party hereunder. 
 Section 11.10. Applicable Law.    This
Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Purchaser and Seller agree that the provisions of this Section 11.10 shall survive the Closing or any termination of this Agreement.

 Section 11.11. No Third-Party Beneficiary.    The provisions of this Agreement and of
the documents to be executed and delivered at Closing are and will be for the benefit of Seller and Purchaser only and are not for the benefit of any third party, and accordingly, no third party shall have the right to enforce the provisions of this
Agreement or of the documents to be executed and delivered at Closing. 

  
 44 









 Section 11.12. Captions.    The section headings
appearing in this Agreement are for convenience of reference only and are not intended, to any extent and for any purpose, to limit or define the text of any section or any subsection hereof. 

Section 11.13. Construction.    The parties acknowledge that the parties 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 exhibits or amendments
hereto. 
 Section 11.14. Recordation.    Neither this Agreement, nor any memorandum
hereof, may be recorded by any party hereto without the prior written consent of the other party hereto, which consent may be granted or withheld by Seller or Purchaser in its sole and absolute discretion. The provisions of this
Section 11.14 shall survive the Closing or any termination of this Agreement. 

Section 11.15. Attorneys’ Fees.    If either party commences legal proceedings for any relief
against the other party arising out of this Agreement or any documents, agreements, exhibits or certificates contemplated hereby, the losing party shall pay the prevailing party’s reasonable attorney’s fees and costs actually incurred upon
final settlement, judgment or appeal thereof, as determined by the court. 
 Section 11.16. Computation of Time
Periods.    All periods of time referred to in this Agreement shall include all Saturdays, Sundays and state or national holidays, unless the period of time specifies business days, provided that if the date or last date to
perform any act or give any notice or approval shall fall on a Saturday, Sunday or national holiday, such act or notice may be timely performed or given on the next succeeding day which is not a Saturday, Sunday or national holiday. 

Section 11.17. Effective Date.    As used in this Agreement, the term “Effective
Date” shall mean the date upon which this Agreement has been fully executed by Seller and Purchaser, and each of Seller and Purchaser has received a fully executed counterpart hereof. The party last executing this Agreement shall deliver a
fully executed original counterpart to the other party by overnight delivery for receipt on the next succeeding business day and shall insert such next succeeding business day on the first page of this Agreement and in the following blank
April 5, 2011 as the Effective Date on all original counterparts of this Agreement. 
 [Signatures commence on following
page.] 

  
 45 









 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the
Effective Date. 
  

							
		  	SELLER:	 	
		
		  	KANAM GRUND KAPITALANLAGEGESELLSCHAFT
		  	MBH, a German limited liability company, for the benefit of the KanAm US Grundinvest Fonds, a German open-end real estate fund sponsored by KanAm Grund
Kapitalanlagegesellschaft mbH
				
		  	By:	  	             /s/ Matti
Kreutzer
	 	


							
		  	Name:	  	        Matti Kreutzer
	 	


							
		  	Title:	  	          Managing Director
	 	


							
				
		  	By:	  	             /s/ Olivier
Calusse
	 	


							
		  	Name:	  	        Olivier Calusse
	 	


							
		  	Title:	  	          Managing Director
	 	

 [signatures continue on following page] 

  

Signature Page to Purchase and Sale Agreement 









											
		  	PURCHASER:
		
		  	 WELLS CORE REIT - 7624/7668 WARREN, LLC,
 a Delaware limited liability company

			
		  	By:	  	 Wells Core Office Income Operating Partnership, L.P.,
 a Delaware limited partnership, its sole member

				
		  		  	By:	  	 Wells Core Office Income REIT, Inc., a
 Maryland corporation, its sole general partner

						
		  		  		  	By:	  	 /s/ Randall D. Fretz
	  	
		  		  		  	Name:	  	 Randall D. Fretz
	  	
		  		  		  	Title:	  	 Sr. Vice President
	  	

  
 [signatures continue on following page] 

  

Signature Page to Purchase and Sale Agreement 








 JOINDER BY ESCROW AGENT 

Escrow Agent executes this Agreement below solely for the purpose of acknowledging that it agrees to be bound by the provisions of
Section 2.5, Section 2.6, Section 6.4(b), Section 7.1 and Section 7.2 hereof. 
  

							
		  	ESCROW AGENT
		
		  	FIDELITY NATIONAL TITLE INSURANCE COMPANY
				
		  	By:	  	 /s/ Judy A. Stillings    
	 	


							
		  	Name:	  	 Judy A. Stillings         
	 	


							
		  	Title:	  	
Sr. Transaction Specialist        
	 	


  

Signature Page to Joinder by Escrow Agent 








 JOINDER BY BROKER 

Broker executes this Agreement below solely for the purpose of acknowledging that it agrees to be bound by the provisions of
Section 9.1 hereof. 
  

							
		  	BROKER
		
		  	HOLLIDAY FENOGLIO FOWLER, L.P.
				
		  	By:	  	 /s/ Barry M. Brown    
	 	


							
		  	Name:	  	 Barry M. Brown          
	 	


							
		  	Title:	  	 Senior Managing Director      
	 	


  

Signature Page to Joinder by Broker 








 EXHIBIT A-1 
 DESCRIPTION OF DUKE BRIDGES PROJECT I LAND 
 DESCRIPTION of a 10.829 acre tract of land situated
in the G.A. Martin Survey, Abstract No. 604, in the City of Frisco, Collin County, Texas, said tract being all of Lot 1, Block A, Duke Office Park, an addition to the City of Frisco, Texas according to the plat recorded in Cabinet 2006, Page
201 of the Plat Records of Collin County, Texas, said tract being part of that certain tract of land described in Special Warranty Deed to Duke Construction Limited Partnership recorded in County Clerk’s Instrument Number 2006-0309000310290 of
the Deed Records of Collin County, Texas, said 10.829 acre tract being more particularly described as follows: 
 BEGINNING at a “+”
cut in stone found at the north end of a right-of-way corner clip at the intersection of the north right-of-way line of Warren Parkway (a variable width right-of-way) and the west right-of-way line of Parkwood Boulevard (a variable width
right-of-way), said point being the northernmost southeast comer of said Lot 1; 
 THENCE, South 43 degrees, 59 minutes, 05 seconds West, along
said corner clip, a distance of 28.32 feet to a “+” cut in stone found at the south end of said corner clip, said point being in the said north line of Warren Parkway; 
 THENCE, along the said north line of Warren Parkway, the following two (2) calls: 
 South 88 degrees, 54 minutes, 31 seconds West, a distance of 226.14 feet to a 5/8-inch iron rod with “PBS&J” cap found at the beginning of a tangent curve to the left; 

In a westerly direction, along said curve to the left, having a central angle of 10 degrees, 54 minutes, 08 seconds, a radius of 1,614.00
feet, a chord bearing and distance of South 83 degrees, 27 minutes, 27 seconds West, 306.65 feet, an arc distance of 307.11 feet to a “+” cut in concrete found for corner, said point being the southwest corner of said Lot 1 and the
southeast corner of Lot 2, of said Block A; 
 THENCE, departing the said north line of Warren Parkway and along the east line
of said Lot 2, the following five (5) calls: 
 North 11 degrees, 59 minutes, 12 seconds West, a distance of 15.02 feet to
a 1/2-inch iron rod with “Pacheco Koch” cap found at the beginning of a non-tangent curve to the right; 
 In
northerly direction, along said curve to the right, having a central angle of 11 degrees, 55 minutes, 23 seconds, a radius of 881.50 feet, a chord bearing and distance of North 05 degrees, 02 minutes, 48 seconds West, 183.11 feet, an arc distance of
183.44 feet to a “+” cut in concrete found at the end of said curve; North 00 degrees, 54 minutes, 53 seconds East, a distance of 263.98 feet to a “+” cut in concrete found at the beginning of a tangent curve to the right;

 In a northerly direction, along said curve to the right, having a central angle of 07 degrees, 30 minutes, 51 seconds, a
radius of 1,316.01 feet, a chord bearing and distance 

  
 Exhibit A-1 -
Page 1 








 
of North 04 degrees, 40 minutes, 19 seconds East, 172.47 feet, an arc distance of 172.59 feet to a “+” cut in concrete found at the end of said curve, said point being the beginning of
a reverse curve to the left; 
 In a northerly direction, along said curve to the left, having a central angle of 07 degrees, 31
minutes, 14 seconds, a radius of 1,439.75 feet, a chord bearing and distance of North 04 degrees, 40 minutes, 07 seconds East, 188.84 feet, an arc distance of 188.98 feet to a “+” cut in concrete found for comer, said point being the
northwest comer of said Lot 1, the northeast corner of said Lot 2, the southeast comer of Lot 3, Block A, Parkwood @ Frisco Bridges, an addition to the City of Frisco, Texas according to the plat recorded in Cabinet 2006, Page 376 of said Plat
Records and the southwest corner of Lot 2R, Block A of said Parkwood @ Frisco Bridges; 
 THENCE, South 89 degrees, 05 minutes, 15 seconds East,
along the south line of said Lot 2R and the south line of Lot lR, Block A, Parkwood @ Frisco Bridges, an addition to the City of Frisco, Texas according to the plat recorded in Cabinet 2006, Page 200 of said Plat Records, at a distance of 262.91
feet passing the southeast corner of said Lot 2R and the southwest corner of said Lot 1R, continuing in all a total distance of 697.58 feet to a 5/8-inch iron rod with “PBS&J” cap found for corner in the said west line of Parkwood
Boulevard, said point being the southeast corner of said Lot 1R and in a non-tangent curve to the left; 
 THENCE, along the said west line of
Parkwood Boulevard, the following three (3) calls: 
 In a southwesterly direction, along said non-tangent curve to the
left, having a central angle of 28 degrees, 01 minutes 18 seconds, a radius of 1,064.00 feet, a chord bearing and distance of South 17 degrees, 15 minutes, 39 seconds West, 515.20 feet, an arc distance of 520.37 feet to a 5/8-inch iron rod with
“PBS&J” cap found at the end of said curve; 
 South 10 degrees, 13 minutes, 57 seconds West, a distance of 66.29
feet to a 5/8-inch iron rod with “PBS&J” cap found at an angle point; 
 South 00 degrees, 56 minutes, 21 seconds
East, a distance of 193.21 feet to the POINT OF BEGINNING: 
 CONTAINING, 471,733 square feet or 10.829 acres of land, more or less. 


  
 Exhibit A-1
Page 2 








 EXHIBIT A-2 
 DESCRIPTION OF DUKE BRIDGES PROJECT II LAND 
 DESCRIPTION, of an 11.744 acre tract of land
situated in the G.A. Martin Survey, Abstract No. 149, Collin County, Texas; said tract being all of Lot 2R, Block A, Parkwood @ Frisco Bridges, an addition to the City of Frisco, Texas according to the plat thereof recorded in Cabinet 2006,
Page 376 of the Map Records of Collin County, Texas and part of that tract of land described in Special Warranty Deed to Duke Construction Limited Partnership recorded in Document Number 20060407000458820 of the Deed Records of Collin County, Texas;
said 11.744 acre tract being more particularly described as follows: 
 BEGINNING, a “+” cut in concrete found in McCandless Way (a
60-foot wide Public Way); said point being the westernmost southwest corner of said Lot 2R and a re-entrant corner of Lot 3, of said Block A; 

THENCE, North 00 degrees, 18 minutes, 49 seconds East, departing said McCandless Way and along an east line of said Lot 3, a distance of 375.00 feet to a
1/2-inch iron rod with “Pacheco Koch” cap found for corner; said point being a re-entrant corner of said Lot 3; 
 THENCE, North 89
degrees 48 minutes 36 seconds East, along a south line of said Lot 3, a distance of 165.42 feet to a 1/2-inch iron rod found for corner; said point being the northernmost southeast corner of said Lot 3 and the southwest corner of that certain tract
of land described in Special Warranty Deed to Pansy Family Limited Partnership recorded in Volume 4009, Page 1 of said Deed Records; 
 THENCE,
North 89 degrees, 48 minutes, 36 seconds East, along the south line of said Pansy Family Limited Partnership tract, a distance of 686.85 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found for corner; said point being the northwest
corner of Lot 1R, Block A, Parkwood @ Frisco Bridges, an addition to the City of Frisco, Texas according to the plat thereof recorded in Cabinet N, Page 655 of said Map Records; 
 THENCE, departing the said south line of the Pansy Family Limited Partnership tract and along the west line of said Lot 1R, the following three (3) calls: 

South 00 degrees, 11 minutes, 24 seconds East, a distance of 501.28 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found
for corner; 
 South 89 degrees, 48 minutes, 36 seconds West, a distance of 91.91 feet to a 1/2-inch iron rod with “Pacheco
Koch” cap found for corner; 
 South 00 degrees, 11 minutes, 24 seconds East, a distance of 370.52 feet to a 1/2-inch iron
rod with “Pacheco Koch” cap found for corner on the north line of Lot 1, Block A, Duke Office Park, an addition to the City of Frisco, Texas according to the plat thereof recorded in Cabinet 2006, Page 201 of said Map Records, said point
being the southwest corner of said Lot 1R; 

  
 Exhibit A-2
Page 1 








 THENCE, North 89 degrees, 05 minutes, 15 seconds West, along the said north line of Lot 1, a distance of
262.91 feet to a cut “+” in concrete found for corner, said point being the northwest corner of said Lot 1, the northeast corner of Lot 2, Block A of said Duke Office Park and the beginning of a non-tangent curve to the left; 

THENCE, in a northwesterly direction, along said curve to the left, having a central angle of 93 degrees 14 minutes, 56 seconds, a radius of 482.80 feet,
a chord bearing and distance of North 45 degrees, 42 minutes, 40 seconds West, 701.86 feet, an arc distance of 785.76 feet to the POINT OF BEGINNING; 
 CONTAINING, 511,554 square feet or 11.744 acres of land, more or less. 

  
 Exhibit A-2
Page 2 








 EXHIBIT B 
 LIST OF OPERATING AGREEMENTS 
 DUKE BRIDGES I PROJECT 

 

	 	1.	Service Contract dated March 7, 2011 with Johnson Controls, Inc. 

  

	 	2.	Service Contract dated July 1, 2010 with Thyssenkrupp Elevator Corporation 


 

	 	3.	Service Contract dated August 27, 2010 with Siemens Industry 

  

	 	4.	Service Contract dated October 1, 2009 with Precision Landscape Management, LP 


 

	 	5.	Service Contract dated October 1, 2009 with Myers Pest & Termite Services, Inc. 


 

	 	6.	Service Contract dated November 1, 2008 with Commercial Building Maintenance, Inc. 


 

	 	7.	Proposal for Interior Landscaping Plant & Container Rental dated March 15, 2010, with Ambius, Inc. 


 

	 	8.	Contract dated September 22, 2008, with Citywide Building Services, Inc. 


 

	 	9.	Retail Energy Service Agreement dated July 22, 2009 with Hudson Energy Services, LLC 


 

	 	10.	Retail Energy Service Agreement dated August 20, 2010 with Hudson Energy Services, LLC (the “Hudson Agreement”) 


DUKE BRIDGES II PROJECT 
  

	 	1.	Service Contract dated March 7, 2011 with Johnson Controls, Inc. 

  

	 	2.	Service Contract dated July 1, 2010 with Thyssenkrupp Elevator Corporation 


 

	 	3.	Service Contract dated August 27, 2010 with Siemens Industry 

  

	 	4.	Service Contract dated October 1, 2009 with Precision Landscape Management, LP 


 

	 	5.	Service Contract dated October 1, 2009 with Myers Pest & Termite Services, Inc. 


 

	 	6.	Proposal for Interior Landscaping Plant & Container Rental dated March 15, 2010, with Ambius, Inc. 


 

	 	7.	Contract dated March 14, 2008, with Citywide Building Services, Inc. 


 

	 	8.	Contract dated November 10, 2006 with The Lake Doctor. 


  
 Exhibit B -
Page 1 








 EXHIBIT C 
 PERMITTED EXCEPTIONS 
  

	1.	The following restrictive covenants of record itemized below: 

 Volume 4070, Page 23; Volume 4332, Page 1374; Volume 4431, Page 689; Volume 4449, Page 1087 and under Document No. 20060719001009330; 20061226001803070 and 20061226001803060; Real Property Records,
Collin County, Texas, and under Clerk’s File Number 20061226001803070, aforesaid records; and in Volume 2006, Page 376; Volume 2006, Page 201 and Volume 2006, Page 252, Map Records, Collin County, Texas and Volume 4518, Page 2061, Volume 4720,
Page 2016, Volume 5053, Page 4729, Volume 5271, Page 3541, Volume 5534, Page 5089, Volume 5619, Page 1868 and under Clerk’s file 20060421000537180, but omitting any covenant or restriction based on race, color, religion, sex, handicap, familial
status or national origin unless and only to the extent that said covenant (a) is exempt under Chapter 42, Section 3607 of the United States Code or (b) relates to handicap but does not discriminate against handicapped persons.

  

	2.	Homestead or community property or survivorship rights, if any, of any spouse of any insured. 


 

	3.	Any titles or rights asserted by anyone, including, but not limited to, persons, the public, corporations, governments or other entities, 


	 	a.	to tidelands, or lands comprising the shores or beds of navigable or perennial rivers and streams, lakes, bays, gulfs or oceans, or 


	 	b.	to lands beyond the line of the harbor or bulkhead lines as established or changed by any government, or 


	 	c.	to filled in lands, or artificial islands, or 


	 	d.	to statutory water rights, including riparian rights, or 


	 	e.	to the area extending from the line of mean low tide to the line of vegetation, or the rights of access to that area or easement along and across that area.


  

	4.	Standby fees, taxes and assessments by any taxing authority for the year 2011 and subsequent years; and subsequent taxes and assessments by any taxing authority for
prior years due to change in land usage or ownership, but not those taxes or assessments for prior years due to change in land usage or ownership, but not those taxes or assessments for prior years because of an exemption granted to a previous owner
of the property under Section 11.13, Texas Tax Code, or because of improvements not assessed for a previous tax year. 

  

	5.	Rights of tenants in possession, as tenants only, under unrecorded lease agreements. 


 

	6.	The following according to the plat thereof recorded in Volume 2006, Page 376, Map Records, Collin County, Texas (Affects Tract I): 


 

	 	a.	Fifteen (15) foot drainage easements; 


  
 Exhibit C -
Page 1 









	 	b.	Fifteen (15) foot water easements; 


	 	c.	Twenty four (24) foot fire lane, mutual access & utility easement; 


	 	d.	Ten (10) foot by ten (10) foot water easements; 


	 	e.	Variable width water easements; 


	 	f.	Ten (10) foot utility easement; 


	 	g.	Fifteen (15) foot TXU easements; 


	 	h.	Fifteen (15) foot sanitary sewer easements; 


	 	i.	Ten (10) foot water easements; 


	 	j.	Fifteen (15) foot fire lane, mutual access and utility easement; and 


	 	k.	Variable width pond “A” drainage and detention easement. 

 (Affects Tract I) 
  

	7.	Terms, provisions, easements and conditions contained in Drainage Easement Agreement executed by and between Duke Realty Limited Partnership, an Indiana limited
partnership, and Sealy Parkwood, L.P., a Georgia limited partnership, dated March 1, 2005, filed for record on March 1, 2005 and recorded in Volume 5866, Page 5174, Land Records, Collin County, Texas. (Affects Tract I)


  

	8.	Terms, provisions, easements and conditions contained in Easement Agreement executed by and between Sealy Parkwood, L.P., a Georgia limited partnership and Duke Realty
Limited Partnership, an Indiana limited partnership, dated March 1, 2005, filed for record on March 1, 2005 and recorded in Volume 5866, Page 5187, Land Records, Collin County, Texas. (Affects Tract I) 


 

	9.	Terms, conditions and provisions contained in Lease Agreement between Duke Realty Limited Partnership, an Indiana limited partnership, as Lessor, and Voicestream GSM I
Operating Company, LLC, a Delaware limited liability company, as Lessee, dated November 4, 2005, a memorandum of which was filed for record on November 22, 2005 and recorded in Volume 6051, Page 198, Land Records, Collin County, Texas.
(Affects Tract I) 

  

	10.	Terms, provisions, conditions, easements, assessments and liens securing assessments for Frisco Bridges as set out in covenants and restrictions recorded in/under
Volume 4070, Page 23; volume 4332, Page 1374; Volume 4431, Page 689; Volume 4449, Page 1087; under Clerk’s File Number 20060719001009330; under Clerk’s File Number 20061226001803060 and under Clerk’s File Number 20061226001803070; and
Volume 4518, Page 2061, Volume 4720, Page 2016, Volume 5053, Page 4729, Volume 5271, Page 3541, Volume 5534, Page 5089, Volume 5619, Page 1868 and under Clerk’s file 20060421000537180, Real Property Records, Collin County, Texas. (Affects all
Tracts) 

  

	11.	Artwork Easement executed by Duke Construction Limited Partnership, an Indiana limited partnership, to GE commercial Finance Business Property Corporation, a Delaware
corporation, dated December 21, 2006, filed December 26, 2006, recorded in/under clerk’s File Number 20061226001803090, Real Property Records, Collin County, Texas. (Affects all Tracts) 


  
 Exhibit C -
Page 2 









	12.	The following according to the plat thereof recorded in Volume 2006, Page 201, Map Records, Collin County, Texas. (Affects Tract II) 


 

	 	a.	Ten (10) foot, fifteen (15) foot and variable width water easement(s); 


	 	b.	Twenty four (24) foot and variable width fire lane, access and utility easement(s); 


	 	c.	Ten (10) foot and fifteen (15) foot street easement(s); 


	 	d.	Four hundred fifty (450) square foot corner clip; 


	 	e.	Twelve (12) foot, twenty-six and one-half (26.5) foot and variable width fire lane, mutual access and utility easement(s); 


	 	f.	One hundred twenty (120) foot building setback line; 


	 	g.	One hundred (100) foot building setback line; 


	 	h.	Fifty (50) foot landscape easement and parking setback line; 


	 	i.	Five (5) foot by fifteen (15) foot water easement; 


	 	j.	Twelve (12) foot by fifteen (15) foot water easement; 


	 	k.	Variable width TXU easement(s); and 


	 	l.	Fifteen (15) foot sewer easement. 

  

	13.	Thirty foot landscape easement and parking setback along the south side of the property and fifty foot wide along the east side of the property set out in volume 4070,
page 23, Land Records, Collin County, Texas. 

  

	14.	Easement granted by Gaylord Properties, LP to Denton County Electric Cooperative, Inc., dated October 22, 1998, filed for record on November 6, 1998 and
recorded in Volume 4289, Page 93, Land Records, Collin County, Texas; and as shown on plat recorded in Volume 2006, Page 201, Map Records, Collin County, Texas. (Affects Tract II) 


 

	15.	Terms, conditions and provisions contained in Lease Agreement between Duke Realty Limited Partnership, an Indiana limited partnership, as Lessor, and Voicestream GSM I
Operating Company, LLC, a Delaware limited liability company, as Lessee, dated November 4, 2005, a memorandum of which was filed for record on November 22, 2005 and recorded in Volume 6051, Page 207, Land Records, Collin County, Texas.
(Affects Tract II) 


  
 Exhibit C -
Page 3 








 EXHIBIT D 

LIST OF DELIVERIES 

Summary of Included Documents 

	 	1.	Offering Memorandum / Executive Summary 


	 	2.	Rent Rolls 


	 	3.	Lease Agreements 


	 	a.	T-Mobile 


	 	b.	EFA Processing / DebtXS 


	 	4.	Financial Information 


	 	a.	Budgets 


	 	b.	Expense Reimbursements 


			
	i.	  	 Billbacks



	 	c.	Argus Models 


	 	d.	Property Operating Statements 


	 	5.	General Building Information 


	 	a.	Building Plans 


	 	b.	Duke Bridges I 


			
	i.	  	 Structural

	ii.	  	 Record Drawings

	iii.	  	 Plumbing

	iv.	  	 Landscape

	v.	  	 Fire Protection

	vi.	  	 Architectural



	 	c.	Duke Bridges II 


			
	i.	  	 Other

	ii.	  	 Mechanical-Electrical-Plumbing

	iii.	  	 Construction

	iv.	  	 Food Service

	v.	  	 Electrical



	 	d.	Floor Plans 


	 	e.	Photos 


	 	6.	Warranties 


	 	a.	Duke Bridges I 


	 	b.	Duke Bridges II 


	 	7.	Service Contracts 


	 	8.	LEED Existing Building Phase I 


	 	9.	Property Condition Reports 


	 	10.	Environmental Site Assessment 


	 	11.	Title/Survey Related Documents 

 Online War
Room Documents as Presented: 
 Offering Memorandum / Executive Summary 

	 	1.	Duke Bridges I & II_Flyer.pdf 


	 	2.	Duke Bridges I & II – HFF OM Final.pdf 


Rent Rolls 

	 	1.	Rent_roll-duke bridges i.pdf 


	 	2.	Rent roll duke II.xls 


  
 Exhibit
D - Page 1 








 Lease Agreements 
 DB II Staubach Leasing comm agreement.pdf 
 DB II Staybach comm waiver letter.pdf 

	 	1.	T-Mobile 


	 	a.	20071113Unconditional Guaranty of Lease CV 1(2).PDF 


	 	b.	20071113_Third Lease Amendment DB1.PDF 


	 	c.	20071113_Second Lease Amendment DB I.PDF 


	 	d.	20071113_Office Lease DB I.PDF 


	 	e.	20071113_Fourth Lease Amendment DB I.PDF 


	 	f.	20071113_First Lease Amendment DB I.PDF 


	 	g.	20071113_Fifth Lease Amendment DB I.PDF 


	 	h.	20071113_Unconditional Guaranty of Lease T-Mobile DB II(2).PDF 


	 	i.	20071113_Second Lease Amendment DB II.PDF 


	 	j.	20071113_Office Lease DB II. PDF 


	 	k.	20071113_First Lease Amendment DB II.PDF 


	 	l.	lease t-mobile_dbi.pdf 


	 	m.	 1st amendment t-mobile_dbi.pdf 



	 	n.	 2nd amendment t-mobile_dbi.pdf 



	 	o.	 3rd amendment t-mobile_dbi.pdf 



	 	p.	 4th amendment t-mobile_dbi.pdf 



	 	q.	 5th amendment t-mobile_dbi.pdf 



	 	r.	duke bridges i – t-mobile short form lease abstract.pdf 


	 	s.	20071113_unconditional guaranty of lease t-mobile db i.pdf 


	 	t.	 db ii –
lease-1st amdmt-2nd amdment.pdf 



	 	u.	t-mobile short form lease abstract_2.pdf 


	 	v.	long form lease abstract – duke ii.pdf 


	 	w.	db ii – t mobile leasing commission agreement.pdf 


	 	x.	20071113_unconditional guaranty of lease t-mobile db ii.pdf 


	 	2.	EFA Processing / DebtXS 


	 	a.	xxxDebtXS Sublease.pdf 


	 	b.	plugin-76113v1_dbidebtxs_assiignment_of_lease_to_efa_data.pdf 


	 	c.	LetterofUnderstanding.pdf 


	 	d.	Letter DebtXS_signed(2).pdf 


	 	e.	First Lease Amendment DebtXS DB II.PDF 


	 	f.	20071113_Unconditional Guaranty of Lease Debt XS DB II.PDF 


	 	g.	20071113_Sublease of Premises DebtXS DB II.PDF 


	 	h.	20071113_Office Lease Debt XS DB II.PDF 


	 	i.	20071113_Letter of Understanding Debt XS DB II.PDF 


	 	j.	Letter DebtXS_signed.pdf 


	 	k.	KanAm – DebtXS Letter.DOC 


	 	l.	Debtxs-lease_dbi.pdf 


	 	m.	 1st amendment debtxs_dbi.pdf 



	 	n.	duke bridges I – debtxs short form lease abstract.pdf 


	 	o.	db I debtxs assignment of lease to efa data.pdf 


	 	p.	20071113_unconditional guaranty of lease debt xs db i.pdf 

 Financial Information 
 TMobile Janitorial ltr with signature.TIF 

	 	1.	Budgets 


	 	a.	BUDGET 2011 – DBI – 7668 Warren Pkwy.xlsx 


	 	b.	BUDGET 2011 – Duke 2.xls 


	 	2.	Expense Reimbursements 


	 	a.	2009reconciliation_dbi_revised.xls 


	 	b.	2009 reconciliation db2 revised.xlsx 


	 	c.	budget 2010 opex escalation – duke i.xls 


	 	d.	budget 2010 opex escalation duke 2.xls 


  
 Exhibit
D – Page 2 









	 	e.	Billbacks 


			
	i.	  	 EFA-Sept.10.pdf

	ii.	  	 EFA-July10.pdf

	iii.	  	 EFA-Aug.10.pdf

	iv.	  	 Document.pdf

	v.	  	 2010.04 – billback – duke ii.pdf

	vi.	  	 2010.03 – billback – duke ii.pdf

	vii.	  	 2010.02 – billback – duke ii.pdf

	viii.	  	 2010.01 – billback – duke ii.pdf

	ix.	  	 2010.04_billbacks_t-mobile_duke i.pdf

	x.	  	 2010.03_billbacks_t-mobile_duke i.pdf

	xi.	  	 2010.02_billbacks_t-mobile_duke i.pdf

	xii.	  	 2010.01_billbacks_t-mobile_duke i.pdf

	xiii.	  	 2010.04_billbacks_efa_duke i.pdf

	xiv.	  	 2010.03_billbacks_efa_duke i.pdf

	xv.	  	 2010.02_billbacks_efa_duke i.pdf

	xvi.	  	 2010.01_billbacks_efa_duke i.pdf



	 	3.	Argus Models 


	 	a.	Duke Bridges Portfolio – 2011.02.15.SF 


	 	b.	Duke Bridges II – 2011.02.15.SF 


	 	c.	Duke Bridges I – 29011.02.15.SF 


	 	4.	Property Operating Statements 


	 	a.	DB II YE 2010 financials.pdf 


	 	b.	DB I YE 2010 financials.pdf 


	 	c.	DB I & II – YE 2010 unaudited statements.pdf 


	 	d.	DB2 – Operating Statement – 8.10.pdf 


	 	e.	DBI – Operating Statement – 8.10.pdf 


	 	f.	op statement – 2008 – duke i.pdf 


	 	g.	op statement – 2009 – duke I.pdf 


	 	h.	budget 2010_dbi.pdf 


	 	i.	2008.12 – stmt of ops – duke ii.pdf 


	 	j.	2009.12 – financial statements duke ii.pdf 


	 	k.	budget 2010 revised – duke 2 summery.pdf 


General Building Information 

Duke Bridges I&II Loss Summary.xlsx 

Building Operation Report 3-2010 part 4.pdf 

Building Operation Report 3-2010 part 3.pdf 

Building Operation Report 3-2010 part 2.pdf 

Building Operation Report 3-2010 part 1.pdf 

Building Operation Assessment 12-09 part 3.pdf 

Building Operation Assessment 12-09 part 2.pdf 

Building Operation Assessment 12-09 part 1.pdf 

Thermo. Inspection – DBII.pdf 
 Therm.
Inspection – DFI.pdf 
 Repairs to York YSWD Units_12-10-2010_Revision # 1.pdf 
 Inventory Property.docs 
 Temp C of O Certificate Floors 12 06-27-06.pdf 

Shell C of O.pdf 
 Permanent C of O –
ShellTIKitchen.pdf 
 Permanent C of O – ShellTIKitchen (2).pdf 
 B05-3972 – Duke Bridges II Shell Building Permit.pdf 
 B06-0492 T-Mobile TI – Kitchen Not
Included.pdf 
 B-06-1021 T-Mobile Kitchen.pdf 
 Tenant C O ‘s.pdf 
 Certificate of occupancy.pdf 

  
 Exhibit
D – Page 3 








 Bldg Permit.pdf 
 a505-05091.pdf 
 a504-05091.pdf 
 a502-05091.pdf 
 a501-05091.pdf 
 a404-05091.pdf 
 a402-05091.pdf 
 a401-05091.pdf 
 a307-05091.pdf 
 a305-05091.pdf 
 a303-05091.pdf 
 a302-05091.pdf 
 a301-05091.pdf 
 a205-05091.pdf 
 a204-05091.pdf 
 a203-05091.pdf 
 a202-05091.pdf 
 a201-05091.pdf 
 a103-05091.pdf 
 a102-05091.pdf 
 a101-05091.pdf 
 a002-05091.pdf 
 stacking plan – dbii.xls 

stacking plan_duke bridges I.pdf 
 59.
certificate of occupancy (both buildings).pdf 

	 	1.	Building Plans 


	 	a.	Site Plan Both Buildings.TIF 


	 	b.	T-Mobile 50% scan.pdf 


	 	c.	Building A 50% scan.pdf 


	 	d.	Duke Bridges I 


			
	i.	  	 DB I A2.01 Overall First Floorbvxcz Plan.dwg

	ii.	  	 DB I A1.02 Overall Second Floor Plan.dwg

	iii.	  	 DB I A2.03 Overall Third Floor Plan.dwg

	iv.	  	 Structural

		  	 1.      S1001.dwg

2.      S401D.dwg

3.      S401C.dwg

4.      S401B.dwg

5.      S401A.dwg

6.      S301C.dwg

7.      S301B.dwg

8.      S301A.dwg

9.      S201D.dwg

10.    S201C.dwg

11.    S201B.dwg

12.    S201A.dwg

13.    S101C.dwg

14.    S101B.dwg

15.    S101A.dwg

16.    S901.dwg

17.    S802.dwg

18.    S801.dwg

19.    S701.dwg

20.    S601.dwg

21.    S501.dwg

22.    S401.dwg



  
 Exhibit
D – Page 4 









			
		  	 23.    S301.dwg

24.    S201.dwg

25.    S101.dwg

	v.	  	 Record Drawings

		  	 1.      FO-E5.03B.DWG

2.      FO-E5.03A.DWG

3.      FO-E5.02B.DWG

4.      FO-E5.02A.DWG

5.      FO-E5.01B.DWG

6.      FO-E5.01A.DWG

7.      FO-E4.03B.DWG

8.      FO-E4.03A.DWG

9.      FO-E4.02B.DWG

10.    FO-E4.02A.DWG

11.    FO-E4.01B.DWG

12.    FO-E4.01A.DWG

13.    FO-E3.04B.DWG

14.    FO-E3.04A.DWG

15.    FO-E3.03B.DWG

16.    FO-E3.03A.DWG

17.    FO-E3.02B.DWG

18.    FO-E3.02A.DWG

19.    FO-E3.01B.DWG

20.    FO-E3.01A.DWG

21.    FO-E6.4.DWG

22.    FO-E6.3.DWG

23.    FO-E6.2.DWG

24.    FO-E6.1.DWG

25.    FO-E6.0.DWG

26.    FO.E2.0.DWG

27.    FO.E1.0.DWG

28.    FO.E0.2.DWG

29.    FOE0.1.DWG

30.    FO24X36.DWG

	vi.	  	 Plumbing

		  	 1.      09 – P5.0 (Schedules &
Details).dwg
 2.      08 – P4.0B (Roof – Section
B).dwg
 3.      07 – P4.0A (Roof – Section A).dwg

4.      06 – P3.0B
(3rd Floor – Section B).dwg

5.      05 – P3.0A
(3rd Floor – Section A).dwg

6.      04 – P2.0B
(2nd Floor – Section B).dwg

7.      04 – P2.0A
(2nd Floor – Section A).dwg

8.      03 – P1.0B (1st Floor – Section B).dwg

9.      01 – P1.0A
(1st Floor – Section A).dwg

	vii.	  	 Landscape

		  	 1.      LS-4.dwg

2.      LS-3.dwg

3.      LS-2.dwg

4.      LS-1.dwg

5.      BASE.dwg

	viii.	  	 Fire Protection

		  	 1.      Site Plan Fire Spkrs.dwg

2.      3rd Floor Fire Spkrs rev..dwg

3.      2nd Floor Fire Spkrs rev..dwg

4.      1st Floor Fire Spkrs 2 rev..dwg

	ix.	  	 Architectural



  
 Exhibit
D – Page 5 









			
		  	 1.      A3.02 Second Floor Reflected Ceiling Plan.dwg

2.      A3.03 Third Floor Reflected Ceiling Plan.dwg

3.      A3.01 First Floor Reflected Ceiling Plan.dwg

4.      A8.01 Door Schedules & Finish Schedule.dwg

5.      A2.01 Overall First Floorbvxcz Plan.dwg

6.      A2.02B Enlarged Second Floor Plan.dwg

7.      A2.02A Enlarged Second Floor Plan.dwg

8.      A2.03B Enlarged Third Floor Plan.dwg

9.      A2.03A Enlarged Third Floor Plan.dwg

10.    A2.01B ENLARGED FIRST FLOOR PLAN.dwg

11.    A2.01A ENLARGED FIRST FLOOR PLAN.dwg

12.    A5.99 Sightline Section Studies.dwg

13.    A2.02 Overall Second Floor Plan.dwg

14.    A6.01 DOOR & WINDOW ELEVATIONS.dwg

15.    A2.03 Overall Third Floor Plan.dwg

16.    A4.20 Interior Lobby Sections.dwg

17.    A6.05 Entry Canopy Details .dwg

18.    A6.04 Entry Canopy Details.dwg

19.    A5.10 Wall Section Details.dwg

20.    A2.22 Enlarged Lobby Plans.dwg

21.    A4.03 Exterior Elevations.dwg

22.    A4.02 Exterior Elevations.dwg

23.    A4.01 Exterior Elevations.dwg

24.    A1.02 HARDSCAPING DETAILS.dwg

25.    A0.05 Accessibility Sheet.dwg

26.    A4.04 Exterior Elevation.dwg

27.    A2.12 Enlarged Plans.dwg

28.    A2.11 Enlarged Plans.dwg

29.    A2.10 Enlarged Plans.dwg

30.    A5.03 Wall Sections.dwg

31.    A5.02 WALL SECTIONS.dwg

32.    A5.01 Wall Sections.dwg

33.    A4.21 Lobby Details.dwg

34.    A3.22 Enlarged RCP.dwg

35.    A3.11 Enlarged RCP.dwg

36.    A2.31 Plan Details.dwg

37.    A0.00 Cover Sheet.dwg

38.    A2.04 Roof Plan.dwg

39.    A1.01 Site Plan.dwg

40.    A6.03 Details.dwg

41.    A6.02
Details.dwg



	 	e.	Duke Bridges II 


			
	i.	  	 DB II Site Plan A101.TIF

	ii.	  	 DB II Overall Third Floor Plan A203.TIG

	iii.	  	 DB II Overall Second Floor Plan S202.TIF

	iv.	  	 Other

		  	 1.      CIVIL COVER.TIF

2.      SP10.TIF

3.      S2-01C.TIF

4.      S10-1.TIF

5.      S4-1B.TIF

6.      S4-1A.TIF

7.      S3-1B.TIF

8.      S3-1A.TIF

9.      S2-1B.TIF

10.    S2-1A.TIF



  
 Exhibit
D – Page 6 









			
		  	 11.    S1-1B.TIF

12.    S1-1A.TIF

13.    S9-1.TIF

14.    S8-2.TIF

15.    S8-1.TIF

16.    S7-1.TIF

17.    S6-1.TIF

18.    S5-2.TIF

19.    S5-1.TIF

20.    P-5.TIF

21.    P-4.TIF

22.    P-3.TIF

23.    P-2.TIF

24.    P-1.TIF

25.    M1-5.TIF

26.    M1-4.TIF

27.    M1-3.TIF

28.    M1-2.TIF

29.    M1-1.TIF

30.    M1-0.TIF

31.    LS-3.TIF

32.    LS-1.TIF

33.    L2-2.TIF

34.    IR-3.TIF

35.    IR-2.TIF

36.    IR-1.TIF

37.    FS4.TIF

38.    FS3.TIF

39.    FS2.TIF

40.    E.02.TIF

41.    E5-03B.TIF

42.    E5-03A.TIF

43.    E5-02B.TIF

44.    E5-02A.TIF

45.    E5-01B.TIF

46.    E5-01A.TIF

47.    E4-03B.TIF

48.    E4-03A.TIF

49.    E4-02B.TIF

50.    E4-02A.TIF

51.    E4-01B.TIF

52.    E4-01A.TIF

53.    E3.04B.TIF

54.    E3-04A.TIF

55.    E3-03B.TIF

56.    E3-03A.TIF

57.    E3-02B.TIF

58.    E3-02A.TIF

59.    E3-01B.TIF

60.    E3-01A.TIF

61.    E6-2.TIF

62.    E6-1.TIF

63.    E6-0.TIF

64.    E2-0.TIF

65.    E1-0.TIF

66.    E0-1.TIF



  
 Exhibit
D – Page 7 









			
		  	 67.    C7-1.TIF

68.    C6-0.TIF

69.    C5-0.TIF

70.    C4.3.TIF

71.    C4-2.TIF

72.    C4-1.TIF

73.    C4.0.TIF

74.    C3-2.TIF

75.    CE-0.TIF

76.    C2-1.TIF

77.    C2-0.TIF

78.    C1-0.TIF

79.    C31.TIF

80.    A203-05091.DWG

81.    A202-05091.DWG

82.    A201-05091.DWG

83.    A302A.TIF

84.    A505.TIF

85.    A504.TIF

86.    A503.TIF

87.    A502.TIF

88.    A501.TIF

89.    A404.TIF

90.    A402.TIF

91.    A401.TIF

92.    A307.TIF

93.    A305.TIF

94.    A303.TIF

95.    A302.TIF

96.    A301.TIF

97.    A205.TIF

98.    A204.TIF

99.    A203.TIF

100. A202.TIF

101. A103.TIF

102. A102.TIF

103. A101.TIF

104. A6-3.TIF

105. A001.TIF

	v.	  	 Mechanical_Electrical_Plumbing

		  	 1.      P2-03b.TIF

2.      P2-03a.TIF

3.      P2-02b.TIF

4.      P2-02a.TIF

5.      P2-01c.TIF

6.      P2-01b.TIF

7.      P2-01a.TIF

8.      P2-00c.TIF

9.      P2-00b.TIF

10.    P2-00a.TIF

11.    P3-01.TIF

12.    MP4-02.TIF

13.    MP4-01.TIF

14.    MEP1-03.TIF

15.    MEP1-02.TIF

16.    M2-03b.TIF



  
 Exhibit
D – Page 8 









			
		  	 17.    M2-03a.TIF

18.    M2-02b.TIF

19.    M2-02a.TIF

20.    M2-01c.TIF

21.    M2-01b.TIF

22.    M2-01a.TIF

	vi.	  	 Construction

		  	 1.      i9-30.TIF

2.      i9-20.TIF

3.      i9-10.TIF

4.      i8-05.TIF

5.      i8-04.TIF

6.      i8-03.TIF

7.      i8-02.TIF

8.      i8-01.TIF

9.      i7-07.TIF

10.    i7-06.TIF

11.    i7-05.TIF

12.    i7-04.TIF

13.    i7-03.TIF

14.    i7-02.TIF

15.    i7-01.TIF

16.    i6-03.TIF

17.    i6-02.TIF

18.    i6-01.TIF

19.    i5-32.TIF

20.    i5-31.TIF

21.    i5-30.TIF

22.    i5-22.TIF

23.    i5-21.TIF

24.    i5-20.TIF

25.    i5-12.TIF

26.    i5-11.TIF

27.    i5-10.TIF

28.    i4-62.TIF

29.    i4-61.TIF

30.    i4-60.TIF

31.    i4-52.TIF

32.    i4-51.TIF

33.    i4-50.TIF

34.    i4-42.TIF

35.    i4-41.TIF

36.    i4-40.TIF

37.    i4-32.TIF

38.    i4-31.TIF

39.    i4-30.TIF

40.    i4-22.TIF

41.    i4-21.TIF

42.    i4-20.TIF

43.    i4-12.TIF

44.    i4-11.TIF

45.    i4-10.TIF

46.    i3-32.TIF

47.    i3-31.TIF

48.    i3-30.TIF

49.    i3-22.TIF



  
 Exhibit
D – Page 9 









			
		  	 50.    i3-21.TIF

51.    i3-20.TIF

52.    i3-12.TIF

53.    i3-11.TIF

54.    i3-10.TIF

55.    i2-40.TIF

56.    i2-32.TIF

57.    i2-31.TIF

58.    i2-30.TIF

59.    i2-22.TIF

60.    i2-21.TIF

61.    i2-20.TIF

62.    i2-12.TIF

63.    i2-11.TIF

64.    i2-10.TIF

65.    i0.01.TIF

	vii.	  	 Food Service

		  	 1.      FS-6.TIF

2.      FS-5.TIF

3.      FS-4.TIF

4.      FS-3.TIF

5.      FS-2.TIF

6.      FS-1.TIF

	viii.	  	 Electrical

		  	 1.      E3-03b.TIF

2.      E3-03a.TIF

3.      E3-02B.TIF

4.      E3-02a.TIF

5.      E3-01b.TIF

6.      E3-01a.TIF

7.      E2-03b.TIF

8.      E2-03a.TIF

9.      E2-02b.TIF

10.    E2-02a.TIF

11.    E2-01b.TIF

12.    E2-01a.TIF

13.    E7-01.TIF

14.    E6-03.TIF

15.    E6-02.TIF

16.    E6-01.TIF

17.    E5-01.TIF

18.    E4-01.TIF



	 	f.	Floor Plans 


			
	i.	  	 776-A701.dwg

	ii.	  	 776-A621.dwg

	iii.	  	 776-A611.dwg

	iv.	  	 776-A601.dwg

	v.	  	 776-A513.dwg

	vi.	  	 776-A512.dwg

	vii.	  	 776-A511.dwg

	viii.	  	 776-A423.dwg

	ix.	  	 776-A422.dwg

	x.	  	 776-A421.dwg

	xi.	  	 776-A413.dwg

	xii.	  	 776-A412.dwg

	xiii.	  	 776-A411.dwg



  
 Exhibit
D – Page 10 









			
	xiv.	  	 776-A301.dwg

	xv.	  	 776-A220.dwg

	xvi.	  	 776-A216.dwg

	xvii.	  	 776-A215.dwg

	xviii.	  	 776-A214.dwg

	xix.	  	 776-A213.dwg

	xx.	  	 776-A212.dwg

	xxi.	  	 776-A211.dwg

	xxii.	  	 776-A210.dwg

	xxiii.	  	 776-A132.dwg

	xxiv.	  	 776-A131.dwg

	xxv.	  	 776-A123.dwg

	xxvi.	  	 776-A122.dwg

	xxvii.	  	 776-A121.dwg

	xxviii.	  	 776-A100.dwg

	xxix.	  	 776-A002.dwg

	xxx.	  	 776-A001.dwg

	xxxi.	  	 776-A000.dwg



	 	g.	Photos 


			
	i.	  	 grob_duke i_35r3644.jpg

	ii.	  	 grob_duke i_35r3640.jpg

	iii.	  	 grob_duke i_35r3631.jpg

	iv.	  	 grob_duke i_35r3625.jpg

	v.	  	 grob_duke i_35r3620.jpg

	vi.	  	 grob_duke i_35r3614.jpg

	vii.	  	 019_us_innenansicht18.jpg

	viii.	  	 019_us_innenansicht17.jpg

	ix.	  	 019_us_innenansicht16.jpg

	x.	  	 019_us_innenansicht15.jpg

	xi.	  	 019_us_innenansicht14.jpg

	xii.	  	 019_us_innenansicht13.jpg

	xiii.	  	 019_us_innenansicht12.jpg

	xiv.	  	 019_us_innenansicht11.jpg

	xv.	  	 019_us_innenansicht10.jpg

	xvi.	  	 019_us_innenansicht09.jpg

	xvii.	  	 019_us_innenansicht08.jpg

	xviii.	  	 019_us_innenansicht07.jpg

	xix.	  	 019_us_innenansicht06.jpg

	xx.	  	 019_us_innenansicht05.jpg

	xxi.	  	 019_us_innenansicht04.jpg

	xxii.	  	 019_us_innenansicht03.jpg

	xxiii.	  	 019_us_innenansicht02.jpg

	xxiv.	  	 019_us_innenansicht01.jpg

	xxv.	  	 019_us_aussenansicht22.jpg

	xxvi.	  	 019_us_aussenansicht21.jpg

	xxvii.	  	 019_us_aussenansicht20.jpg

	xxviii.	  	 019_us_aussenansicht19.jpg

	xxix.	  	 019_us_aussenansicht18.jpg

	xxx.	  	 019_us_aussenansicht17.jpg

	xxxi.	  	 019_us_aussenansicht16.jpg

	xxxii.	  	 019_us_aussenansicht15.jpg

	xxxiii.	  	 019_us_aussenansicht14.jpg

	xxxiv.	  	 019_us_aussenansicht13.jpg

	xxxv.	  	 019_us_aussenansicht12.jpg

	xxxvi.	  	 019_us_aussenansicht11.jpg

	xxxvii.	  	 019_us_aussenansicht10.jpg



  
 Exhibit
D – Page 11 









			
	xxxviii.	  	 019_us_aussenansicht09.jpg

	xxxix.	  	 019_us_aussenansicht08.jpg

	xl.	  	 019_us_aussenansicht08.jpg

	xli.	  	 019_us_aussenansicht07.jpg

	xlii.	  	 019_us_aussenansicht06.jpg

	xliii.	  	 019_us_aussenansicht05.jpg

	xliv.	  	 019_us_aussenansicht04.jpb

	xlv.	  	 019_us_aussenansicht03.jpg

	xlvi.	  	 019_us_aussenansicht02.jpg

	xlvii.	  	 019_us_aussenansicht01.jpg


 Warranties 

	 	1.	Duke Bridges I 


	 	a.	Window Treatment Work.pdf 


	 	b.	Water Feature Equipment Work.pdf 


	 	c.	Warranty for Finish Hardware.pdf 


	 	d.	Total Roofing System warranty.pdf 


	 	e.	Toilet Partitions, Accessories & Fire Extinguishers.pdf 


	 	f.	Stone Retaining Walls.pdf 


	 	g.	Spectra Warranty.pdf 


	 	h.	Smoke Guard Warranty.pdf 


	 	i.	Site Utilities.pdf 


	 	j.	Roofing Work.pdf 


	 	k.	Roofing system subcontractor warranty.pdf 


	 	l.	Roofing & Sheet Metal subcontractor warranty.pdf 


	 	m.	Roof Membrane Material Warranty.pdf 


	 	n.	MM Systems.pdf 


	 	o.	Leuders Limestone.pdf 


	 	p.	Landscaping & Irrigation Work.pdf 


	 	q.	Glass & Glazing.pdf 


	 	r.	Fire Power Systems.pdf 


	 	s.	Exterior & Interior Painting Work.pdf 


	 	t.	Elevators.pdf 


	 	u.	Earthwork.pdf 


	 	v.	Doors, Frames & Hardware Installation, Ceilings, Drywall (1).pdf 


	 	w.	Doors, Frames & Hardware Installation, Ceilings, Drywall & E.pdf 


	 	x.	Design-Build Plumbing Work.pdf 


	 	y.	Design-Build HVAC.pdf 


	 	z.	Contractors Iron and Steel Co.pdf 


	 	aa.	Contractor Guarantee Duke Construction.pdf 


	 	bb.	Concrete Work (foundations, Slabs, Tilt Wall Panels, Paving .pdf 


	 	cc.	Concrete Work (foundations, Slabs, Tilt Wall Panels, Pav (1).pdf 


	 	dd.	Cabinets & Millwork.pdf 


	 	ee.	Build Electrical Work.pdf 


	 	2.	Duke Bridges II 


	 	a.	Roofing System Warranty.pdf 


	 	b.	Roofing contractor warranty.pdf 


	 	c.	Roof membrane warranty.pdf 


	 	d.	DBII T-Mobile Warranties.pdf 


	 	e.	DB II Shell Warranties.pdf 

 Service
Contracts 

	 	1.	Ambius Contract.pdf 


	 	2.	Additional Service Contracts.pdf 


	 	3.	Johnsons Control – DB II.pdf 


	 	4.	Johnson Control – DBI.pdf 


	 	5.	DBII-Thyssenkrupp.pdf 


  
 Exhibit
D – Page 12 









	 	6.	DBII – Siemens.pdf 


	 	7.	DBII – Precision.pdf 


	 	8.	DBII – Myers Pest.pdf 


	 	9.	DBI-Thyssenkrupp.pdf 


	 	10.	DBI – Siemens.pdf 


	 	11.	DBI –Precision.pdf 


	 	12.	DBI – Myers Pest.pdf 


	 	13.	DBI – Commercial Building Maint..pdf 


	 	14.	janitorial – DBII.pdf 

 LEED Existing
Building Phase I 

	 	1.	Final Duke Bridges II 100628.pdf 


	 	2.	Final Duke Bridges I 100628.pdf 

 Property
Condition Reports 

	 	1.	Duke Bridges II 7624 Warren Parkway PCR Final Report dated in November 3, 2010 prepared by IVI Assessment Services, Inc. 


	 	2.	Duke Bridges I 7668 Warren Parkway PCR Final dated in November 3, 2010 prepared by IVI Assessment Services, Inc. 


	 	3.	Property Condition Assessment dated December 4, 2006 prepared by Asset Advisory Services, Inc 


	 	4.	PC0105863-102 Executive Summary Draft & Costs.pdf 


	 	5.	PC0105863-101 Executive Summary DRAFT.pdf 


Environmental Site Assessment 

	 	1.	Duke Bridges II Final Phase I ESA dated October 20, 2010 prepared by IVI Assessment Services, Inc. 


	 	2.	Duke Bridges I Final Phase I ESA dated October 20, 2010 prepared by IVI Assessment Services, Inc. 


	 	3.	Phase I dated December 15, 2006 prepared by URS Corporation 


	 	4.	Duke Bridges II Final Phase I ESA dated November 27, 2007 prepared by IVI Due Diligence Services, Inc. 


	 	5.	Duke Bridges I Final Phase I ESA dated November 27, 2007 prepared by IVI Due Diligence Services, Inc. 


	 	6.	Duke Bridges II DRAFT Phase I ESA dated October 20, 2010 prepared by IVI Assessment Services, Inc. 


	 	7.	Duke Bridges I DRAFT Phase I ESA dated October 20, 2010 prepared by IVI Assessment Services, Inc. 


Title/Survey Related Documents 

	 	1.	owner’s title insurance proforma with endorsements.pdf 


	 	2.	Duke Bridges I – ALTAACSM Land Title Survey.pdf 


	 	3.	Duke Bridges II – ALTAACSM Lane Title Survey.pdf 


  
 Exhibit
D – Page 13 








 EXHIBIT E 

LIST OF ENVIRONMENTAL REPORTS 
  

	1.	Duke Bridges II Final Phase I ESA dated October 20, 2010 prepared by IVI Assessment Services, Inc. 


 

	2.	Duke Bridges I Final Phase I ESA dated October 20, 2010 prepared by IVI Assessment Services, Inc. 


 

	3.	Phase I dated December 15, 2006 prepared by URS Corporation 

  

	4.	Duke Bridges II Final Phase I ESA dated November 27, 2007 prepared by IVI Due Diligence Services, Inc. 


 

	5.	Duke Bridges I Final Phase I ESA dated November 27, 2007 prepared by IVI Due Diligence Services, Inc. 


 

	6.	Duke Bridges II DRAFT Phase I ESA dated October 20, 2010 prepared by IVI Assessment Services, Inc. 


 

	7.	Duke Bridges I DRAFT Phase I ESA dated October 20, 2010 prepared by IVI Assessment Services, Inc. 


  
 Exhibit
E - Page 1 








 EXHIBIT F-1 
 FORM OF TENANT ESTOPPEL CERTIFICATE – 
 T-MOBILE BUILDING I LEASE 

[ATTACHED] 

  
 Exhibit F-1
Page 1 








 EXHIBIT F-2 
 FORM OF TENANT ESTOPPEL CERTIFICATE – 
 T-MOBILE BUILDING II LEASE 

[ATTACHED] 

  
 Exhibit F-2
Page 1 








 EXHIBIT F-3 
 FORM OF TENANT ESTOPPEL CERTIFICATE – 
 EFA LEASE 

[ATTACHED] 

  
 Exhibit F-3
Page 1 








 EXHIBIT G 
 FORM OF RELEASE OF DECLARATION 
 PREPARED BY: 

King & Spalding LLP 
 1180 Peachtree
Street, N.E. 
 Atlanta, Georgia 30309 

Attention:  W. Clay Gibson, Esq. 
  

 
 RELEASE OF DECLARATION

  

			
	Place of Record:	  	Land Records of Collin County, Texas
		
	Date of Declaration:	  	December 12, 2007
		
	Date of Recording:	  	December 17, 2007
		
	Document Numbers:	  	20071217001669040 and 20071217001669050

 This Release of Declaration (this “Release”) is dated and effective as of
the              day of
                                , 2011 by M.M. WARBURG & CO KGaA,
a bank organized and existing under the laws of the Federal Republic of Germany and having an office at Ferdinandstrasse 75, 20095 Hamburg, Federal Republic of Germany (the “Bank”), in favor of KAN AM GRUND
KAPITALANLAGEGESELLSCHAFT MBH, a German limited liability company organized and existing under the laws of the Federal Republic of Germany and having an office at MesseTurm, 60308 Frankfurt am Main, Federal Republic of Germany
(“Kan Am”), for the benefit of Kan Am US grundinvest Fonds, a German open-end real estate fund sponsored by Kan Am (the “Fund”). 

W I T N E S S E T H: 
 WHEREAS, on or about December 12, 2007, Kan Am for the benefit of the Fund acquired those certain premises known as Duke Bridges I and II, located at 7668 and 7624 Warren Parkway, Frisco,
Collin County, Texas and being more particularly described on Exhibit A attached hereto and by this reference incorporated herein (the “Premises”); 

WHEREAS, in connection with the acquisition of the Premises, Kan Am and the Bank entered into those certain Declarations each
dated as of December 12, 2007 (collectively, the “Declarations”), each recorded December 17, 2007 as Document Nos. 20071217001669040 and 20071217001669050, respectively, in the land records of Collin County,
Texas. 

  
 Exhibit
G - Page 1 








 WHEREAS, pursuant to that certain Purchase and Sale Agreement dated as of April
      , 2011, by and between Kan Am, as seller, and Wells Core REIT - 7624/7668 Warren, LLC, a Delaware limited liability company, as buyer (“Buyer”), Kan Am desires to transfer, assign
and convey to Buyer or its permitted successors and assigns the Premises; 
 NOW, THEREFORE, in consideration of Ten
Dollars ($10.00) and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties have agreed and do hereby agree as follows: 
 1.        Consent.    Pursuant to the German Investment Act of the Federal Republic of Germany, the Bank hereby consents to the
conveyance and disposition by Kan Am of the Premises, as required pursuant to the Declarations. 

2.        Termination.    The Bank does hereby consent and certify
that the Declarations have been and are hereby released, terminated and declared to be null and void and of no further force or effect from and after the date hereof. 
 3.        Binding Effect.    This Release shall be binding upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns. 
 4.        Governing Law.    This
Release shall be governed by the laws of the State of Texas without regard to conflicts of laws principles. 

5.        Capitalized Terms.    Capitalized terms not otherwise
defined herein shall have the same meaning as set forth in the Declaration. 
 [signatures on following page]


  
 Exhibit
G - Page 2 








 GIVEN UNDER MY HAND AS OF THE
             DAY OF
                            , 2011. 

 

			
	BANK:
	
	M.M. WARBURG & CO KGaA
		
	By:	 	  

		 	      Name:
		 	      Title:
		
	By:	 	  

		 	      Name:
		 	      Title:


  
 Notarial Docket No.:
        /2011 
 I,
                                    , as Notary Public in and
for the                         , Germany, do hereby certify that
                         (name),
                         (title) and
                         (name),
                         (title), of M.M. Warburg & CO KGaA, a bank organized under the laws of the Federal
Republic of Germany and the party to the foregoing Release of Declaration, dated as of the          day of
                        , 2011, personally appeared before me, the said
                         (name) and
                             (name) being proved by Federal Identity Cards as the persons who executed
the said Release of Declaration, and acknowledged the same to be the act and deed of the Bank and that the same was executed for the purposes therein contained, and delivered the same as such. 

IN WITNESS WHEREOF, I set my hand and Notarial Seal this          day of
                        , 2011. My commission is unlimited in time. 

 

					
		 	  
	 	
		 	Notary Public	 	
	  

(Apostille)        




  
 Exhibit
G - Page 3 








 
			
	KAN AM:
	
	KAN AM GRUND
	KAPITALANLAGEGESELLSCHAFT MBH
	By:	 	  

		 	      Name:
		 	      Title:
	By:	 	  

		 	      Name:
		 	      Title:


  
 Notarial Docket No.:
        /2011 
 I,
                            , as Notary Public in and for the
                    , Germany, do hereby certify that
                     (name), and
                     (name), each as Director of Kan Am Grund Kapitalanlagegesellschaft MBH, a German limited liability company organized and
existing under the laws of the Federal Republic of Germany and the party to the foregoing Release of Declaration, dated as of the      day of
                    , 2011, personally appeared before me, the said
                     (name) and
                         (name) being proved by Federal Identity Cards as the persons who executed the said Release of
Declaration, and acknowledged the same to be the act and deed of the Bank and that the same was executed for the purposes therein contained, and delivered the same as such. 
 IN WITNESS WHEREOF, I set my hand and Notarial Seal this      day of                 ,
2011. My commission is unlimited in time. 
  

					
		 	  
	 	
		 	Notary Public	 	
	  

(Apostille)        




  
 Exhibit
G - Page 4 








 EXHIBIT A TO 
 TO EXHIBIT G 
 Legal Description of Property 

Tract I: Fee Simple 
 DESCRIPTION, of an
11.744 acre tract of land situated in the G.A. Martin Survey, Abstract No. 149, Collin County, Texas; said tract being all of Lot 2R, Block A, Parkwood @ Frisco Bridges, an addition to the City of Frisco, Texas according to the plat
thereof recorded in Cabinet 2006, Page 376 of the Map Records of Collin County, Texas and part of that tract of land described in Special Warranty Deed to Duke Construction Limited Partnership recorded in Document Number 20060407000458820 of
the Deed Records of Collin County, Texas; said 11.744 acre tract being more particularly described as follows: 
 BEGINNING, a “+” cut
in concrete found in McCandless Way (a 60-foot wide Public Way); said point being the westernmost southwest corner of said Lot 2R and a re-entrant corner of Lot 3, of said Block A; 

THENCE, North 00 degrees, 18 minutes, 49 seconds East, departing said McCandless Way and along an east line of said Lot 3, a distance
of 375.00 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found for corner; said point being a re-entrant corner of said Lot 3; 
 THENCE, North 89 degrees 48 minutes 36 seconds East, along a south line of said Lot 3, a distance of 165.42 feet to a 1/2-inch iron rod found for corner; said point being the
northernmost southeast corner of said Lot 3 and the southwest corner of that certain tract of land described in Special Warranty Deed to Pansy Family Limited Partnership recorded in Volume 4009, Page 1 of said Deed Records; 

THENCE, North 89 degrees, 48 minutes, 36 seconds East, along the south line of said Pansy Family Limited Partnership tract, a distance of
686.85 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found for corner; said point being the northwest corner of Lot 1R, Block A, Parkwood @ Frisco Bridges, an addition to the City of Frisco, Texas according to the plat
thereof recorded in Cabinet N, Page 655 of said Map Records; 
 THENCE, departing the said south line of the Pansy Family Limited
Partnership tract and along the west line of said Lot 1R, the following three (3) calls: 
 South 00 degrees,
11 minutes, 24 seconds East, a distance of 501.28 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found for corner; 
 South 89 degrees, 48 minutes, 36 seconds West, a distance of 91.91 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found for corner; 

South 00 degrees, 11 minutes, 24 seconds East, a distance of 370.52 feet to a 1/2-inch iron rod with “Pacheco
Koch” cap found for corner on the north line of Lot 1, Block A, Duke Office Park, an addition to the City of Frisco, Texas according to the plat thereof recorded in Cabinet 2006, Page 201 of said Map Records, said point being the
southwest corner of said Lot 1R; 

  
 Exhibit A to
Exhibit G - Page 1 








 THENCE, North 89 degrees, 05 minutes, 15 seconds West, along the said north line of
Lot 1, a distance of 262.91 feet to a cut “+” in concrete found for corner, said point being the northwest corner of said Lot 1, the northeast corner of Lot 2, Block A of said Duke Office Park and the beginning of
a non-tangent curve to the left; 
 THENCE, in a northwesterly direction, along said curve to the left, having a central angle of
93 degrees 14 minutes, 56 seconds, a radius of 482.80 feet, a chord bearing and distance of North 45 degrees, 42 minutes, 40 seconds West, 701.86 feet, an arc distance of 785.76 feet to the POINT OF
BEGINNING; 
 CONTAINING, 511,554 square feet or 11.744 acres of land, more or less. 
 And 
 Tract II: Fee Simple 

DESCRIPTION of a 10.829 acre tract of land situated in the G.A. Martin Survey, Abstract No. 604, in the City of Frisco, Coffin County, Texas, said
tract being all of Lot 1, Block A, Duke Office Park, an addition to the City of Frisco, Texas according to the plat recorded in Cabinet 2006, Page 201 of the Plat Records of Collin County, Texas, said tract being part of that certain tract
of land described in Special Warranty Deed to Duke Construction Limited Partnership recorded in County Clerk’s Instrument Number 2006-0309000310290 of the Deed Records of Collin County, Texas, said 10.829 acre tract being more particularly
described by as follows: 
 BEGINNING at a “+”cut in stone found at the north end of a right-of-way corner clip at the intersection of
the north right-of-way line of Warren Parkway (a variable width right-of-way) and the west right-of-way line of Parkwood Boulevard (a variable width right-of-way), said point being the northernmost southeast corner of said Lot 1; 

THENCE, South 43 degrees, 59 minutes, 05 seconds West, along said corner clip, a distance of 28.32 feet to a “+”cut in
stone found at the south end of said corner clip, said point being in the said north line of Warren Parkway; 
 THENCE, along the said north
line of Warren Parkway, the following two (2) calls: 
 South 88 degrees, 54 minutes, 31 seconds West, a
distance of 226.14 feet to a 5/8-inch iron rod with “PBS&J” cap found at the beginning of a tangent curve to the left; 
 In a westerly direction, along said curve to the left, having a central angle of 10 degrees, 54 minutes, 08 seconds, a radius of 1,614.00 feet, a chord bearing and distance of South
83 degrees, 27 minutes, 27 seconds West, 306.65 feet, an arc distance of 307.11 feet to a “+”cut in concrete found for corner, said point being the southwest corner of said Lot 1 and the southeast corner of
Lot 2, of said Block A; 

  
 Exhibit A to
Exhibit G - Page 2 








 THENCE, departing the said north line of Warren Parkway and along the east line of said
Lot 2, the following five (5) calls: 
 North 11 degrees, 59 minutes, 12 seconds West, a distance of
15.02 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found at the beginning of a non-tangent curve to the right; 
 In northerly direction, along said curve to the right, having a central angle of 11 degrees, 55 minutes, 23 seconds, a radius of 881.50 feet, a chord bearing and distance of North
05 degrees, 02 minutes, 48 seconds West, 183.11 feet, an arc distance of 183.44 feet to a “+”cut in concrete found at the end of said curve; 
 North 00 degrees, 54 minutes, 53 seconds East, a distance of 263.98 feet to a “+”cut in concrete found at the beginning of a tangent curve to the right; 

In a northerly direction, along said curve to the right, having a central angle of 07 degrees, 30 minutes, 51 seconds, a
radius of 1,316.01 feet, a chord bearing and distance of North 04 degrees, 40 minutes, 19 seconds East, 172.47 feet, an arc distance of 172.59 feet to a “+”cut in concrete found at the end of said curve, said
point being the beginning of a reverse curve to the left; 
 In a northerly direction, along said curve to the left, having a
central angle of 07 degrees, 31 minutes, 14 seconds, a radius of 1,439.75 feet, a chord bearing and distance of North 04 degrees, 40 minutes, 07 seconds East, 188.84 feet, an arc distance of 188.98 feet to a
“+”cut in concrete found for corner, said point being the northwest corner of said Lot 1, the northeast corner of said Lot 2, the southeast corner of Lot 3, Block A, Parkwood @ Frisco Bridges, an addition to the City of
Frisco, Texas according to the plat recorded in Cabinet 2006, Page 376 of said Plat Records and the southwest corner of Lot 2R, Block A of said Parkwood @ Frisco Bridges; 
 THENCE, South 89 degrees, 05 minutes, 15 seconds East, along the south line of said Lot 2R and the south line of Lot 1R, Block A, Parkwood @ Frisco Bridges, an addition to
the City of Frisco, Texas according to the plat recorded in Cabinet 2006, Page 200 of said Plat Records, at a distance of 262.91 feet passing the southeast corner of said Lot 2R and the southwest corner of said Lot 1R, continuing in
all a total distance of 697.58 feet to a 5/8-inch iron rod with “PBS&J” cap found for corner in the said west line of Parkwood Boulevard, said point being the southeast corner of said Lot 1R and in a non-tangent curve to the
left; 
 THENCE, along the said west line of Parkwood Boulevard, the following three (3) calls: 

In a southwesterly direction, along said non-tangent curve to the left, having a central angle of 28 degrees, 01 minutes
18 seconds, a radius of 1,064.00 feet, a chord bearing and distance of South 17 degrees, 15 minutes, 39 seconds West, 515.20 feet, an arc distance of 520.37 feet to a 5/8-inch iron rod with “PBS&J”
cap found at the end of said curve; 
 South 10 degrees, 13 minutes, 57 seconds West, a distance of
66.29 feet to a 5/8-inch iron rod with “PBS&J” cap found at an angle point; 

  
 Exhibit A to
Exhibit G - Page 3 








 South 00 degrees, 56 minutes, 21 seconds East, a distance of 193.21 feet
to the POINT OF BEGINNING: 
 CONTAINING, 471,733 square feet or 10.829 acres of land, more or less. 

  
 Exhibit A to
Exhibit G - Page 4 








 EXHIBIT H 
 FORM OF SPECIAL WARRANTY DEED 
 SPECIAL WARRANTY DEED 

 

					
	STATE OF TEXAS	  	§	  	
		  	§	  	KNOW ALL MEN BY THESE PRESENTS:
	COUNTY OF COLLIN	  	§	  	

 That KANAM GRUND KAPITALANLAGEGESELLSCHAFT MBH, a German limited liability company for the benefit
of the KanAm US Grundinvest Fonds, a German open-end real estate fund sponsored by KanAm Grund Kapitalanlagegesellschaft mbH, whose address is 3290 Northside Parkway, Suite 840, Atlanta, Georgia 30327-2221 (“Grantor”), for Ten
Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, has GRANTED, BARGAINED, SOLD and CONVEYED and by these presents does GRANT, BARGAIN, SELL and CONVEY unto WELLS CORE REIT -
7624/7668 WARREN, LLC, a Delaware limited liability company, whose address is
                                         
            (“Grantee”), all right, title and interest of Grantor in and to the real property in Collin County, Texas, fully described in Exhibit A, attached
hereto and by this reference incorporated herein, all improvements thereon, and all of Grantor’s right, title and interest in and to adjacent streets, alleys, rights-of-way, and any adjacent strips and gores of real estate, together with all
rights, titles and interests appurtenant to the foregoing (such rights, titles and interests being referred to herein collectively as the “Property”). 
 This Special Warranty Deed and the conveyance hereinabove set forth is executed by Grantor and accepted by Grantee subject to the matters described in Exhibit B attached hereto (collectively, the
“Permitted Title Exceptions”). 
 TO HAVE AND TO HOLD the Property, subject to the Permitted Title Exceptions,
as aforesaid, together with all and singular the rights and appurtenances thereunto in anywise belonging, unto Grantee, its successors and assigns forever, and Grantor does hereby bind itself, its successors and assigns, to WARRANT AND FOREVER
DEFEND all and singular the title to the Property unto the said Grantee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through, or under Grantor, but not otherwise,
subject only to the Permitted Title Exceptions. 
 [signature on following page] 

  
 Exhibit H -
Page 1 








 EXECUTED as of
                                         
   , 2011. 
  

							
		  	GRANTOR:	 	
		
		  	KANAM GRUND KAPITALANLAGEGESELLSCHAFT MBH,
		  	a German limited liability company, for the benefit of KanAm US-grundinvest Fonds, a German open-end real estate fund sponsored by KanAm Grund
Kapitalanlagegesellschaft mbH
				
		  	By:	  	              
	 	


							
		  	Name:	  	         
	 	


							
		  	Title:	  	           
	 	


							
				
		  	By:	  	              
	 	


							
		  	Name:	  	         
	 	


							
		  	Title:	  	           
	 	

  

							
	STATE OF	 	  
	  	§	  	


							
		 		  	§	  	
	COUNTY OF	 	  
	  	§	  	

 The foregoing instrument was acknowledged before me this      day of
                            , 2011 by
                             and
                                         
   , each as Directors of KanAm Grund Kapitalanlagegesellschaft mbH, a German limited liability company, for the benefit of KanAm US-grundinvest Fonds, a German open-end real estate fund sponsored by KanAm Grund
Kapitalanlagegesellschaft mbH, the within named bargainor, and they executed the foregoing instrument for the purposes therein contained. 
  

			
	  

	Notary Public, State of
                        
		
	My Commission Expires:	 	
	  
	 	


 [NOTARIAL SEAL] 
 Prepared By And After Recording Return To: 
 Jeff Greenway, Esq. 

Troutman Sanders LLP 
 600 Peachtree
Street, NE 
 Suite 5200 

Atlanta, Georgia 30308 
 [Insert
Apostille] 

  
 Exhibit
H - Page 2 








 EXHIBIT A 
 TO EXHIBIT H 
 LEGAL DESCRIPTION 

DESCRIPTION OF DUKE BRIDGES PROJECT I LAND 
 DESCRIPTION of a 10.829 acre tract of land situated in the G.A. Martin Survey, Abstract No. 604, in the City of Frisco, Collin County, Texas, said tract being all of Lot 1, Block A, Duke Office Park,
an addition to the City of Frisco, Texas according to the plat recorded in Cabinet 2006, Page 201 of the Plat Records of Collin County, Texas, said tract being part of that certain tract of land described in Special Warranty Deed to Duke
Construction Limited Partnership recorded in County Clerk’s Instrument Number 2006-0309000310290 of the Deed Records of Collin County, Texas, said 10.829 acre tract being more particularly described as follows: 

BEGINNING at a “+” cut in stone found at the north end of a right-of-way corner clip at the intersection of the north right-of-way line of
Warren Parkway (a variable width right-of-way) and the west right-of-way line of Parkwood Boulevard (a variable width right-of-way), said point being the northernmost southeast comer of said Lot 1; 

THENCE, South 43 degrees, 59 minutes, 05 seconds West, along said corner clip, a distance of 28.32 feet to a “+” cut in stone found at the
south end of said corner clip, said point being in the said north line of Warren Parkway; 
 THENCE, along the said north line of Warren
Parkway, the following two (2) ca1ls: 
 South 88 degrees, 54 minutes, 31 seconds West, a distance of 226.14 feet to a
5/8-inch iron rod with “PBS&J” cap found at the beginning of a tangent curve to the left; 
 In a westerly
direction, along said curve to the left, having a central angle of 10 degrees, 54 minutes, 08 seconds, a radius of 1,614.00 feet, a chord bearing and distance of South 83 degrees, 27 minutes, 27 seconds West, 306.65 feet, an arc distance of 307.11
feet to a “+” cut in concrete found for corner, said point being the southwest corner of said Lot 1 and the southeast corner of Lot 2, of said Block A; 
 THENCE, departing the said north line of Warren Parkway and along the east line of said Lot 2, the following five (5) calls: 
 North 11 degrees, 59 minutes, 12 seconds West, a distance of 15.02 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found at the beginning of a non-tangent curve to the right; 

In northerly direction, along said curve to the right, having a central angle of 11 degrees, 55 minutes, 23 seconds, a radius of 881.50
feet, a chord bearing and distance of North 05 degrees, 02 minutes, 48 seconds West, 183.11 feet, an arc distance of 183.44 feet to a “+” cut in concrete found at the end of said curve; North 00 degrees, 54 minutes, 53 seconds East, a
distance of 263.98 feet to a “+” cut in concrete found at the beginning of a tangent curve to the right; 

  
 Exhibit A to
Exhibit H - Page 1 








 In a northerly direction, along said curve to the right, having a central angle of 07
degrees, 30 minutes, 51 seconds, a radius of 1,316.01 feet, a chord bearing and distance of North 04 degrees, 40 minutes, 19 seconds East, 172.47 feet, an arc distance of 172.59 feet to a “+” cut in concrete found at the end of said curve,
said point being the beginning of a reverse curve to the left; 
 In a northerly direction, along said curve to the left, having
a central angle of 07 degrees, 31 minutes, 14 seconds, a radius of 1,439.75 feet, a chord bearing and distance of North 04 degrees, 40 minutes, 07 seconds East, 188.84 feet, an arc distance of 188.98 feet to a “+” cut in concrete found for
comer, said point being the northwest comer of said Lot 1, the northeast corner of said Lot 2, the southeast comer of Lot 3, Block A, Parkwood @ Frisco Bridges, an addition to the City of Frisco, Texas according to the plat recorded in Cabinet 2006,
Page 376 of said Plat Records and the southwest corner of Lot 2R, Block A of said Parkwood @ Frisco Bridges; 
 THENCE, South 89 degrees, 05
minutes, 15 seconds East, along the south line of said Lot 2R and the south line of Lot lR, Block A, Parkwood @ Frisco Bridges, an addition to the City of Frisco, Texas according to the plat recorded in Cabinet 2006, Page 200 of said Plat Records,
at a distance of 262.91 feet passing the southeast corner of said Lot 2R and the southwest corner of said Lot 1R, continuing in all a total distance of 697.58 feet to a 5/8-inch iron rod with “PBS&J” cap found for corner in the said
west line of Parkwood Boulevard, said point being the southeast corner of said Lot 1R and in a non-tangent curve to the left; 
 THENCE, along
the said west line of Parkwood Boulevard, the following three (3) calls: 
 In a southwesterly direction, along said
non-tangent curve to the left, having a central angle of 28 degrees, 01 minutes 18 seconds, a radius of 1,064.00 feet, a chord bearing and distance of South 17 degrees, 15 minutes, 39 seconds West, 515.20 feet, an arc distance of 520.37 feet to a
5/8-inch iron rod with “PBS&J” cap found at the end of said curve; 
 South 10 degrees, 13 minutes, 57 seconds
West, a distance of 66.29 feet to a 5/8-inch iron rod with “PBS&J” cap found at an angle point; 
 South 00
degrees, 56 minutes, 21 seconds East, a distance of 193.21 feet to the POINT OF BEGINNING: 
 CONTAINING, 471,733 square feet or 10.829 acres of
land, more or less. 

  
 Exhibit A to
Exhibit H - Page 2 








 DESCRIPTION OF DUKE BRIDGES PROJECT II LAND 
 DESCRIPTION, of an 11.744 acre tract of land situated in the G.A. Martin Survey, Abstract No. 149, Collin County, Texas; said tract being all of Lot 2R, Block A, Parkwood @ Frisco Bridges, an
addition to the City of Frisco, Texas according to the plat thereof recorded in Cabinet 2006, Page 376 of the Map Records of Collin County, Texas and part of that tract of land described in Special Warranty Deed to Duke Construction Limited
Partnership recorded in Document Number 20060407000458820 of the Deed Records of Collin County, Texas; said 11.744 acre tract being more particularly described as follows: 
 BEGINNING, a “+” cut in concrete found in McCandless Way (a 60-foot wide Public Way); said point being the westernmost southwest corner of said Lot 2R and a re-entrant corner of Lot 3, of said
Block A; 
 THENCE, North 00 degrees, 18 minutes, 49 seconds East, departing said McCandless Way and along an east line of said Lot 3, a
distance of 375.00 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found for corner; said point being a re-entrant corner of said Lot 3; 
 THENCE, North 89 degrees 48 minutes 36 seconds East, along a south line of said Lot 3, a distance of 165.42 feet to a 1/2-inch iron rod found for corner; said point being the northernmost southeast corner
of said Lot 3 and the southwest corner of that certain tract of land described in Special Warranty Deed to Pansy Family Limited Partnership recorded in Volume 4009, Page 1 of said Deed Records; 

THENCE, North 89 degrees, 48 minutes, 36 seconds East, along the south line of said Pansy Family Limited Partnership tract, a distance of 686.85 feet to
a 1/2-inch iron rod with “Pacheco Koch” cap found for corner; said point being the northwest corner of Lot 1R, Block A, Parkwood @ Frisco Bridges, an addition to the City of Frisco, Texas according to the plat thereof recorded in Cabinet
N, Page 655 of said Map Records; 
 THENCE, departing the said south line of the Pansy Family Limited Partnership tract and along the west line
of said Lot 1R, the following three (3) calls: 
 South 00 degrees, 11 minutes, 24 seconds East, a distance of 501.28 feet
to a 1/2-inch iron rod with “Pacheco Koch” cap found for corner; 
 South 89 degrees, 48 minutes, 36 seconds West, a
distance of 91.91 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found for corner; 
 South 00 degrees, 11
minutes, 24 seconds East, a distance of 370.52 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found for corner on the north line of Lot 1, Block A, Duke Office Park, an addition to the City of Frisco, Texas according to the plat
thereof recorded in Cabinet 2006, Page 201 of said Map Records, said point being the southwest corner of said Lot 1R; 

  
 Exhibit A to
Exhibit H - Page 3 








 THENCE, North 89 degrees, 05 minutes, 15 seconds West, along the said north line of Lot 1, a distance of
262.91 feet to a cut “+” in concrete found for corner, said point being the northwest corner of said Lot 1, the northeast corner of Lot 2, Block A of said Duke Office Park and the beginning of a non-tangent curve to the left; 

THENCE, in a northwesterly direction, along said curve to the left, having a central angle of 93 degrees 14 minutes, 56 seconds, a radius of 482.80 feet,
a chord bearing and distance of North 45 degrees, 42 minutes, 40 seconds West, 701.86 feet, an arc distance of 785.76 feet to the POINT OF BEGINNING; 
 CONTAINING, 511,554 square feet or 11.744 acres of land, more or less. 

  
 Exhibit A to
Exhibit H - Page 4 








 EXHIBIT B 
 TO EXHIBIT H 
 PERMITTED TITLE EXCEPTIONS 

 

	1.	The following restrictive covenants of record itemized below: 

 Volume 4070, Page 23; Volume 4332, Page 1374; Volume 4431, Page 689; Volume 4449, Page 1087 and under Document No. 20060719001009330; 20061226001803070 and 20061226001803060; Real Property Records,
Collin County, Texas, and under Clerk’s File Number 20061226001803070, aforesaid records; and in Volume 2006, Page 376; Volume 2006, Page 201 and Volume 2006, Page 252, Map Records, Collin County, Texas and Volume 4518, Page 2061, Volume 4720,
Page 2016, Volume 5053, Page 4729, Volume 5271, Page 3541, Volume 5534, Page 5089, Volume 5619, Page 1868 and under Clerk’s file 20060421000537180, but omitting any covenant or restriction based on race, color, religion, sex, handicap, familial
status or national origin unless and only to the extent that said covenant (a) is exempt under Chapter 42, Section 3607 of the United States Code or (b) relates to handicap but does not discriminate against handicapped persons.

  

	2.	Homestead or community property or survivorship rights, if any, of any spouse of any insured. 


 

	3.	Any titles or rights asserted by anyone, including, but not limited to, persons, the public, corporations, governments or other entities, 


 

	 	a.	to tidelands, or lands comprising the shores or beds of navigable or perennial rivers and streams, lakes, bays, gulfs or oceans, or 


	 	b.	to lands beyond the line of the harbor or bulkhead lines as established or changed by any government, or 


	 	c.	to filled in lands, or artificial islands, or 


	 	d.	to statutory water rights, including riparian rights, or 


	 	e.	to the area extending from the line of mean low tide to the line of vegetation, or the rights of access to that area or easement along and across that area.


  

	4.	Standby fees, taxes and assessments by any taxing authority for the year 2011 and subsequent years; and subsequent taxes and assessments by any taxing authority for
prior years due to change in land usage or ownership, but not those taxes or assessments for prior years due to change in land usage or ownership, but not those taxes or assessments for prior years because of an exemption granted to a previous owner
of the property under Section 11.13, Texas Tax Code, or because of improvements not assessed for a previous tax year. 

  

	5.	Rights of tenants in possession, as tenants only, under unrecorded lease agreements. 


 

	6.	The following according to the plat thereof recorded in Volume 2006, Page 376, Map Records, Collin County, Texas (Affects Tract I): 


 

	 	a.	Fifteen (15) foot drainage easements; 


  
 Exhibit B to
Exhibit H - Page 1 









	 	b.	Fifteen (15) foot water easements; 


	 	c.	Twenty four (24) foot fire lane, mutual access & utility easement; 


	 	d.	Ten (10) foot by ten (10) foot water easements; 


	 	e.	Variable width water easements; 


	 	f.	Ten (10) foot utility easement; 


	 	g.	Fifteen (15) foot TXU easements; 


	 	h.	Fifteen (15) foot sanitary sewer easements; 


	 	i.	Ten (10) foot water easements; 


	 	j.	Fifteen (15) foot fire lane, mutual access and utility easement; and 


	 	k.	Variable width pond “A” drainage and detention easement. 

 (Affects Tract I) 
  

	7.	Terms, provisions, easements and conditions contained in Drainage Easement Agreement executed by and between Duke Realty Limited Partnership, an Indiana limited
partnership, and Sealy Parkwood, L.P., a Georgia limited partnership, dated March 1, 2005, filed for record on March 1, 2005 and recorded in Volume 5866, Page 5174, Land Records, Collin County, Texas. (Affects Tract I)


  

	8.	Terms, provisions, easements and conditions contained in Easement Agreement executed by and between Sealy Parkwood, L.P., a Georgia limited partnership and Duke Realty
Limited Partnership, an Indiana limited partnership, dated March 1, 2005, filed for record on March 1, 2005 and recorded in Volume 5866, Page 5187, Land Records, Collin County, Texas. (Affects Tract I) 


 

	9.	Terms, conditions and provisions contained in Lease Agreement between Duke Realty Limited Partnership, an Indiana limited partnership, as Lessor, and Voicestream GSM I
Operating Company, LLC, a Delaware limited liability company, as Lessee, dated November 4, 2005, a memorandum of which was filed for record on November 22, 2005 and recorded in Volume 6051, Page 198, Land Records, Collin County, Texas.
(Affects Tract I) 

  

	10.	Terms, provisions, conditions, easements, assessments and liens securing assessments for Frisco Bridges as set out in covenants and restrictions recorded in/under
Volume 4070, Page 23; volume 4332, Page 1374; Volume 4431, Page 689; Volume 4449, Page 1087; under Clerk’s File Number 20060719001009330; under Clerk’s File Number 20061226001803060 and under Clerk’s File Number 20061226001803070; and
Volume 4518, Page 2061, Volume 4720, Page 2016, Volume 5053, Page 4729, Volume 5271, Page 3541, Volume 5534, Page 5089, Volume 5619, Page 1868 and under Clerk’s file 20060421000537180, Real Property Records, Collin County, Texas. (Affects all
Tracts) 

  

	11.	Artwork Easement executed by Duke Construction Limited Partnership, an Indiana limited partnership, to GE commercial Finance Business Property Corporation, a Delaware
corporation, dated December 21, 2006, filed December 26, 2006, recorded in/under clerk’s File Number 20061226001803090, Real Property Records, Collin County, Texas. (Affects all Tracts) 


  
 Exhibit A to
Exhibit H - Page 2 









	12.	The following according to the plat thereof recorded in Volume 2006, Page 201, Map Records, Collin County, Texas. (Affects Tract II) 


 

	 	a.	Ten (10) foot, fifteen (15) foot and variable width water easement(s); 


	 	b.	Twenty four (24) foot and variable width fire lane, access and utility easement(s); 


	 	c.	Ten (10) foot and fifteen (15) foot street easement(s); 


	 	d.	Four hundred fifty (450) square foot corner clip; 


	 	e.	Twelve (12) foot, twenty-six and one-half (26.5) foot and variable width fire lane, mutual access and utility easement(s); 


	 	f.	One hundred twenty (120) foot building setback line; 


	 	g.	One hundred (100) foot building setback line; 


	 	h.	Fifty (50) foot landscape easement and parking setback line; 


	 	i.	Five (5) foot by fifteen (15) foot water easement; 


	 	j.	Twelve (12) foot by fifteen (15) foot water easement; 


	 	k.	Variable width TXU easement(s); and 


	 	l.	Fifteen (15) foot sewer easement. 

  

	13.	Thirty foot landscape easement and parking setback along the south side of the property and fifty foot wide along the east side of the property set out in volume 4070,
page 23, Land Records, Collin County, Texas. 

  

	14.	Easement granted by Gaylord Properties, LP to Denton County Electric Cooperative, Inc., dated October 22, 1998, filed for record on November 6, 1998 and
recorded in Volume 4289, Page 93, Land Records, Collin County, Texas; and as shown on plat recorded in Volume 2006, Page 201, Map Records, Collin County, Texas. (Affects Tract II) 


 

	15.	Terms, conditions and provisions contained in Lease Agreement between Duke Realty Limited Partnership, an Indiana limited partnership, as Lessor, and Voicestream GSM I
Operating Company, LLC, a Delaware limited liability company, as Lessee, dated November 4, 2005, a memorandum of which was filed for record on November 22, 2005 and recorded in Volume 6051, Page 207, Land Records, Collin County, Texas.
(Affects Tract II) 


  
 Exhibit A to
Exhibit H - Page 3 








 EXHIBIT I 
 FORM OF ASSIGNMENT OF CONTRACTS 
 THIS ASSIGNMENT OF CONTRACTS (the
“Assignment”) is made as of this              day of
                    , 2011 between KANAM GRUND KAPITALANLAGEGESELLSCHAFT MBH, a German limited liability company for the benefit of the
KanAm US Grundinvest Fonds, a German open-end real estate fund sponsored by KanAm Grund Kapitalanlagegesellschaft mbH (“Assignor”) and WELLS CORE REIT - 7624/7668 WARREN, LLC, a Delaware limited liability company
(“Assignee”) 
 For and in consideration of the sum of Ten Dollars ($10.00) and other valuable consideration to
it in hand paid by Assignee to Assignor, the conveyance by Assignor to Assignee of all that certain real property being particularly described on Exhibit “A” attached hereto and incorporated herein by this reference (the
“Property”), and the mutual covenants herein contained, the receipt and sufficiency of the foregoing consideration being hereby acknowledged by the parties hereto, Assignor hereby assigns, transfers, sets over and conveys to
Assignee all of Assignor’s right, title and interest in, to and under the contracts and agreements listed and described on Exhibit “B” attached hereto and incorporated herein by this reference (the “Contracts”)

 Assignee does hereby assume and agree to perform all of Assignor’s obligations under or with respect to the Contracts
first arising from and after the date hereof. Assignee agrees to indemnify, protect, defend and hold Assignor harmless from and against any and all liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees actually
incurred) directly or indirectly arising out of or related to any breach or default in Assignee’s performance of the duties and obligations of Assignee under or with respect to the Contracts first arising from and after the date hereof.
Assignor shall remain liable for all obligations of Assignor under or with respect to the Contracts arising prior to the date hereof. Assignor agrees to indemnify, protect, defend and hold Assignee harmless from and against any and all liabilities,
losses, costs, damages and expenses (including reasonable attorneys’ fees actually incurred) directly or indirectly arising out of or related to any breach or default in Assignor’s performance of the duties and obligations of Assignor
under or with respect to the Contracts arising prior to the date hereof. 
 All capitalized terms not defined herein shall have
the meanings ascribed to such terms as set forth in that certain Purchase and Sale Agreement dated as of April     , 2011, between Assignor and Assignee. 

This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and their respective heirs, executors,
administrators, successors and assigns. 
 This Assignment may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument. 

  
 Exhibit I
- Page 1 








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

							
		  	ASSIGNOR:	 	
		
		  	KANAM GRUND KAPITALANLAGEGESELLSCHAFT
		  	MBH, a German limited liability company, for the benefit of the KanAm US Grundinvest Fonds, a German open-end real estate fund sponsored by KanAm Grund
Kapitalanlagegesellschaft mbH
				
		  	By:	  	              
	 	


							
		  	Name:	  	         
	 	


							
		  	Title:	  	           
	 	


							
				
		  	By:	  	              
	 	


							
		  	Name:	  	         
	 	


							
		  	Title:	  	           
	 	

  

											
		  	ASSIGNEE:
		
		  	 WELLS CORE REIT - 7624/7668 WARREN, LLC,
 a Delaware limited liability company

			
		  	By:	  	 Wells Core Office Income Operating Partnership, L.P.,
 a Delaware limited partnership, its sole member

				
		  		  	By:	  	 Wells Core Office Income REIT, Inc., a
 Maryland corporation, its sole general partner

						
		  		  		  	By:	  	  
	  	
		  		  		  	Name:	  	  
	  	
		  		  		  	Title:	  	  
	  	


  
 Exhibit I
- Page 2 








 EXHIBIT A 
 TO EXHIBIT I 
 LEGAL DESCRIPTION 

DESCRIPTION OF DUKE BRIDGES PROJECT I LAND 
 DESCRIPTION of a 10.829 acre tract of land situated in the G.A. Martin Survey, Abstract No. 604, in the City of Frisco, Collin County, Texas, said tract being all of Lot 1, Block A, Duke Office Park,
an addition to the City of Frisco, Texas according to the plat recorded in Cabinet 2006, Page 201 of the Plat Records of Collin County, Texas, said tract being part of that certain tract of land described in Special Warranty Deed to Duke
Construction Limited Partnership recorded in County Clerk’s Instrument Number 2006-0309000310290 of the Deed Records of Collin County, Texas, said 10.829 acre tract being more particularly described as follows: 

BEGINNING at a “+” cut in stone found at the north end of a right-of-way corner clip at the intersection of the north right-of-way line of
Warren Parkway (a variable width right-of-way) and the west right-of-way line of Parkwood Boulevard (a variable width right-of-way), said point being the northernmost southeast comer of said Lot 1; 

THENCE, South 43 degrees, 59 minutes, 05 seconds West, along said corner clip, a distance of 28.32 feet to a “+” cut in stone found at the
south end of said corner clip, said point being in the said north line of Warren Parkway; 
 THENCE, along the said north line of Warren
Parkway, the following two (2) ca1ls: 
 South 88 degrees, 54 minutes, 31 seconds West, a distance of 226.14 feet to a
5/8-inch iron rod with “PBS&J” cap found at the beginning of a tangent curve to the left; 
 In a westerly
direction, along said curve to the left, having a central angle of 10 degrees, 54 minutes, 08 seconds, a radius of 1,614.00 feet, a chord bearing and distance of South 83 degrees, 27 minutes, 27 seconds West, 306.65 feet, an arc distance of 307.11
feet to a “+” cut in concrete found for corner, said point being the southwest corner of said Lot 1 and the southeast corner of Lot 2, of said Block A; 
 THENCE, departing the said north line of Warren Parkway and along the east line of said Lot 2, the following five (5) calls: 
 North 11 degrees, 59 minutes, 12 seconds West, a distance of 15.02 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found at the beginning of a non-tangent curve to the right; 

In northerly direction, along said curve to the right, having a central angle of 11 degrees, 55 minutes, 23 seconds, a radius of 881.50
feet, a chord bearing and distance of North 05 degrees, 02 minutes, 48 seconds West, 183.11 feet, an arc distance of 183.44 feet to a “+” cut in concrete found at the end of said curve; North 00 degrees, 54 minutes, 53 seconds East, a
distance of 263.98 feet to a “+” cut in concrete found at the beginning of a tangent curve to the right; 

  
 Exhibit A to
Exhibit I - Page 1 








 In a northerly direction, along said curve to the right, having a central angle of 07
degrees, 30 minutes, 51 seconds, a radius of 1,316.01 feet, a chord bearing and distance of North 04 degrees, 40 minutes, 19 seconds East, 172.47 feet, an arc distance of 172.59 feet to a “+” cut in concrete found at the end of said curve,
said point being the beginning of a reverse curve to the left; 
 In a northerly direction, along said curve to the left, having
a central angle of 07 degrees, 31 minutes, 14 seconds, a radius of 1,439.75 feet, a chord bearing and distance of North 04 degrees, 40 minutes, 07 seconds East, 188.84 feet, an arc distance of 188.98 feet to a “+” cut in concrete found for
comer, said point being the northwest comer of said Lot 1, the northeast corner of said Lot 2, the southeast comer of Lot 3, Block A, Parkwood @ Frisco Bridges, an addition to the City of Frisco, Texas according to the plat recorded in Cabinet 2006,
Page 376 of said Plat Records and the southwest corner of Lot 2R, Block A of said Parkwood @ Frisco Bridges; 
 THENCE, South 89 degrees, 05
minutes, 15 seconds East, along the south line of said Lot 2R and the south line of Lot lR, Block A, Parkwood @ Frisco Bridges, an addition to the City of Frisco, Texas according to the plat recorded in Cabinet 2006, Page 200 of said Plat Records,
at a distance of 262.91 feet passing the southeast corner of said Lot 2R and the southwest corner of said Lot 1R, continuing in all a total distance of 697.58 feet to a 5/8-inch iron rod with “PBS&J” cap found for corner in the said
west line of Parkwood Boulevard, said point being the southeast corner of said Lot 1R and in a non-tangent curve to the left; 
 THENCE, along
the said west line of Parkwood Boulevard, the following three (3) calls: 
 In a southwesterly direction, along said
non-tangent curve to the left, having a central angle of 28 degrees, 01 minutes 18 seconds, a radius of 1,064.00 feet, a chord bearing and distance of South 17 degrees, 15 minutes, 39 seconds West, 515.20 feet, an arc distance of 520.37 feet to a
5/8-inch iron rod with “PBS&J” cap found at the end of said curve; 
 South 10 degrees, 13 minutes, 57 seconds
West, a distance of 66.29 feet to a 5/8-inch iron rod with “PBS&J” cap found at an angle point; 
 South 00
degrees, 56 minutes, 21 seconds East, a distance of 193.21 feet to the POINT OF BEGINNING: 
 CONTAINING, 471,733 square feet or 10.829 acres of
land, more or less. 

  
 Exhibit A to
Exhibit I - Page 2 








 DESCRIPTION OF DUKE BRIDGES PROJECT II LAND 
 DESCRIPTION, of an 11.744 acre tract of land situated in the G.A. Martin Survey, Abstract No. 149, Collin County, Texas; said tract being all of Lot 2R, Block A, Parkwood @ Frisco Bridges, an
addition to the City of Frisco, Texas according to the plat thereof recorded in Cabinet 2006, Page 376 of the Map Records of Collin County, Texas and part of that tract of land described in Special Warranty Deed to Duke Construction Limited
Partnership recorded in Document Number 20060407000458820 of the Deed Records of Collin County, Texas; said 11.744 acre tract being more particularly described as follows: 
 BEGINNING, a “+” cut in concrete found in McCandless Way (a 60-foot wide Public Way); said point being the westernmost southwest corner of said Lot 2R and a re-entrant corner of Lot 3, of said
Block A; 
 THENCE, North 00 degrees, 18 minutes, 49 seconds East, departing said McCandless Way and along an east line of said Lot 3, a
distance of 375.00 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found for corner; said point being a re-entrant corner of said Lot 3; 
 THENCE, North 89 degrees 48 minutes 36 seconds East, along a south line of said Lot 3, a distance of 165.42 feet to a 1/2-inch iron rod found for corner; said point being the northernmost southeast corner
of said Lot 3 and the southwest corner of that certain tract of land described in Special Warranty Deed to Pansy Family Limited Partnership recorded in Volume 4009, Page 1 of said Deed Records; 

THENCE, North 89 degrees, 48 minutes, 36 seconds East, along the south line of said Pansy Family Limited Partnership tract, a distance of 686.85 feet to
a 1/2-inch iron rod with “Pacheco Koch” cap found for corner; said point being the northwest corner of Lot 1R, Block A, Parkwood @ Frisco Bridges, an addition to the City of Frisco, Texas according to the plat thereof recorded in Cabinet
N, Page 655 of said Map Records; 
 THENCE, departing the said south line of the Pansy Family Limited Partnership tract and along the west line
of said Lot 1R, the following three (3) calls: 
 South 00 degrees, 11 minutes, 24 seconds East, a distance of 501.28 feet
to a 1/2-inch iron rod with “Pacheco Koch” cap found for corner; 
 South 89 degrees, 48 minutes, 36 seconds West, a
distance of 91.91 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found for corner; 
 South 00 degrees, 11
minutes, 24 seconds East, a distance of 370.52 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found for corner on the north line of Lot 1, Block A, Duke Office Park, an addition to the City of Frisco, Texas according to the plat
thereof recorded in Cabinet 2006, Page 201 of said Map Records, said point being the southwest corner of said Lot 1R; 

  
 Exhibit B to
Exhibit I - Page 3 








 THENCE, North 89 degrees, 05 minutes, 15 seconds West, along the said north line of Lot 1, a distance of
262.91 feet to a cut “+” in concrete found for corner, said point being the northwest corner of said Lot 1, the northeast corner of Lot 2, Block A of said Duke Office Park and the beginning of a non-tangent curve to the left; 

THENCE, in a northwesterly direction, along said curve to the left, having a central angle of 93 degrees 14 minutes, 56 seconds, a radius of 482.80 feet,
a chord bearing and distance of North 45 degrees, 42 minutes, 40 seconds West, 701.86 feet, an arc distance of 785.76 feet to the POINT OF BEGINNING; 
 CONTAINING, 511,554 square feet or 11.744 acres of land, more or less. 

  
 Exhibit A to
Exhibit I - Page 4 








 EXHIBIT B 
 TO EXHIBIT I 
 LIST OF CONTRACTS 

  
 Exhibit B to
Exhibit I - Page 1 








 EXHIBIT J 
 FORM OF BILL OF SALE 
 BILL OF SALE 

KNOW ALL MEN BY THESE PRESENTS, that KANAM GRUND KAPITALANLAGEGESELLSCHAFT MBH, a German limited liability company for the benefit
of the KanAm US Grundinvest Fonds, a German open-end real estate fund sponsored by KanAm Grund Kapitalanlagegesellschaft mbH (the “Seller”), for and in consideration of the sum of Ten Dollars and other valuable consideration to it
in hand paid by WELLS CORE REIT - 7624/7668 WARREN, LLC, a Delaware limited liability company (the “Purchaser”), the receipt and sufficiency of which are hereby acknowledged, hereby unconditionally sells, assigns, transfers
and conveys unto said Purchaser any and all of Seller’s right, title and interest in and to all personal property located upon the land described in Exhibit “A” attached hereto and hereby made a part hereof (the
“Land”) or within the improvements located thereon (the “Improvements”), including without limitation, any and all appliances, furniture, furnishings, office equipment, fittings, shades, screens and screening, art,
sculpture, awnings, plants, planters, shrubbery, landscaping, lawn care and building maintenance equipment, vending machines, canopies, carpeting, draperies and curtains, tools and supplies, inventories, equipment and other furnishings or items of
personal property owned by Seller (excluding any software licensed to Seller), located on and used exclusively in connection with the operation of the Land and the Improvements, including without limitation, those items set forth and described on
Exhibit “B” attached hereto and hereby made a part hereof (collectively, the “Personal Property”). 
 TO HAVE AND TO HOLD all of said Personal Property unto Purchaser, its successors and assigns, to its own use forever. 
 EXCEPT FOR THE WARRANTIES AND REPRESENTATIONS CONTAINED IN THE PURCHASE AGREEMENT (DEFINED BELOW), (I) THE PERSONAL PROPERTY IS TRANSFERRED TO PURCHASER “AS IS” AND “WHERE IS” AND
WITH ALL FAULTS, DEFECTS OR OTHER ADVERSE MATTERS; AND (II) SELLER SPECIFICALLY DISCLAIMS ALL WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE (INCLUDING WARRANTIES OF MERCHANTABILITY AND WARRANTIES OF
FITNESS FOR USE OR ACCEPTABILITY FOR THE PURPOSE INTENDED BY PURCHASER) WITH RESPECT TO THE PERSONAL PROPERTY OR ITS CONDITION. 

All capitalized terms not defined herein shall have the meanings ascribed to such terms as set forth in that certain Purchase and Sale
Agreement dated as of April     , 2011, between Seller and Purchaser. 
 This Bill of Sale shall
inure to the benefit of Purchaser, and be binding upon Seller, and their respective legal representatives, transferees, successors and assigns. 

  
 Exhibit J
- Page 1 








 IN WITNESS WHEREOF, Seller has executed this Bill of Sale as of the
             day of                     , 2011. 

 

							
		  	SELLER:	 	
		
		  	KANAM GRUND KAPITALANLAGEGESELLSCHAFT
		  	MBH, a German limited liability company, for the benefit of the KanAm US Grundinvest Fonds, a German open-end real estate fund sponsored by KanAm Grund
Kapitalanlagegesellschaft mbH
				
		  	By:	  	  
	 	


							
		  	Name:	  	  
	 	


							
		  	Title:	  	  
	 	


							
				
		  	By:	  	  
	 	


							
		  	Name:	  	  
	 	


							
		  	Title:	  	  
	 	


  
 Exhibit J
- Page 2 








 EXHIBIT A 
 TO EXHIBIT J 
 LEGAL DESCRIPTION 

DESCRIPTION OF DUKE BRIDGES PROJECT I LAND 
 DESCRIPTION of a 10.829 acre tract of land situated in the G.A. Martin Survey, Abstract No. 604, in the City of Frisco, Collin County, Texas, said tract being all of Lot 1, Block A, Duke Office Park,
an addition to the City of Frisco, Texas according to the plat recorded in Cabinet 2006, Page 201 of the Plat Records of Collin County, Texas, said tract being part of that certain tract of land described in Special Warranty Deed to Duke
Construction Limited Partnership recorded in County Clerk’s Instrument Number 2006-0309000310290 of the Deed Records of Collin County, Texas, said 10.829 acre tract being more particularly described as follows: 

BEGINNING at a “+” cut in stone found at the north end of a right-of-way corner clip at the intersection of the north right-of-way line of
Warren Parkway (a variable width right-of-way) and the west right-of-way line of Parkwood Boulevard (a variable width right-of-way), said point being the northernmost southeast comer of said Lot 1; 

THENCE, South 43 degrees, 59 minutes, 05 seconds West, along said corner clip, a distance of 28.32 feet to a “+” cut in stone found at the
south end of said corner clip, said point being in the said north line of Warren Parkway; 
 THENCE, along the said north line of Warren
Parkway, the following two (2) ca1ls: 
 South 88 degrees, 54 minutes, 31 seconds West, a distance of 226.14 feet to a
5/8-inch iron rod with “PBS&J” cap found at the beginning of a tangent curve to the left; 
 In a westerly
direction, along said curve to the left, having a central angle of 10 degrees, 54 minutes, 08 seconds, a radius of 1,614.00 feet, a chord bearing and distance of South 83 degrees, 27 minutes, 27 seconds West, 306.65 feet, an arc distance of 307.11
feet to a “+” cut in concrete found for corner, said point being the southwest corner of said Lot 1 and the southeast corner of Lot 2, of said Block A; 
 THENCE, departing the said north line of Warren Parkway and along the east line of said Lot 2, the following five (5) calls: 
 North 11 degrees, 59 minutes, 12 seconds West, a distance of 15.02 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found at the beginning of a non-tangent curve to the right; 

In northerly direction, along said curve to the right, having a central angle of 11 degrees, 55 minutes, 23 seconds, a radius of 881.50
feet, a chord bearing and distance of North 05 degrees, 02 minutes, 48 seconds West, 183.11 feet, an arc distance of 183.44 feet to a “+” cut in concrete found at the end of said curve; North 00 degrees, 54 minutes, 53 seconds East, a
distance of 263.98 feet to a “+” cut in concrete found at the beginning of a tangent curve to the right; 

  
 Exhibit A to
Exhibit J - Page 1 








 In a northerly direction, along said curve to the right, having a central angle of 07
degrees, 30 minutes, 51 seconds, a radius of 1,316.01 feet, a chord bearing and distance of North 04 degrees, 40 minutes, 19 seconds East, 172.47 feet, an arc distance of 172.59 feet to a “+” cut in concrete found at the end of said curve,
said point being the beginning of a reverse curve to the left; 
 In a northerly direction, along said curve to the left, having
a central angle of 07 degrees, 31 minutes, 14 seconds, a radius of 1,439.75 feet, a chord bearing and distance of North 04 degrees, 40 minutes, 07 seconds East, 188.84 feet, an arc distance of 188.98 feet to a “+” cut in concrete found for
comer, said point being the northwest comer of said Lot 1, the northeast corner of said Lot 2, the southeast comer of Lot 3, Block A, Parkwood @ Frisco Bridges, an addition to the City of Frisco, Texas according to the plat recorded in Cabinet 2006,
Page 376 of said Plat Records and the southwest corner of Lot 2R, Block A of said Parkwood @ Frisco Bridges; 
 THENCE, South 89 degrees, 05
minutes, 15 seconds East, along the south line of said Lot 2R and the south line of Lot lR, Block A, Parkwood @ Frisco Bridges, an addition to the City of Frisco, Texas according to the plat recorded in Cabinet 2006, Page 200 of said Plat Records,
at a distance of 262.91 feet passing the southeast corner of said Lot 2R and the southwest corner of said Lot 1R, continuing in all a total distance of 697.58 feet to a 5/8-inch iron rod with “PBS&J” cap found for corner in the said
west line of Parkwood Boulevard, said point being the southeast corner of said Lot 1R and in a non-tangent curve to the left; 
 THENCE, along
the said west line of Parkwood Boulevard, the following three (3) calls: 
 In a southwesterly direction, along said
non-tangent curve to the left, having a central angle of 28 degrees, 01 minutes 18 seconds, a radius of 1,064.00 feet, a chord bearing and distance of South 17 degrees, 15 minutes, 39 seconds West, 515.20 feet, an arc distance of 520.37 feet to a
5/8-inch iron rod with “PBS&J” cap found at the end of said curve; 
 South 10 degrees, 13 minutes, 57 seconds
West, a distance of 66.29 feet to a 5/8-inch iron rod with “PBS&J” cap found at an angle point; 
 South 00
degrees, 56 minutes, 21 seconds East, a distance of 193.21 feet to the POINT OF BEGINNING: 
 CONTAINING, 471,733 square feet or 10.829 acres of
land, more or less. 

  
 Exhibit A to
Exhibit J - Page 2 








 DESCRIPTION OF DUKE BRIDGES PROJECT II LAND 
 DESCRIPTION, of an 11.744 acre tract of land situated in the G.A. Martin Survey, Abstract No. 149, Collin County, Texas; said tract being all of Lot 2R, Block A, Parkwood @ Frisco Bridges, an
addition to the City of Frisco, Texas according to the plat thereof recorded in Cabinet 2006, Page 376 of the Map Records of Collin County, Texas and part of that tract of land described in Special Warranty Deed to Duke Construction Limited
Partnership recorded in Document Number 20060407000458820 of the Deed Records of Collin County, Texas; said 11.744 acre tract being more particularly described as follows: 
 BEGINNING, a “+” cut in concrete found in McCandless Way (a 60-foot wide Public Way); said point being the westernmost southwest corner of said Lot 2R and a re-entrant corner of Lot 3, of said
Block A; 
 THENCE, North 00 degrees, 18 minutes, 49 seconds East, departing said McCandless Way and along an east line of said Lot 3, a
distance of 375.00 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found for corner; said point being a re-entrant corner of said Lot 3; 
 THENCE, North 89 degrees 48 minutes 36 seconds East, along a south line of said Lot 3, a distance of 165.42 feet to a 1/2-inch iron rod found for corner; said point being the northernmost southeast corner
of said Lot 3 and the southwest corner of that certain tract of land described in Special Warranty Deed to Pansy Family Limited Partnership recorded in Volume 4009, Page 1 of said Deed Records; 

THENCE, North 89 degrees, 48 minutes, 36 seconds East, along the south line of said Pansy Family Limited Partnership tract, a distance of 686.85 feet to
a 1/2-inch iron rod with “Pacheco Koch” cap found for corner; said point being the northwest corner of Lot 1R, Block A, Parkwood @ Frisco Bridges, an addition to the City of Frisco, Texas according to the plat thereof recorded in Cabinet
N, Page 655 of said Map Records; 
 THENCE, departing the said south line of the Pansy Family Limited Partnership tract and along the west line
of said Lot 1R, the following three (3) calls: 
 South 00 degrees, 11 minutes, 24 seconds East, a distance of 501.28 feet
to a 1/2-inch iron rod with “Pacheco Koch” cap found for corner; 
 South 89 degrees, 48 minutes, 36 seconds West, a
distance of 91.91 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found for corner; 
 South 00 degrees, 11
minutes, 24 seconds East, a distance of 370.52 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found for corner on the north line of Lot 1, Block A, Duke Office Park, an addition to the City of Frisco, Texas according to the plat
thereof recorded in Cabinet 2006, Page 201 of said Map Records, said point being the southwest corner of said Lot 1R; 

  
 Exhibit A to
Exhibit J - Page 3 








 THENCE, North 89 degrees, 05 minutes, 15 seconds West, along the said north line of Lot 1, a distance of
262.91 feet to a cut “+” in concrete found for corner, said point being the northwest corner of said Lot 1, the northeast corner of Lot 2, Block A of said Duke Office Park and the beginning of a non-tangent curve to the left; 

THENCE, in a northwesterly direction, along said curve to the left, having a central angle of 93 degrees 14 minutes, 56 seconds, a radius of 482.80 feet,
a chord bearing and distance of North 45 degrees, 42 minutes, 40 seconds West, 701.86 feet, an arc distance of 785.76 feet to the POINT OF BEGINNING; 
 CONTAINING, 511,554 square feet or 11.744 acres of land, more or less. 

  
 Exhibit A to
Exhibit J - Page 4 








 EXHIBIT B 
 TO EXHIBIT J 
 SCHEDULE OF PERSONAL PROPERTY 

DUKE BRIDGES I PROJECT 
  

	 	1.	Keyboard Monitor Mouse – For EMS System (CPU) 


	 	2.	Small shovel 


	 	3.	Small ice melt spreader 

 DUKE BRIDGES II
PROJECT 
  

	 	1.	Security Access system – Monitor, CPU Tower, Keyboard, Mouse 


	 	2.	Snow Shovel 


	 	3.	6 ft. ladder 


	 	4.	EMS: monitor, keyboard, mouse, printer (CPU tower is T-Mobile) 


	 	5.	Small ice melt spreader 


  
 Exhibit B to
Exhibit J - Page 1 








 EXHIBIT K 
 FORM OF ASSIGNMENT OF LEASES 
 ASSIGNMENT OF LEASES 

THIS ASSIGNMENT OF LEASES (the “Assignment”) is made as of this
             day of                     , 2011 between KANAM GRUND
KAPITALANLAGEGESELLSCHAFT MBH, a German limited liability company for the benefit of the KanAm US Grundinvest Fonds, a German open-end real estate fund sponsored by KanAm Grund Kapitalanlagegesellschaft mbH (“Assignor”) and
WELLS CORE REIT - 7624/7668 WARREN, LLC, a Delaware limited liability company (“Assignee”) 
 For and in
consideration of the sum of Ten Dollars ($10.00) and other valuable consideration to it in hand paid by Assignee to Assignor, the conveyance by Assignor to Assignee of all that certain real property being particularly described on
Exhibit “A” attached hereto and incorporated herein by this reference (the “Property”), and the mutual covenants herein contained, the receipt and sufficiency of the foregoing consideration being hereby
acknowledged by the parties hereto, Assignor hereby assigns, transfers, sets over and conveys to Assignee all of Assignor’s right, title and interest in, to and under (i) any and all existing and outstanding leases, licenses and occupancy
agreements, and related guarantees, of the improvements comprising a part of the Property as described on Exhibit “B” attached hereto and incorporated herein by this reference (collectively, the “Leases”), together
with the security deposits described in the schedule attached hereto as Exhibit “C” (the “Security Deposits”), which Assignor certifies truly and correctly identifies all of the security deposits held by Assignor
under the Leases, and (ii) that certain commission agreement described on Exhibit “B” attached hereto and incorporated herein by this reference (the “Commission Agreement”) 

Assignee does hereby assume and agree to perform all of Assignor’s obligations under or with respect to the Leases first arising
from and after the date hereof, including without limitation, any and all obligations to pay leasing commissions under the Commission Agreement which are due or payable under the Leases that results from the exercise of a renewal or expansion after
the date hereof, and claims made by tenants with respect to the Security Deposits to the extent paid, credited or assigned to Assignee by Assignor. Assignee agrees to indemnify, protect, defend and hold Assignor harmless from and against any and all
liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees actually incurred) directly or indirectly arising out of or related to any breach or default in Assignee’s performance of the duties and obligations of
Assignee under or with respect to the Leases or the Commission Agreement arising on or after the date hereof. Assignor shall remain liable for all obligations of the “Landlord” under or with respect to the Leases and the Commission
Agreement arising prior to the date hereof. Assignor agrees to indemnify, protect, defend and hold Assignee harmless from and against any and all liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees actually
incurred) directly or indirectly arising out of or related to any breach or default in Assignor’s performance of the duties and obligations of Assignor under or with respect to the Leases or the Commission Agreement arising prior to the date
hereof. 

  
 Exhibit K
- Page 1 








 All capitalized terms not defined herein shall have the meanings ascribed to such terms as
set forth in that certain Purchase and Sale Agreement dated as of April     , 2011, between Assignor and Assignee. 
 This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and their respective heirs, executors, administrators, successors and assigns. 

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

  
 Exhibit K
- Page 2 








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

			
	ASSIGNOR: 
	
	KANAM GRUND KAPITALANLAGEGESELLSCHAFT MBH, a German limited liability company, for the benefit of the KanAm US Grundinvest Fonds, a German open-end real estate
fund sponsored by KanAm Grund Kapitalanlagegesellschaft mbH



					
			
	By:	 	  
	 	



					
	Name:	 	  
	 	



					
	Title:	 	  
	 	



					
			
	By:	 	  
	 	



					
	Name:	 	  
	 	



					
	Title:	 	  
	 	



									
	
	ASSIGNEE: 
	
	 WELLS CORE REIT - 7624/7668 WARREN, LLC,
 a Delaware limited liability company

		
	By:	 	 Wells Core Office Income Operating Partnership, L.P.,
 a Delaware limited partnership, its sole member

			
		 	By:	 	 Wells Core Office Income REIT, Inc., a
 Maryland corporation, its sole general partner

					
		 		 	By:	 	  
	 	
		 		 	Name:	 	  
	 	
		 		 	Title:	 	  
	 	



  
 Exhibit K
- Page 3 








 EXHIBIT A 
 TO EXHIBIT K 
 LEGAL DESCRIPTION 

DESCRIPTION OF DUKE BRIDGES PROJECT I LAND 
 DESCRIPTION of a 10.829 acre tract of land situated in the G.A. Martin Survey, Abstract No. 604, in the City of Frisco, Collin County, Texas, said tract being all of Lot 1, Block A, Duke Office Park,
an addition to the City of Frisco, Texas according to the plat recorded in Cabinet 2006, Page 201 of the Plat Records of Collin County, Texas, said tract being part of that certain tract of land described in Special Warranty Deed to Duke
Construction Limited Partnership recorded in County Clerk’s Instrument Number 2006-0309000310290 of the Deed Records of Collin County, Texas, said 10.829 acre tract being more particularly described as follows : 

BEGINNING at a “+” cut in stone found at the north end of a right-of-way corner clip at the intersection of the north right-of-way line of
Warren Parkway (a variable width right-of-way) and the west right-of-way line of Parkwood Boulevard (a variable width right-of-way), said point being the northernmost southeast comer of said Lot 1; 

THENCE, South 43 degrees, 59 minutes, 05 seconds West, along said corner clip, a distance of 28.32 feet to a “+” cut in stone found at the
south end of said corner clip, said point being in the said north line of Warren Parkway; 
 THENCE, along the said north line of Warren
Parkway, the following two (2) calls: 
 South 88 degrees, 54 minutes, 31 seconds West, a distance of 226.14 feet to a
5/8-inch iron rod with “PBS&J” cap found at the beginning of a tangent curve to the left; 
 In a westerly
direction, along said curve to the left, having a central angle of 10 degrees, 54 minutes, 08 seconds, a radius of 1,614.00 feet, a chord bearing and distance of South 83 degrees, 27 minutes, 27 seconds West, 306.65 feet, an arc distance of 307.11
feet to a “+” cut in concrete found for corner, said point being the southwest corner of said Lot 1 and the southeast corner of Lot 2, of said Block A; 
 THENCE, departing the said north line of Warren Parkway and along the east line of said Lot 2, the following five (5) calls: 
 North 11 degrees, 59 minutes, 12 seconds West, a distance of 15.02 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found at the beginning of a non-tangent curve to the right; 

In northerly direction, along said curve to the right, having a central angle of 11 degrees, 55 minutes, 23 seconds, a radius of 881.50
feet, a chord bearing and distance of North 05 degrees, 02 minutes, 48 seconds West, 183.11 feet, an arc distance of 183.44 feet to a “+” cut in concrete found at the end of said curve; North 00 degrees, 54 minutes, 53 seconds East, a
distance of 263.98 feet to a “+” cut in concrete found at the beginning of a tangent curve to the right; 

  
 Exhibit A to
Exhibit K - Page 1 








 In a northerly direction, along said curve to the right, having a central angle of 07
degrees, 30 minutes, 51 seconds, a radius of 1,316.01 feet, a chord bearing and distance of North 04 degrees, 40 minutes, 19 seconds East, 172.47 feet, an arc distance of 172.59 feet to a “+” cut in concrete found at the end of said curve,
said point being the beginning of a reverse curve to the left; 
 In a northerly direction, along said curve to the left, having
a central angle of 07 degrees, 31 minutes, 14 seconds, a radius of 1,439.75 feet, a chord bearing and distance of North 04 degrees, 40 minutes, 07 seconds East, 188.84 feet, an arc distance of 188.98 feet to a “+” cut in concrete found for
comer, said point being the northwest comer of said Lot 1, the northeast corner of said Lot 2, the southeast comer of Lot 3, Block A, Parkwood @ Frisco Bridges, an addition to the City of Frisco, Texas according to the plat recorded in Cabinet 2006,
Page 376 of said Plat Records and the southwest corner of Lot 2R, Block A of said Parkwood @ Frisco Bridges; 
 THENCE, South 89 degrees, 05
minutes, 15 seconds East, along the south line of said Lot 2R and the south line of Lot lR, Block A, Parkwood @ Frisco Bridges, an addition to the City of Frisco, Texas according to the plat recorded in Cabinet 2006, Page 200 of said Plat Records,
at a distance of 262.91 feet passing the southeast corner of said Lot 2R and the southwest corner of said Lot 1R, continuing in all a total distance of 697.58 feet to a 5/8-inch iron rod with “PBS&J” cap found for corner in the said
west line of Parkwood Boulevard, said point being the southeast corner of said Lot 1R and in a non-tangent curve to the left; 
 THENCE, along
the said west line of Parkwood Boulevard, the following three (3) calls: 
 In a southwesterly direction, along said
non-tangent curve to the left, having a central angle of 28 degrees, 01 minutes 18 seconds, a radius of 1,064.00 feet, a chord bearing and distance of South 17 degrees, 15 minutes, 39 seconds West, 515.20 feet, an arc distance of 520.37 feet to a
5/8-inch iron rod with “PBS&J” cap found at the end of said curve; 
 South 10 degrees, 13 minutes, 57 seconds
West, a distance of 66.29 feet to a 5/8-inch iron rod with “PBS&J” cap found at an angle point; 
 South 00
degrees, 56 minutes, 21 seconds East, a distance of 193.21 feet to the POINT OF BEGINNING: 
 CONTAINING, 471,733 square feet or 10.829 acres of
land, more or less. 

  
 Exhibit A to
Exhibit K - Page 2 








 DESCRIPTION OF DUKE BRIDGES PROJECT II LAND 
 DESCRIPTION, of an 11.744 acre tract of land situated in the G.A. Martin Survey, Abstract No. 149, Collin County, Texas; said tract being all of Lot 2R, Block A, Parkwood @ Frisco Bridges, an
addition to the City of Frisco, Texas according to the plat thereof recorded in Cabinet 2006, Page 376 of the Map Records of Collin County, Texas and part of that tract of land described in Special Warranty Deed to Duke Construction Limited
Partnership recorded in Document Number 20060407000458820 of the Deed Records of Collin County, Texas; said 11.744 acre tract being more particularly described as follows: 
 BEGINNING, a “+” cut in concrete found in McCandless Way (a 60-foot wide Public Way); said point being the westernmost southwest corner of said Lot 2R and a re-entrant corner of Lot 3, of said
Block A; 
 THENCE, North 00 degrees, 18 minutes, 49 seconds East, departing said McCandless Way and along an east line of said Lot 3, a
distance of 375.00 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found for corner; said point being a re-entrant corner of said Lot 3; 
 THENCE, North 89 degrees 48 minutes 36 seconds East, along a south line of said Lot 3, a distance of 165.42 feet to a 1/2-inch iron rod found for corner; said point being the northernmost southeast corner
of said Lot 3 and the southwest corner of that certain tract of land described in Special Warranty Deed to Pansy Family Limited Partnership recorded in Volume 4009, Page 1 of said Deed Records; 

THENCE, North 89 degrees, 48 minutes, 36 seconds East, along the south line of said Pansy Family Limited Partnership tract, a distance of 686.85 feet to
a 1/2-inch iron rod with “Pacheco Koch” cap found for corner; said point being the northwest corner of Lot 1R, Block A, Parkwood @ Frisco Bridges, an addition to the City of Frisco, Texas according to the plat thereof recorded in Cabinet
N, Page 655 of said Map Records; 
 THENCE, departing the said south line of the Pansy Family Limited Partnership tract and along the west line
of said Lot 1R, the following three (3) calls: 
 South 00 degrees, 11 minutes, 24 seconds East, a distance of 501.28 feet
to a 1/2-inch iron rod with “Pacheco Koch” cap found for corner; 
 South 89 degrees, 48 minutes, 36 seconds West, a
distance of 91.91 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found for corner; 
 South 00 degrees, 11
minutes, 24 seconds East, a distance of 370.52 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found for corner on the north line of Lot 1, Block A, Duke Office Park, an addition to the City of Frisco, Texas according to the plat
thereof recorded in Cabinet 2006, Page 201 of said Map Records, said point being the southwest corner of said Lot 1R; 

  
 Exhibit A to
Exhibit K - Page 3 








 THENCE, North 89 degrees, 05 minutes, 15 seconds West, along the said north line of Lot 1, a distance of
262.91 feet to a cut “+” in concrete found for corner, said point being the northwest corner of said Lot 1, the northeast corner of Lot 2, Block A of said Duke Office Park and the beginning of a non-tangent curve to the left; 

THENCE, in a northwesterly direction, along said curve to the left, having a central angle of 93 degrees 14 minutes, 56 seconds, a radius of 482.80 feet,
a chord bearing and distance of North 45 degrees, 42 minutes, 40 seconds West, 701.86 feet, an arc distance of 785.76 feet to the POINT OF BEGINNING; 
 CONTAINING, 511,554 square feet or 11.744 acres of land, more or less. 

  
 Exhibit A to
Exhibit K - Page 4 








 EXHIBIT B 
 TO EXHIBIT K 
 LEASES AND COMMISSION AGREEMENT 

  
 Exhibit B to
Exhibit K - Page 1 








 EXHIBIT C 
 TO EXHIBIT K 
 CERTIFIED SCHEDULE OF SECURITY DEPOSITS 

EFA - $45,290.04, cash. 

  
 Exhibit C to
Exhibit K - Page 1 








 EXHIBIT L 
 FORM OF BLANKET TRANSFER AND ASSIGNMENT 
 BLANKET TRANSFER AND ASSIGNMENT

 THIS BLANKET TRANSFER AND ASSIGNMENT, made and entered into as of the
         day of             , 2011, by and between KANAM GRUND KAPITALANLAGEGESELLSCHAFT MBH, a German limited liability company
for the benefit of the KanAm US Grundinvest Fonds, a German open-end real estate fund sponsored by KanAm Grund Kapitalanlagegesellschaft mbH (hereinafter referred to as “Assignor”) and WELLS CORE REIT - 7624/7668 WARREN, LLC,
a Delaware limited liability company (hereinafter referred to as “Assignee”). 
 W I T N E S S E T H:

 For and in consideration of the sum of Ten and No/100 Dollars ($10.00), the premises, the conveyance by Assignor to
Assignee of the improved real property described on Exhibit “A” attached hereto and incorporated herein by this reference (hereinafter referred to as the “Property”), and the mutual covenants herein contained,
the receipt, adequacy, and sufficiency of the foregoing consideration being hereby acknowledged by the parties hereto, Assignor hereby transfers, grants, conveys, and assigns to Assignee, all of Assignor’s right, title and interest in and to
(i) all plans and specifications with respect to the improvements located on the Property (the “Improvements”); (ii) all assignable warranties, trademarks, rights of copyright, guaranties (express or implied) and other
rights issued to or held by Seller in connection with the Improvements or the Personal Property (as defined below), (iii) all assignable permits, licenses, approvals and authorizations issued by any governmental authority in connection with the
Property (collectively, the “Permits”) and (iv) all intangibles associated with the Property, the Personal Property and the Improvements, including but not limited to the non-exclusive rights, to the identifying name of the
Improvements and the logo therefor, if any. 
 As used herein, the term “Personal Property” shall mean all of
that personal property conveyed to Assignee pursuant to that certain Bill of Sale executed by Assignor in favor of Assignee and dated as of even date herewith. 
 All capitalized terms not defined herein shall have the meanings ascribed to such terms as set forth in that certain Purchase and Sale Agreement dated as of April     , 2011,
between Assignor and Assignee. This Blanket Transfer and Assignment shall be governed by, and construed under, the laws of the State of Texas. 
 This Blanket Transfer and Assignment shall inure to the benefit of, and be binding upon, the respective legal representatives, successors, and assigns of the parties hereto. 

  
 Exhibit L
- Page 1 








 IN WITNESS WHEREOF, Assignor and Assignee have caused this instrument to be properly
executed and their respective seals affixed hereto the day, month and year first above written. 
  

			
	ASSIGNOR:
	
	KANAM GRUND KAPITALANLAGEGESELLSCHAFT MBH, a German limited liability company, for the benefit of the KanAm US Grundinvest Fonds, a German open-end real estate
fund sponsored by KanAm Grund KapitalanlagegesellschaftmbH



					
			
	By:	 	  
	 	



					
	Name:	 	  
	 	



					
	Title:	 	  
	 	



					
			
	By:	 	  
	 	



					
	Name:	 	  
	 	



					
	Title:	 	  
	 	



									
	
	ASSIGNEE:
	
	 WELLS CORE REIT - 7624/7668 WARREN, LLC,
 a Delaware limited liability company

		
	By:	 	 Wells Core Office Income Operating Partnership, L.P.,
 a Delaware limited partnership, its sole member

			
		 	By:	 	 Wells Core Office Income REIT, Inc., a
 Maryland corporation, its sole general partner

					
		 		 	By:	 	  
	 	
		 		 	Name:	 	  
	 	
		 		 	Title:	 	  
	 	



  
 Exhibit L
- Page 2 








 EXHIBIT A 
 TO EXHIBIT L 
 LEGAL DESCRIPTION 

DESCRIPTION OF DUKE BRIDGES PROJECT I LAND 
 DESCRIPTION of a 10.829 acre tract of land situated in the G.A. Martin Survey, Abstract No. 604, in the City of Frisco, Collin County, Texas, said tract being all of Lot 1, Block A, Duke Office Park,
an addition to the City of Frisco, Texas according to the plat recorded in Cabinet 2006, Page 201 of the Plat Records of Collin County, Texas, said tract being part of that certain tract of land described in Special Warranty Deed to Duke
Construction Limited Partnership recorded in County Clerk’s Instrument Number 2006-0309000310290 of the Deed Records of Collin County, Texas, said 10.829 acre tract being more particularly described as follows : 

BEGINNING at a “+” cut in stone found at the north end of a right-of-way corner clip at the intersection of the north right-of-way line of
Warren Parkway (a variable width right-of-way) and the west right-of-way line of Parkwood Boulevard (a variable width right-of-way), said point being the northernmost southeast comer of said Lot 1; 

THENCE, South 43 degrees, 59 minutes, 05 seconds West, along said corner clip, a distance of 28.32 feet to a “+” cut in stone found at the
south end of said corner clip, said point being in the said north line of Warren Parkway; 
 THENCE, along the said north line of Warren
Parkway, the following two (2) calls: 
 South 88 degrees, 54 minutes, 31 seconds West, a distance of 226.14 feet to a
5/8-inch iron rod with “PBS&J” cap found at the beginning of a tangent curve to the left; 
 In a westerly
direction, along said curve to the left, having a central angle of 10 degrees, 54 minutes, 08 seconds, a radius of 1,614.00 feet, a chord bearing and distance of South 83 degrees, 27 minutes, 27 seconds West, 306.65 feet, an arc distance of 307.11
feet to a “+” cut in concrete found for corner, said point being the southwest corner of said Lot 1 and the southeast corner of Lot 2, of said Block A; 
 THENCE, departing the said north line of Warren Parkway and along the east line of said Lot 2, the following five (5) calls: 
 North 11 degrees, 59 minutes, 12 seconds West, a distance of 15.02 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found at the beginning of a non-tangent curve to the right; 

In northerly direction, along said curve to the right, having a central angle of 11 degrees, 55 minutes, 23 seconds, a radius of 881.50
feet, a chord bearing and distance of North 05 degrees, 02 minutes, 48 seconds West, 183.11 feet, an arc distance of 183.44 feet to a “+” cut in concrete found at the end of said curve; North 00 degrees, 54 minutes, 53 seconds East, a
distance of 263.98 feet to a “+” cut in concrete found at the beginning of a tangent curve to the right; 

  
 Exhibit A to
Exhibit L - Page 1 








 In a northerly direction, along said curve to the right, having a central angle of 07
degrees, 30 minutes, 51 seconds, a radius of 1,316.01 feet, a chord bearing and distance of North 04 degrees, 40 minutes, 19 seconds East, 172.47 feet, an arc distance of 172.59 feet to a “+” cut in concrete found at the end of said curve,
said point being the beginning of a reverse curve to the left; 
 In a northerly direction, along said curve to the left, having
a central angle of 07 degrees, 31 minutes, 14 seconds, a radius of 1,439.75 feet, a chord bearing and distance of North 04 degrees, 40 minutes, 07 seconds East, 188.84 feet, an arc distance of 188.98 feet to a “+” cut in concrete found for
comer, said point being the northwest comer of said Lot 1, the northeast corner of said Lot 2, the southeast comer of Lot 3, Block A, Parkwood @ Frisco Bridges, an addition to the City of Frisco, Texas according to the plat recorded in Cabinet 2006,
Page 376 of said Plat Records and the southwest corner of Lot 2R, Block A of said Parkwood @ Frisco Bridges; 
 THENCE, South 89 degrees, 05
minutes, 15 seconds East, along the south line of said Lot 2R and the south line of Lot lR, Block A, Parkwood @ Frisco Bridges, an addition to the City of Frisco, Texas according to the plat recorded in Cabinet 2006, Page 200 of said Plat Records,
at a distance of 262.91 feet passing the southeast corner of said Lot 2R and the southwest corner of said Lot 1R, continuing in all a total distance of 697.58 feet to a 5/8-inch iron rod with “PBS&J” cap found for corner in the said
west line of Parkwood Boulevard, said point being the southeast corner of said Lot 1R and in a non-tangent curve to the left; 
 THENCE, along
the said west line of Parkwood Boulevard, the following three (3) calls: 
 In a southwesterly direction, along said
non-tangent curve to the left, having a central angle of 28 degrees, 01 minutes 18 seconds, a radius of 1,064.00 feet, a chord bearing and distance of South 17 degrees, 15 minutes, 39 seconds West, 515.20 feet, an arc distance of 520.37 feet to a
5/8-inch iron rod with “PBS&J” cap found at the end of said curve; 
 South 10 degrees, 13 minutes, 57 seconds
West, a distance of 66.29 feet to a 5/8-inch iron rod with “PBS&J” cap found at an angle point; 
 South 00
degrees, 56 minutes, 21 seconds East, a distance of 193.21 feet to the POINT OF BEGINNING: 
 CONTAINING, 471,733 square feet or 10.829 acres of
land, more or less. 

  
 Exhibit A to
Exhibit L - Page 2 








 DESCRIPTION OF DUKE BRIDGES PROJECT II LAND 
 DESCRIPTION, of an 11.744 acre tract of land situated in the G.A. Martin Survey, Abstract No. 149, Collin County, Texas; said tract being all of Lot 2R, Block A, Parkwood @ Frisco Bridges, an
addition to the City of Frisco, Texas according to the plat thereof recorded in Cabinet 2006, Page 376 of the Map Records of Collin County, Texas and part of that tract of land described in Special Warranty Deed to Duke Construction Limited
Partnership recorded in Document Number 20060407000458820 of the Deed Records of Collin County, Texas; said 11.744 acre tract being more particularly described as follows: 
 BEGINNING, a “+” cut in concrete found in McCandless Way (a 60-foot wide Public Way); said point being the westernmost southwest corner of said Lot 2R and a re-entrant corner of Lot 3, of said
Block A; 
 THENCE, North 00 degrees, 18 minutes, 49 seconds East, departing said McCandless Way and along an east line of said Lot 3, a
distance of 375.00 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found for corner; said point being a re-entrant corner of said Lot 3; 
 THENCE, North 89 degrees 48 minutes 36 seconds East, along a south line of said Lot 3, a distance of 165.42 feet to a 1/2-inch iron rod found for corner; said point being the northernmost southeast corner
of said Lot 3 and the southwest corner of that certain tract of land described in Special Warranty Deed to Pansy Family Limited Partnership recorded in Volume 4009, Page 1 of said Deed Records; 

THENCE, North 89 degrees, 48 minutes, 36 seconds East, along the south line of said Pansy Family Limited Partnership tract, a distance of 686.85 feet to
a 1/2-inch iron rod with “Pacheco Koch” cap found for corner; said point being the northwest corner of Lot 1R, Block A, Parkwood @ Frisco Bridges, an addition to the City of Frisco, Texas according to the plat thereof recorded in Cabinet
N, Page 655 of said Map Records; 
 THENCE, departing the said south line of the Pansy Family Limited Partnership tract and along the west line
of said Lot 1R, the following three (3) calls: 
 South 00 degrees, 11 minutes, 24 seconds East, a distance of 501.28 feet
to a 1/2-inch iron rod with “Pacheco Koch” cap found for corner; 
 South 89 degrees, 48 minutes, 36 seconds West, a
distance of 91.91 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found for corner; 
 South 00 degrees, 11
minutes, 24 seconds East, a distance of 370.52 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found for corner on the north line of Lot 1, Block A, Duke Office Park, an addition to the City of Frisco, Texas according to the plat
thereof recorded in Cabinet 2006, Page 201 of said Map Records, said point being the southwest corner of said Lot 1R; 

  
 Exhibit A to
Exhibit L - Page 3 








 THENCE, North 89 degrees, 05 minutes, 15 seconds West, along the said north line of Lot 1, a distance of
262.91 feet to a cut “+” in concrete found for corner, said point being the northwest corner of said Lot 1, the northeast corner of Lot 2, Block A of said Duke Office Park and the beginning of a non-tangent curve to the left; 

THENCE, in a northwesterly direction, along said curve to the left, having a central angle of 93 degrees 14 minutes, 56 seconds, a radius of 482.80 feet,
a chord bearing and distance of North 45 degrees, 42 minutes, 40 seconds West, 701.86 feet, an arc distance of 785.76 feet to the POINT OF BEGINNING; 
 CONTAINING, 511,554 square feet or 11.744 acres of land, more or less. 

  
 Exhibit A to
Exhibit L - Page 4 








 EXHIBIT M 
 FORM OF TENANT NOTICE LETTER 
 TENANT NOTIFICATION LETTER 

[DATE OF SALE CLOSING] 
 HAND DELIVERED

  

	TO:	                           
              at 7624 and 7668 Warren Parkway, City of Frisco, Collin County, Texas (the “Property”) 


 

	RE:	Notification Regarding Change of Ownership 


Ladies and Gentlemen: 
 You are
hereby notified that KANAM GRUND KAPITALANLAGEGESELLSCHAFT MBH, a German limited liability company for the benefit of the KanAm US Grundinvest Fonds, a German open-end real estate fund sponsored by KanAm Grund Kapitalanlagegesellschaft mbH
(“Prior Landlord”) has transferred the above-referenced Property, in which you are a tenant, to WELLS CORE REIT - 7624/7668 WARREN, LLC, a Delaware limited liability company (“New Owner”) as of the date of
this letter. 
 In connection with the transfer and pursuant to the Assignment of Leases between Prior Landlord and New Owner,
Prior Landlord has assigned to New Owner all of Prior Landlord’s interest under your lease of space within the Property, and New Owner has assumed the obligations of the landlord under the lease accruing on or after the date hereof. 

Effective immediately after your receipt of this Notice, all rent and other sums payable under your lease shall be paid to New Owner by
wire transfer of federal funds in accordance with the following wire instructions: 
  

							
		 	Bank Name:	  	J.P. Morgan Chase	  	
		 	Bank Address:	  	New York, New York	  	
		 	ABA #:	  	021000021	  	
		 	Account Name:	  	  
	  	
		 	Account #:	  	  
	  	

 All notices to the landlord under your lease are to be sent to New Owner at the following address or such
address as New Owner may hereafter designate: 
 c/o Wells Real Estate Funds 

6200 The Corners Parkway 
 Suite 250 
 Norcross, Georgia 30092 

Attention:
                             

  
 Exhibit M
- Page 1 








 with a copy to: 
 Wells Real Estate Funds 
 6200 The Corners Parkway 

Suite 250 

Norcross, Georgia 30092 
 Attention:                              

In addition, please notify the insurance carrier or carriers providing the insurance required under your lease and have New Owner added
as an additional insured. Please have your insurance carrier issue Certificates of Coverage to New Owner with respect to your property and liability policies. 
 If you have any questions regarding any of this information, please contact                     ,
Property Manager, at                     . 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

  
 Exhibit M
- Page 2 








 
			
	PRIOR LANDLORD:
	
	KANAM GRUND KAPITALANLAGEGESELLSCHAFT MBH, a German limited liability company, for the benefit of the KanAm US Grundinvest Fonds, a German open-end real estate
fund sponsored by KanAm Grund KapitalanlagegesellschaftmbH



					
			
	By:	 	  
	 	
	Name:	 	  
	 	
	Title:	 	  
	 	
			
	By:	 	  
	 	
	Name:	 	  
	 	
	Title:	 	  
	 	



									
	
	NEW OWNER:
	
	 WELLS CORE REIT - 7624/7668 WARREN, LLC,
 a Delaware limited liability company

		
	By:	 	 Wells Core Office Income Operating Partnership, L.P.,
 a Delaware limited partnership, its sole member

			
		 	By:	 	 Wells Core Office Income REIT, Inc., a
 Maryland corporation, its sole general partner

					
		 		 	By:	 	  
	 	
		 		 	Name:	 	  
	 	
		 		 	Title:	 	  
	 	



  
 Exhibit M
- Page 3 








 EXHIBIT N 
 FORM OF OWNER’S AFFIDAVIT 
 AFFIDAVIT AS TO DEBTS, LIENS AND POSSESSION

  

							
	STATE OF	 	  
	 	§
		 		 		 	§
	COUNTY OF	 	  
	 	§

 BEFORE ME, the undersigned authority, on this day personally appeared
                             and
                                        
(collectively, “Affiant”), each as Directors of KanAm Grund Kapitalanlagegesellschaft mbH, a German limited liability company, for the benefit of KanAm US-grundinvest Fonds, a German open-end real estate fund sponsored by KanAm
Grund Kapitalanlagegesellschaft mbH (“Owner”), who on his oath, deposes and says, to the best of his knowledge and belief, as follows: 
  

	1.	Each of Affiant is a duly authorized representative of Owner and in that capacity, he is authorized to act on behalf of Owner in all matters relating to the sale,
disposition and financing of the real estate identified on Exhibit A attached hereto (hereinafter the “Property”), subject only to those matters set forth on Exhibit B attached hereto and made a part hereof by this
reference or as otherwise disclosed in that certain Commitment for Title Insurance (the “Commitment”) issued by Fidelity National Title Insurance Company bearing Commitment No.
                    , dated                  ,
2011 (collectively the “Permitted Exceptions”). 

  

	2.	Owner is desirous of selling the Property and a Policy or Policies of Title Insurance has been requested by the buyer and the buyer’s lender guaranteeing title of
same to the buyer and the lender providing financing to be secured by the Property. 

  

	3.	In connection with the issuance of any such Policy, Affiant makes the following statement of facts: 


 

	 	a.	Affiant has no current actual knowledge of any adverse claim to any of the Property; that the Property having heretofore been transferred or conveyed in any part; and
that so far as Affiant knows there are no encroachments or boundary conflicts other than those shown on the current survey of the Property, a copy of which has been delivered to and reviewed by Fidelity National Title Insurance Company (the
“Title Company”). 

  

	 	b.	Except as may be disclosed pursuant to the Permitted Exceptions, Affiant states (i) Owner has not incurred any indebtedness that would affect the title to the
Property, (ii) to Affiant’s current and actual knowledge, there are no liens (including Federal or States Liens, Judgment Liens or materialman’s and mechanic’s liens) of any kind on the Property and (iii) to Affiant’s
actual knowledge, no suits pending against the Owner in Federal or State Court except as may be disclosed in said Policy. 


  
 Exhibit N -
Page 1 









	 	c.	Except for actual tenants in possession of the Property under unrecorded leases (i) no person or entity now has possession of the Property, and (ii) Affiant
has no current and actual knowledge of any person or entity that would have the right to possession of the Property other than Owner and other than as may be disclosed in the Permitted Exceptions. 


 

	 	d.	There are no labor or material claims against the improvements or repairs, if any, or the Property upon which such improvements are situated, which have not been fully
paid or which will not be fully paid as and when due in the ordinary course of business, and Affiant hereby declares that all sums of money due for the erection of improvements or repairs, if any, have been fully paid and satisfied or will be fully
paid and satisfied in the ordinary course of business. 

  

	 	e.	All occupancy and use taxes for the state and county are current and paid as of the date hereof or will be paid on or before such taxes become delinquent.


  

	 	f.	There are no brokers that have a signed commission agreement with Owner under which a commission is claimed or earned and has not been paid, which are not shown on the
settlement statements pertaining to this transaction. 

  

	4.	Affiant recognizes that but for the making of the hereinabove statement of facts relative to the Property, the Title Company would not issue a title policy with respect
to the Property and that such statements have been made as a material inducement for the issuance of such Policy. 

  

	5.	Each of Affiant makes the hereinabove statement of facts relative to the Property only in Affiant’s role as Director of Owner, and each of Affiant shall have no
personal liability hereunder. 

 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; 

SIGNATURE PAGE FOLLOWS] 

  
 Exhibit N -
Page 2 








 Dated this          day of
                    , 2011. 
  

			
	AFFIANT:
		
	By:	 	
 




			
	Name:	 	
 




			
	Title:	 	
 




			
		
	By:	 	
 




			
	Name:	 	
 




			
	Title:	 	  



  

							
	STATE OF	 	  
	 	§
		 		 		 	§
	COUNTY OF	 	  
	 	§

 The foregoing instrument was acknowledged before me this      day of
                    , 2011 by
                     and
                                        ,
each as Directors of KanAm Grund Kapitalanlagegesellschaft mbH, a German limited liability company, for the benefit of KanAm US-grundinvest Fonds, a German open-end real estate fund sponsored by KanAm Grund Kapitalanlagegesellschaft mbH, the within
named Owner, and they executed the foregoing instrument for the purposes therein contained. 
  

			
	  

	Notary Public, State of
                        
	
	My Commission Expires:
	  
	 	


 [NOTARIAL SEAL] 

  
 Exhibit N -
Page 3 








 EXHIBIT A 
 TO EXHIBIT N 
 LEGAL DESCRIPTION 

DESCRIPTION OF DUKE BRIDGES PROJECT I LAND 
 DESCRIPTION of a 10.829 acre tract of land situated in the G.A. Martin Survey, Abstract No. 604, in the City of Frisco, Collin County, Texas, said tract being all of Lot 1, Block A, Duke Office Park,
an addition to the City of Frisco, Texas according to the plat recorded in Cabinet 2006, Page 201 of the Plat Records of Collin County, Texas, said tract being part of that certain tract of land described in Special Warranty Deed to Duke
Construction Limited Partnership recorded in County Clerk’s Instrument Number 2006-0309000310290 of the Deed Records of Collin County, Texas, said 10.829 acre tract being more particularly described as follows : 

BEGINNING at a “+” cut in stone found at the north end of a right-of-way corner clip at the intersection of the north right-of-way line of
Warren Parkway (a variable width right-of-way) and the west right-of-way line of Parkwood Boulevard (a variable width right-of-way), said point being the northernmost southeast comer of said Lot 1; 

THENCE, South 43 degrees, 59 minutes, 05 seconds West, along said corner clip, a distance of 28.32 feet to a “+” cut in stone found at the
south end of said corner clip, said point being in the said north line of Warren Parkway; 
 THENCE, along the said north line of Warren
Parkway, the following two (2) calls: 
 South 88 degrees, 54 minutes, 31 seconds West, a distance of 226.14 feet to a
5/8-inch iron rod with “PBS&J” cap found at the beginning of a tangent curve to the left; 
 In a westerly
direction, along said curve to the left, having a central angle of 10 degrees, 54 minutes, 08 seconds, a radius of 1,614.00 feet, a chord bearing and distance of South 83 degrees, 27 minutes, 27 seconds West, 306.65 feet, an arc distance of 307.11
feet to a “+” cut in concrete found for corner, said point being the southwest corner of said Lot 1 and the southeast corner of Lot 2, of said Block A; 
 THENCE, departing the said north line of Warren Parkway and along the east line of said Lot 2, the following five (5) calls: 
 North 11 degrees, 59 minutes, 12 seconds West, a distance of 15.02 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found at the beginning of a non-tangent curve to the right; 

In northerly direction, along said curve to the right, having a central angle of 11 degrees, 55 minutes, 23 seconds, a radius of 881.50
feet, a chord bearing and distance of North 05 degrees, 02 minutes, 48 seconds West, 183.11 feet, an arc distance of 183.44 feet to a “+” cut in concrete found at the end of said curve; North 00 degrees, 54 minutes, 53 seconds East, a
distance of 263.98 feet to a “+” cut in concrete found at the beginning of a tangent curve to the right; 

  
 Exhibit A to
Exhibit N - Page 1 








 In a northerly direction, along said curve to the right, having a central angle of 07
degrees, 30 minutes, 51 seconds, a radius of 1,316.01 feet, a chord bearing and distance of North 04 degrees, 40 minutes, 19 seconds East, 172.47 feet, an arc distance of 172.59 feet to a “+” cut in concrete found at the end of said curve,
said point being the beginning of a reverse curve to the left; 
 In a northerly direction, along said curve to the left, having
a central angle of 07 degrees, 31 minutes, 14 seconds, a radius of 1,439.75 feet, a chord bearing and distance of North 04 degrees, 40 minutes, 07 seconds East, 188.84 feet, an arc distance of 188.98 feet to a “+” cut in concrete found for
comer, said point being the northwest comer of said Lot 1, the northeast corner of said Lot 2, the southeast comer of Lot 3, Block A, Parkwood @ Frisco Bridges, an addition to the City of Frisco, Texas according to the plat recorded in Cabinet 2006,
Page 376 of said Plat Records and the southwest corner of Lot 2R, Block A of said Parkwood @ Frisco Bridges; 
 THENCE, South 89 degrees, 05
minutes, 15 seconds East, along the south line of said Lot 2R and the south line of Lot lR, Block A, Parkwood @ Frisco Bridges, an addition to the City of Frisco, Texas according to the plat recorded in Cabinet 2006, Page 200 of said Plat Records,
at a distance of 262.91 feet passing the southeast corner of said Lot 2R and the southwest corner of said Lot 1R, continuing in all a total distance of 697.58 feet to a 5/8-inch iron rod with “PBS&J” cap found for corner in the said
west line of Parkwood Boulevard, said point being the southeast corner of said Lot 1R and in a non-tangent curve to the left; 
 THENCE, along
the said west line of Parkwood Boulevard, the following three (3) calls: 
 In a southwesterly direction, along said
non-tangent curve to the left, having a central angle of 28 degrees, 01 minutes 18 seconds, a radius of 1,064.00 feet, a chord bearing and distance of South 17 degrees, 15 minutes, 39 seconds West, 515.20 feet, an arc distance of 520.37 feet to a
5/8-inch iron rod with “PBS&J” cap found at the end of said curve; 
 South 10 degrees, 13 minutes, 57 seconds
West, a distance of 66.29 feet to a 5/8-inch iron rod with “PBS&J” cap found at an angle point; 
 South 00
degrees, 56 minutes, 21 seconds East, a distance of 193.21 feet to the POINT OF BEGINNING: 
 CONTAINING, 471,733 square feet or 10.829 acres of
land, more or less. 

  
 Exhibit A to
Exhibit N - Page 2 








 DESCRIPTION OF DUKE BRIDGES PROJECT II LAND 
 DESCRIPTION, of an 11.744 acre tract of land situated in the G.A. Martin Survey, Abstract No. 149, Collin County, Texas; said tract being all of Lot 2R, Block A, Parkwood @ Frisco Bridges, an
addition to the City of Frisco, Texas according to the plat thereof recorded in Cabinet 2006, Page 376 of the Map Records of Collin County, Texas and part of that tract of land described in Special Warranty Deed to Duke Construction Limited
Partnership recorded in Document Number 20060407000458820 of the Deed Records of Collin County, Texas; said 11.744 acre tract being more particularly described as follows: 
 BEGINNING, a “+” cut in concrete found in McCandless Way (a 60-foot wide Public Way); said point being the westernmost southwest corner of said Lot 2R and a re-entrant corner of Lot 3, of said
Block A; 
 THENCE, North 00 degrees, 18 minutes, 49 seconds East, departing said McCandless Way and along an east line of said Lot 3, a
distance of 375.00 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found for corner; said point being a re-entrant corner of said Lot 3; 
 THENCE, North 89 degrees 48 minutes 36 seconds East, along a south line of said Lot 3, a distance of 165.42 feet to a 1/2-inch iron rod found for corner; said point being the northernmost southeast corner
of said Lot 3 and the southwest corner of that certain tract of land described in Special Warranty Deed to Pansy Family Limited Partnership recorded in Volume 4009, Page 1 of said Deed Records; 

THENCE, North 89 degrees, 48 minutes, 36 seconds East, along the south line of said Pansy Family Limited Partnership tract, a distance of 686.85 feet to
a 1/2-inch iron rod with “Pacheco Koch” cap found for corner; said point being the northwest corner of Lot 1R, Block A, Parkwood @ Frisco Bridges, an addition to the City of Frisco, Texas according to the plat thereof recorded in Cabinet
N, Page 655 of said Map Records; 
 THENCE, departing the said south line of the Pansy Family Limited Partnership tract and along the west line
of said Lot 1R, the following three (3) calls: 
 South 00 degrees, 11 minutes, 24 seconds East, a distance of 501.28 feet
to a 1/2-inch iron rod with “Pacheco Koch” cap found for corner; 
 South 89 degrees, 48 minutes, 36 seconds West, a
distance of 91.91 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found for corner; 
 South 00 degrees, 11
minutes, 24 seconds East, a distance of 370.52 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found for corner on the north line of Lot 1, Block A, Duke Office Park, an addition to the City of Frisco, Texas according to the plat
thereof recorded in Cabinet 2006, Page 201 of said Map Records, said point being the southwest corner of said Lot 1R; 

  
 Exhibit A to
Exhibit N - Page 3 








 THENCE, North 89 degrees, 05 minutes, 15 seconds West, along the said north line of Lot 1, a distance of
262.91 feet to a cut “+” in concrete found for corner, said point being the northwest corner of said Lot 1, the northeast corner of Lot 2, Block A of said Duke Office Park and the beginning of a non-tangent curve to the left; 

THENCE, in a northwesterly direction, along said curve to the left, having a central angle of 93 degrees 14 minutes, 56 seconds, a radius of 482.80 feet,
a chord bearing and distance of North 45 degrees, 42 minutes, 40 seconds West, 701.86 feet, an arc distance of 785.76 feet to the POINT OF BEGINNING; 
 CONTAINING, 511,554 square feet or 11.744 acres of land, more or less. 

  
 Exhibit A to
Exhibit N - Page 4 








 EXHIBIT B 
 TO EXHIBIT N 
 PERMITTED EXCEPTIONS 

  
 Exhibit B to
Exhibit N - Page 1 








 EXHIBIT O 
 FORMAT OF CLOSING STATEMENT  
 CLOSING STATEMENT 

 

			
	SELLER:	  	KANAM GRUND KAPITALANLAGEGESELLSCHAFT MBH, a German limited liability company, for the benefit of the KanAm US Grundinvest Fonds, a German open-end real estate fund
sponsored by KanAm Grund Kapitalanlagegesellschaft mbH
		
	PURCHASER:	  	WELLS CORE REIT - 7624/7668 WARREN, LLC, a Delaware limited liability company
		
	ESCROW/ DISBURSING AGENT:	  	FIDELITY NATIONAL TITLE INSURANCE COMPANY, 200 Galleria Parkway, Suite 2060, Atlanta, Georgia 30339
		
	TRANSACTION:	  	Sale of Duke Bridges I and II Buildings, 7624 and 7668 Warren Parkway, City of Frisco, Collin County, Texas, pursuant to the terms of that certain Purchase and Sale Agreement
(the “Agreement”) by and between Seller and Purchaser dated April     , 2011
		
	CLOSING DATE:	  	                         ,
2011

  
  

	1.	Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. 


 

	2.	Attachments. Attached hereto are the following: 

  

	 	a.	Summary Statement; 


	 	b.	Seller Closing Statement; 


	 	c.	Purchaser Closing Statement; 


	 	d.	Disbursement Listing; and 


	 	e.	Payment Instructions. 

  

	3.	Authorization to Disburse. Seller and Purchaser hereby direct, request and authorize the Disbursing Agent to make disbursements in the amounts and to the payees
indicated on the Attachments. 

  

	4.	Counterparts. This Closing Statement may be executed in multiple counterparts, each of which shall be deemed an original and all of which shall constitute one
agreement and the signatures of any party to any counterpart shall be deemed to be a signature to, and may be appended to, any other counterpart. To facilitate execution and delivery of this Closing Statement, the parties may execute and exchange
counterparts of signature pages hereof by telecopier, email or such other form of electronic transmission. 


[SIGNATURES COMMENCE ON FOLLOWING PAGE] 

  
 Exhibit O -
Page 1 








 IN WITNESS WHEREOF, the undersigned have executed this Closing Statement as of the date
first written above. 
  

			
	SELLER:
	
	KANAM GRUND KAPITALANLAGEGESELLSCHAFT MBH, a German limited liability company, for the benefit of the KanAm US Grundinvest Fonds, a German open-end real estate
fund sponsored by KanAm Grund KapitalanlagegesellschaftmbH



					
			
	By:	 	  
	 	



					
	Name:	 	  
	 	



					
	Title:	 	  
	 	



					
			
	By:	 	  
	 	



					
	Name:	 	  
	 	



					
	Title:	 	  
	 	



									
	
	PURCHASER:
	
	 WELLS CORE REIT - 7624/7668 WARREN, LLC,
 a Delaware limited liability company

		
	By:	 	 Wells Core Office Income Operating Partnership, L.P.,
 a Delaware limited partnership, its sole member

			
		 	By:	 	 Wells Core Office Income REIT, Inc., a
 Maryland corporation, its sole general partner

					
		 		 	By:	 	  
	 	
		 		 	Name:	 	  
	 	
		 		 	Title:	 	  
	 	



			
	
	ESCROW AGENT/DISBURSING AGENT:
	
	FIDELITY NATIONAL TITLE INSURANCE COMPANY



					
			
	By:	 	  
	 	



					
	Name:	 	  
	 	



					
	Title:	 	  
	 	



  
 Exhibit O -
Page 2 








 EXHIBIT P 
 SELLER’S DISCLOSURES 
 None. 

  
 Exhibit P
- Page 1 








 EXHIBIT Q 
 RESERVED 

  
 Exhibit Q









 EXHIBIT R 
 LIST OF TENANT DELINQUENCIES 
 DUKE BRIDGES I PROJECT 

AGED DELINQUENCY 
 February 2011 
  

					
	T-Mobile (100/200)	  	$54,675.30	  	 Electricity, HVAC and Misc. Tenant bill backs less than 30 days.

			
	T-Mobile (300)	  	$0.00	  	
			
	T-Mobile (300A)	  	$0.00	  	
			
	EFA Processing (325)	  	$6,272.40	  	 Electricity and HVAC less than 30 days past due.


  
  

$60,947.70 Total Due for the Month of February, 2011 
 DUKE BRIDGES II PROJECT 
 AGING DELINQUENCY 

February 2011 
  

 

			
	$13,104.71	  	HVAC and Tenant bill backs less than 30 days past due.

  
  

 

			
	$13,104.71	  	Total Due for the Month of February, 2011


  
 Exhibit R
- Page 1 








 EXHIBIT S 
 FORM OF WITHHOLDING ESCROW AGREEMENT 
 WITHHOLDING ESCROW AGREEMENT

 THIS ESCROW AGREEMENT (this “Agreement”) made as of this
         day of                     , 2011, by and among KANAM GRUND
KAPITALANLAGEGESELLSCHAFT MBH, a German limited liability company, for the benefit of the KanAm US Grundinvest Fonds, a German open-end real estate fund sponsored by KanAm Grund Kapitalanlagegesellschaft mbH (“Seller”), WELLS
CORE REIT - 7624/7668 WARREN, LLC, a Delaware limited liability company (“Purchaser”), and FIDELITY NATIONAL TITLE INSURANCE COMPANY, as escrow agent (“Escrow Agent”). 

W I T N E S S E T H : 
 WHEREAS, simultaneously herewith, Seller and Purchaser have consummated the transactions contemplated by that certain Purchase and Sale Agreement, dated April     , 2011 (the
“Contract”). 
 WHEREAS, in accordance with the Contract, Purchaser has transferred (or, pursuant to separate
instructions, has directed Escrow Agent to transfer) to an account designated by Escrow Agent simultaneously herewith the amount of Four Million Nine Hundred Thousand and No/100ths Dollars ($4,900,000.00) (the “Escrow Amount”),
which Escrow Amount shall be deposited with Escrow Agent, to be held and disbursed pursuant to the terms of this Agreement and Section 6.4(b) of the Contract. 
 WHEREAS, the parties desire that Escrow Agent hold the Escrow Amount in escrow, and Escrow Agent has agreed to hold the Escrow Amount in escrow, all upon the terms and conditions of this Agreement and in
Section 6.4(b) of the Contract. 
 NOW, THEREFORE, in consideration of the mutual promises and agreements contained
herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows: 

(a)      Escrow Agent hereby acknowledges receipt of the Escrow Amount, which shall be held and disbursed
by Escrow Agent subject to the provisions of this Agreement and Section 6.4(b) of the Contract. 

(b)      The Escrow Amount shall be held in an interest bearing account at Wells Fargo Bank, N.A (or at
such other commercial bank as Escrow Agent shall select and that Seller and Purchaser shall approve, such approval not to be unreasonably withheld). 
 (c)      All references to the Escrow Amount shall be deemed to include the interest, if any, that is earned on the Escrow Amount. Escrow Agent shall not be responsible for
(i) any interest earned on the Escrow Amount except for such interest as is actually earned or (ii) for the loss of any interest resulting from the withdrawal of any interest-bearing investment prior to maturity or the date interest is
posted on such investment. 

  
 Exhibit S
- Page 1 








 (d)      Within one hundred twenty (120) days of the
date hereof, Seller and Purchaser shall deliver jointly a written notice to Escrow Agent instructing Escrow Agent as to the manner in which Escrow Agent is to disburse the Escrow Amount. 

(e)      In the event that Seller shall desire to have the Escrow Amount invested in a manner other than
as provided for in this Agreement, the parties hereto shall use good faith efforts to agree on an alternate means of holding the Escrow Amount (at no cost to Purchaser), including without limitation, depositing the Escrow Amount with an alternate
escrow agent, reasonably satisfactory to Purchaser and Seller. 
 (f)      All notices, demands,
requests, consents, approvals or other communications which are required or permitted to be given under this Agreement or which any party hereto desires to give with respect to this Agreement (each, a “Notice”) shall be in writing
and shall be delivered by (i) hand delivery, (ii) registered or certified mail, postage prepaid, return receipt requested, (iii) reputable overnight courier service or (iv) facsimile or other electronic transmission, in each case
addressed or sent to the party to be notified as follows (or to such other address or facsimile number as such party shall have specified at least ten (10) days prior thereto by like notice), provided that an original of such facsimile or other
electronic transmission is also sent to the intended addressee by means described in clause (ii). 
  

					
	If to Seller:	  	KanAm Grund Kapitalanlagegesellschaft mbH
		  	Messe Turm
		  	60308 Frankfurt am Main
		  	Germany
		  	Attention:	  	Olivier Catusse, Managing Director
		  	Email:	  	O.Catusse@kanam-grund.de
		  	Facsimile:	  	011-49-69-7104-11-600
		
	with a copy to:	  	KanAm Grund America
		  	The Forum
		  	3290 Northside Parkway
		  	Suite 840
		  	Atlanta, Georgia 30327
			
		  	Attention:	  	M. Gregory Moore
		  	Email:	  	G.Moore@kanam-grund-america.com
		  	Facsimile:	  	(678) 651-2671
			
		  	Attention:	  	Manish Bhatia
		  	Email:	  	M.Bhatia@kanam-grund-america.com
		  	Facsimile:	  	(678) 651-2671
		
	and with a copy to:	  	KanAm Grund Kapitalanlagegesellschaft mbH
		  	Messe Turm
		  	60308 Frankfurt am Main
		  	Germany
		  	Attention:	  	Andreas Fauner
		  	Email:	  	A.Fauner@kanam-grund.de
		  	Facsimile:	  	011-49-69-7104-11-600


  
 Exhibit S
- Page 2 









					
	and with a copy to:	  	King & Spalding LLP
		  	1180 Peachtree Street
		  	Atlanta, Georgia 30309
		  	Attention:	  	W. Clay Gibson, Esq., Noah P. Peeters, Esq.
		  	Email:	  	cgibson@kslaw.com, npeeters@kslaw.com
		  	Facsimile:	  	(404) 572-5131
		
	If to Purchaser:	  	Wells Core REIT - 7624/7668 Warren, LLC
		  	c/o Wells Real Estate Funds, Inc.
		  	6200 The Corners Parkway
		  	Suite 250
		  	Norcross, Georgia 30092
		  	Attention:	  	Keith Willby
		  	Email:	  	Keith.Willby@WellsREF.com
		  	Facsimile:	  	(770) 243-8510
		
	with a copy to:	  	Troutman Sanders LLP
		  	Bank of America Plaza, Suite 5200
		  	600 Peachtree Street, N.E.
		  	Atlanta, Georgia 30308
		  	Attention:	  	Jeff Greenway, Esq.
		  	Email:	  	jeff.greenway@troutmansanders.com
		  	Facsimile:	  	(404) 962-6776
		
	If to Escrow Agent:	  	Fidelity National Title Insurance Company
		  	200 Galleria Parkway
		  	Suite 2060
		  	Atlanta, Georgia 30339
		  	Attention:	  	Judy Stillings
		  	Email:	  	Judy.Stillings@fntg.com
		  	Facsimile:	  	(404) 303-6307

 (g)      In the event any disagreement or dispute shall arise between or
among any of the parties hereto and/or any other persons resulting in adverse claims and demands being made for the Escrow Amount, then, at Escrow Agent’s option (i) Escrow Agent may refuse to comply with any claims or demands on it and
continue to hold the Escrow Amount until (a) Escrow Agent receives written notice signed by Seller, Purchaser and any other person who may have asserted a claim to or made a demand for the Escrow Amount directing the disbursement of the Escrow
Amount, in which event Escrow Agent shall then disburse the Escrow Amount in accordance with said direction, or (b) Escrow Agent receives a certified copy of a final and non-appealable judgment of a court of competent jurisdiction directing the
disbursement of the Escrow Amount, in which event Escrow Agent shall then disburse the Escrow Amount in accordance with said direction; or (ii) in the event Escrow Agent shall receive a written notice advising that a litigation over entitlement
to the Escrow Amount has been commenced, Escrow 

  
 Exhibit S
- Page 3 








 
Agent may deposit the Escrow Amount with the clerk of the court in which said litigation is pending; or (iii) Escrow Agent may deposit the Escrow Amount in a court of competent jurisdiction
by the commencement of an action for interpleader, the costs thereof to be borne by whichever of Seller and Purchaser is the losing party. 
 (h)      Escrow Agent shall not be or become liable in any way or to any person for its refusal to comply with adverse claims and demands being made for the Escrow Amount.
Escrow Agent shall not be responsible for any act or failure to act on its part nor shall it have any liability under this Agreement or in connection herewith except in the case of its own willful misconduct or gross negligence. This Agreement shall
terminate and Escrow Agent shall be automatically released from all responsibility and liability hereunder upon Escrow Agent’s disbursement or deposit of the Escrow Amount in accordance with the provisions of this Agreement. Nonetheless, at
Escrow Agent’s request, following such disbursement or deposit of the Escrow Amount, Purchaser and Seller shall deliver to Escrow Agent, upon the termination of this Agreement, a general release with respect to all matters arising out of or in
connection with this Agreement. 
 (i)      It is expressly understood that Escrow Agent acts
hereunder as an accommodation to Seller and Purchaser and as a depository only and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of any instrument deposited with it, or for the form
of execution of such instruments, or for the identity, authority or right of any person executing or depositing the same, or for the terms and conditions of any instrument pursuant to which Escrow Agent or the parties may act. 

(j)      The duties of Escrow Agent are purely ministerial. The Escrow Agent shall not have any duties or
responsibilities except those set forth in this Agreement and shall not incur any liability in acting upon any signature, notice, request, waiver, consent, receipt or other paper or document believed by Escrow Agent to be genuine, and Escrow Agent
may assume that any person purporting to give it any notice on behalf of any party in accordance with the provisions hereof has been duly authorized to do so. 
 (k)      Escrow Agent may act or refrain from acting in respect of any matter referred to herein in full reliance upon and by and with the advice of counsel which may be
selected by it (including any member or employee of its firm) and shall be fully protected in so acting or refraining from acting upon the advice of such counsel. 
 (l)      By its execution hereof, Purchaser and Seller hereby jointly and severally agree to indemnify and save Escrow Agent harmless from any and all loss, damage, claims,
liabilities, judgments and other cost and expense of every kind and nature which may be incurred by Escrow Agent arising out of its acting as Escrow Agent hereunder (including, without limitation, reasonable attorneys’ fees and disbursements)
except in the case of its own willful misconduct or gross negligence. 
 (m)      Neither this
Agreement nor any provision hereof may be changed, waived, discharged or terminated orally but only by an instrument in writing, signed by the party against whom enforcement of such change, waiver, discharge or termination is sought. 

  
 Exhibit S
- Page 4 








 (n)      This Agreement and all matters relating hereto shall
be governed by and construed and interpreted in accordance with the law of the State of Georgia. 

(o)      This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and
their respective heirs, personal representatives, successors and assigns. 
 (p)      This
Agreement may be executed in multiple counterparts each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. 

(q)      It is understood and agreed that all understandings and agreements heretofore had between the
parties hereto with respect to the subject matter hereof are merged into this Agreement, which alone fully and completely expresses their agreement. 

  
 Exhibit S
- Page 5 








 IN WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement as of the day
and year first written above. 
  

			
	 KANAM GRUND

KAPITALANLAGEGESELLSCHAFT MBH, a German limited liability company, for the benefit of the KanAm US Grundinvest Fonds, a German open-end real estate
fund sponsored by KanAm Grund KapitalanlagegesellschaftmbH




					
			
	By:	 	  
	 	
	Name:	 	  
	 	
	Title:	 	  
	 	



					
			
	By:	 	  
	 	
	Name:	 	  
	 	
	Title:	 	  
	 	



									
	
	 WELLS CORE REIT - 7624/7668 WARREN, LLC,
 a Delaware limited liability company

		
	By:	 	 Wells Core Office Income Operating Partnership,
 L.P., a Delaware limited partnership, its sole member

			
		 	By:	 	 Wells Core Office Income REIT, Inc., a
 Maryland corporation, its sole general

					
		 		 	By:	 	  
	 	
		 		 	Name:	 	  
	 	
		 		 	Title:	 	  
	 	
	
	 FIDELITY NATIONAL TITLE INSURANCE COMPANY,
 as Escrow Agent




									
				
		 	By:	 	  
	 	
		 	Name:	 	  
	 	
		 	Title:	 	  
	 	



  
 Exhibit S
- Page 2 








 EXHIBIT T 
 SCHEDULE OF INSURANCE COVERAGE REQUIREMENTS 
 Purchaser and the Purchaser Parties will have in
effect commercial general liability insurance naming Seller as an additional insured party, with (i) limits of not less than $3,000,000.00 per occurrence (as to Purchaser) and $1,000,000.00 per occurrence (as to the Purchaser Parties) for
personal injury, including bodily injury and death, and property damage. 

  
 Exhibit T
- Page 1 








 EXHIBIT U 
 SCHEDULE OF PERSONAL PROPERTY 
 DUKE BRIDGES I PROJECT 

 

	1.	Keyboard Monitor Mouse – For EMS System (CPU) 


	2.	Small shovel 


	3.	Small ice melt spreader 

 DUKE BRIDGES II
PROJECT 
  

	1.	Security Access system – Monitor, CPU Tower, Keyboard, Mouse 


	2.	Snow Shovel 


	3.	6 ft. ladder 


	4.	EMS: monitor, keyboard, mouse, printer (CPU tower is T-Mobile) 


	5.	Small ice melt spreader 


  
 Exhibit U
- Page 1 








 EXHIBIT V-1 
 FORM OF FRISCO BRIDGES ESTOPPEL CERTIFICATE 
  
 [ATTACHED] 

  

Exhibit V-1 Page 1 








 EXHIBIT V-2 
 FRISCO BRIDGES SELLER ESTOPPEL 
 1.        Seller has
received no written notice of default by the Seller under the Frisco Bridges Declaration. The Frisco Bridges Association (the “Frisco Bridges Association”) is a Texas non-profit corporation principally organized to enforce the
covenants, conditions and restrictions contained in that certain Declaration of Protective Covenants – Frisco Bridges, dated December 29, 1997, and recorded on December 31, 1997, as Document Number 97-111052 at Volume 4070, Page 0023
of the Land Records of Collin County, Texas (as amended, the “Frisco Bridges Declaration”), covering and affecting the real property described therein, including the Property. 

2.        To Seller’s knowledge, Seller has paid all assessments and charges due and payable from Seller to
the Frisco Bridges Association as of the date hereof. 
 3.        In 2010, Seller paid to the Frisco
Bridges Association assessments and charges in the amount of $                    . In 2011, Seller has paid to the Frisco Bridges Association
assessments and charges in the amount of $                     and received notice of assessments and charges in the amount of
$                    . 

  

Exhibit V-2 Page 1 








 EXHIBIT W-1 
 FORM OF DUKE BRIDGES ESTOPPEL CERTIFICATE 
  
 [ATTACHED] 

  

Exhibit W-1 Page 1 








 EXHIBIT W-2 
 DUKE BRIDGES SELLER ESTOPPEL 
 1.        Seller has
received no written notice of default by the Seller under the Duke Bridges Declaration. “Duke Bridges Declaration” means that certain Declaration of Protective Covenants, Conditions, Restrictions, Reservations and Easements for Duke
Bridges, dated July 18, 2006, executed by Duke Realty Limited Partnership as the “Developer,” thereunder and recorded in the Real Property Records, Collin County, Texas as Document No. 20060719001009330. 

2.        To Seller’s knowledge, Seller has paid all assessments and charges due and payable from Seller
under the Duke Bridges Declaration as of the date hereof. 
 3.        In 2010, Seller paid assessments
and charges under the Duke Bridges Declaration in the amount of $                    . In 2011, under the Duke Bridges Declaration Seller has
paid assessments and charges in the amount of $                     and received notice of assessments and charges in the amount of
$                    . 

  

Exhibit W-2 Page 1 








 EXHIBIT W-3 
 FORM OF ADDITIONAL DUKE BRIDGES ESTOPPEL CERTIFICATE 
  
 [ATTACHED] 

  

Exhibit W-3 Page 1 








 EXHIBIT X-1 
 FORM OF SNDA FOR T-MOBILE BUILDING I LEASE 
  
 [ATTACHED] 

  

Exhibit W-3 Page 1 








 EXHIBIT X-2 
 FORM OF SNDA FOR T-MOBILE BUILDING II LEASE 
  
 [ATTACHED] 

  

Exhibit X-2 Page 1 








 EXHIBIT X-3 
 FORM OF SNDA FOR EFA LEASE 
  
 [ATTACHED] 

  

Exhibit X-3 Page 1