PURCHASE AGREEMENT
  

   
  

   
  

  
   THIS  PURCHASE AGREEMENT (this "Agreement"), is made and entered into as of the date of the last signature on the signature  page hereof (the "Effective Date"),  by and between  AGREE DEVELOPMENT, LLC, a Delaware limited  liability company  (the "Purchaser"),  and AEI INCOME & GROWTH FUND XXI LIMITED   PARTNERSHIP,  a  Minnesota  limited   partnership,  as  to  an   undivided  30%   interest,  AEI ACCREDITED lNVESTOR FUND V LP, a Minnesota limited  partnership, as to an  undivided 40% interest, and  AEI  NATIONAL INCOME  PROPERTY FUND  VIII  LP,  a Minnesota limited  partnership, as  to  an undivided 30%  interest  (collectively the "Seller").
  

   
  

  
   RECITALS:
  

   
  

  
   A.          Seller  is the owner of certain  real  property which  is part of "Champaign Town  Center South" (the  "Shopping Center") located  at 2006  and 2008  N.  Prospect Avenue, Champaign, Illinois 61822  (the  "Real Estate"), which Real Estate  is more  particularly  described on Exhibit "A" attached hereto.
  

   
  

  
   B.         The  Real  Estate  is leased  to: (i) Burlington Coat Factory of Texas, Inc., a Florida corporation ("Burlington"), pursuant to that certain  Lease Agreement dated August  11, 2020 (the "Burlington Lease"), which  Lease  is guaranteed by Burlington Coal  Factory Warehouse Corporation, a Florida corporation (the  "Burlington Guarantor"), pursuant to that certain  Lease Guaranty dated  August 11, 2020  (the  "Burlington Guaranty"); and (ii) Five Below, Inc., a Pennsylvania corporation, ("Five Below"), subject to that certain  Lease Agreement dated February 5, 2021 (the "Five Below  Lease").   For  purposes of this Agreement, Burlington and  Five  Below  are sometimes hereinafter referred to individually as a "Tenant" and  collectively as the "Tenants".  The  Burlington Lease and the Five Below Lease are sometimes hereinafter referred to individually  as a "Lease" and collectively as the "Leases".
  

   
  

  
   C.          The  Real  Estate  is subject to (i)  that certain  Operation and  Easement Agreement recorded  in the  official  records of Champaign County,  Jllinois (the  "Official  Records") on  May 19,  1994 as  Document Number  94R13617, as  amended by  that  certain   First  Amendment to  Operation and  Easement  Agreement recorded in the Official Records on June  17,  1994 as Document Number 94Rl6459, as further amended by that certain   Second   Amendment to  Operation and  Easement  Agreement  recorded  in  the  Official  Records on November 22,  I 995 as Document Number 95R256 13, and as further amended by that certain Third Amendment to Operation and  Easement Agreement recorded in the Official  Records on  September 2, 2020  as  Document Number  2020Rl7637 (collectively, the "OEA"), and  (ii) that certain Declaration of Reciprocal Easement and Other  Agreements recorded in the  Official  Records  on  May   19,  1994 as Document Number  94R13612 (the "REA"; and together with the OEA, each individually an "Easement Agreement" and collectively the "Easement Agreements".
  

   
  

  
   D.         Seller desires to sell and  Purchaser desires to  purchase the  Real  Estate and all  improvements located  thereon, all in accordance with and subject to the terms and conditions hereinafter set forth.
  

   
  

   
  

  
   CONSIDERATION AND AGREEMENT:
  

   
  

  
   IN CONSIDERATION of the mutual covenants and agreements herein  contained and of the benefits to be derived herefrom, receipt  whereof is hereby severally acknowledged, Seller and Purchaser hereby agree as follows:
  

   
  

  
   I.          Offer.    Purchaser hereby offers  and  agrees to  purchase the  Real  Estate together  with  all improvements thereon  and  appurtenances thereto.   Included in this  sale  are  all  leasehold interests,  fixtures, equipment   and  other items  of personalty used   in  connection  therewith and  all  tenements,  hereditaments, privileges and appurtenances thereto belonging or in any way  appertaining thereto, all air rights,  and  the  use of appurtenant easements, whether  or  not  of record, strips  and  rights  of way  abutting,  adjacent, contiguous or adjoining the  Real  Estate and  all  assignable licenses, franchises,  rights  and  governmental or  other permits,
  

   
  

   
  

  
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   authorizations, consents and approvals, including  those  necessary to  own  and/or  operate the  Real  Estate, to the extent that the same are legally assignable, all assignable rights  of Seller  under  any express or implied guaranties, warranties, indemnifications and  other  rights, if any,  and  which  Seller  may  have  against suppliers, laborers, materialmen, contractors or subcontractors arising out of or in connection with the  installation, construction and maintenance of the  improvements, fixtures  and  personal property on  or  about the Real  Estate, all  of Seller's rights  under all assignable service  contracts and contractor warranties which Purchaser may  desire  to  assume, subject only to Permitted Encumbrances as defined below. All ofthe foregoing is sometimes hereinafter referred to as the  Subject Premises".
  

   
  

  
   2.           Acceptance.  Seller hereby accepts the said Offer of Purchaser. Such Offer and Acceptance are
  

  
   subject to and  in accordance with the terms and conditions hereinafter set  forth.
  

   
  

  
   3.           Purchase Price.    The  purchase price  for the  Subject Premises is Eight  Million  Four  Hundred Sixty-Five Thousand and  00/100  ($8,465,000.00) Dollars  (the  "Purchase Price").   The  Purchase Price shall be paid as follows:
  

   
  

  
   A.           Deposit.    Within  three (3)  business days  after  the  Effective Date,  Purchaser shall deposit  in escrow with  Fidelity  National Title  Insurance Company, whose address is  One  East  Washington Street,  Suite 450,  Phoenix,  Arizona  85004  (the  "Escrow Agent"), an earnest money  deposit in the  amount of Three  Hundred Thousand and  00/ I 00  ($300,000.00)  Dollars, which  sum  shall  be applied  upon  the  Purchase Price  at Closing  if the  transaction is consummated or  delivered to  Purchaser or  Seller,  as the  circumstances warrant, under the terms  of this Agreement (the "Deposit").
  

   
  

  
   B.           Balance.   The   balance of the   Purchase Price  shall  be paid,  plus  or  minus  closing adjustments, as the case  may  be, in wire transferred funds to Escrow Agent at Closing  in exchange for a Special Warranty  Deed  conveying fee simple,   marketable title  to  Purchaser,  free  and  clear  of any  and  all  liens  or encumbrances except the  Permitted Encumbrances.  Any  existing liens,  land contracts and  mortgages shall be discharged at Closing, with  Seller  being responsible for any prepayment penalties thereon.
  

   
  

  
   4.    Evidence of Title.
  

   
  

  
   A.          Title  Commitment.  Within  two  (2)  business days from  the  Effective Date, Purchaser shall order  a Commitment for an A.L.T.A.  fee owner's policy  oftitle insurance to be marked up and/or issued at Closing  (with a final policy  issued  as soon  as possible thereafter) with extended A.L.T.A.  coverage, survey and mineral   coverage  and   without  standard   exceptions,   in   the   amount of  the   total  Purchase  Price    (the "Commitment"), which  Commitment shall  be issued  by  Fidelity  National Title  Insurance Company,  whose address  is One  East Washington Street, Suite 450, Phoenix, Arizona 85004  (the "Title  Company"), the  same  to bear a date  later than  the date  hereof, wherein the Title Company shall  agree  to insure  the  title in the condition required  hereunder and as marketable title subject only to those encumbrances to which Purchaser has not timely objected  under   Section 4.C  below or,  if  timely  objected to, which   Purchaser  has  waived   in  writing (the "Permitted Encumbrances").  Permitted Encumbrances shall  also  include the Leases and applicable building  and zoning  laws.   Purchaser shall,  at the  time  of Closing, order a title  insurance policy  from  the  Title Company pursuant  to  said  Commitment (the  "Title Insurance   Policy") and  at  Closing the  Title Company shall  have irrevocably issued the Title Insurance Policy insuring  Purchaser's ownership as ofthe Closing  with gap coverage and subject only to the Permitted Encumbrances. The Title  Insurance Policy shall  include asurvey endorsement, a  mineral   endorsement  and   a  tax   parcel  endorsement,  a  comprehensive  endorsement  and   such   other endorsements as Purchaser may  request and  it shall  be  Seller's obligation to  use  its best  efforts at no  cost  to Seller  to meet all of the  requirements imposed  by the  Title  Company to issue such  endorsements.   Seller shall be responsible for payment of all costs associated with the  title  search, title exam,  issuance of the Commitment and issuance of the Title Insurance  Policy.   Except  as otherwise provided  in Section 4.C below,  Purchaser shall pay the costs  of the  issuance of the endorsements to the Title Insurance Policy.
  

   
  

  
   B.           Survey.    On  or  before  the  Effective Date, Seller  agrees to  furnish   or  cause to  be
  

  
   furnished  to  Purchaser,  Seller's existing  "As Built"  A.L.T.A.  survey   of the  Subject Premises,  if  any  (the
  

   
  



  
   
   


  
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   "Existing Survey").   Thereafter, Purchaser shall  have  the  right  to  obtain  an updated and/or new  survey  (the "Updated Survey") at Purchaser's cost,  provided Purchaser orders  such updated and/or new  survey within  two (2) business  days from the Effective Date.
  

   
  

  
   C.          Objections.  Purchaser shall  have  thirty  (30)  days  from  the  Effective Date to  notify Seller of any objections to the Commitment or Updated Survey  (the  "Objection Period").   Seller shall have Len ( I0) business days  from the date notified  in writing  of the particular  defects claimed  during the Objection Period  (the "Cure Period"), to either: (I) remedy the title, (2) obtain  title insurance with regard to the defect  in form and substance satisfactory to  Purchaser in all respects, or  (3)  notify  Purchaser that Seller  is unable  or unwilling to remedy  the title or obtain the title insurance, and thereafter Purchaser may elect to terminate this Agreement and receive  a refund of the Deposit  if Seller does  not cure  all such title objections, or Purchaser may  elect  to waive  such  defects and  proceed with this transaction subject thereto and,  provided  further,  that  in the event that any such defect(s) results  from liens or encumbrances having liquidated amounts, such  liens or encumbrances shall in no event  be deemed a Permitted  Encumbrance  and  Seller  shall  be responsible for  causing such   liens  or
  

  
   encumbrances to be paid off in full and released as of the Closing  Date.   If Purchaser does  not notify  Seller ofa particular  defect  within  the Objection Period,  then  Purchaser shall  be  deemed to  have  approved the  matters identified in the Commitment and  the  Updated Survey.   If Seller  is unable  or unwilling  to  remedy the title or obtain title insurance within the Cure Period  and  Purchaser elects to terminate this Agreement, the Deposit shall be refunded forthwith in full termination of this Agreement.  In the event that there are  new conditions identified on any updated title  commitments or any updates to the Updated Survey  which  were not  previously identified on the Commitment or the Updated Survey, then,  in such event, Purchaser shall have the right to notify  Seller of such objections which will be treated  as new title defects as set  forth in this Section 4.C and Purchaser shall  have the right to object lo such  matters as set forth  above.  In the event Purchaser notifies  Seller of any title defects as provided  above, and  provided that Seller  is willing  to cure such  defects and  thereafter obtains title  insurance endorsements to provide  affirmative  insurance  with respect to such title defects, then  in such  event, Seller shall be solely responsible for the cost of such title endorsements.
  

   
  

  
   5.           Possession.  Exclusive possession shall  be delivered to Purchaser at the  time of Closing subject only to the rights ofa Tenant as a tenant  only pursuant to its Lease and Pennitted Encumbrances.  At the  time of Closing,  the original Leases  shall  be delivered  to Purchaser (if available and,  if not  available, a certified  true copy  of the same)  and an assignment of said Leases  shall  be executed in such  form and content as is acceptable to Purchaser.
  

   
  

  
   6.           Seller's   Representations.  Warranties and  Covenants.   Seller  represents and  warrants  unto
  

  
   Purchaser, as of the date  hereof, the Closing  Date and lo survive  for one  (1) year thereafter, as follows:
  

   
  

  
   A.         The party executing this Agreement on behalf of Seller has the full power and authority to enter  into and perform  this Agreement on behalf of Seller and  the person executing this Agreement has been duly authorized to do so on behalf of Seller.
  

   
  

  
   B.          The  Burlington  Lease  is in full force  and effect and has not been  amended or modified  in any respect, and Seller has not entered  into any side agreements with the Burlington Tenant and the Burlington Tenant  has complied  with all of its obligations under  the  Burlington Lease,  and,  to  Seller's actual knowledge, there are no outstanding defaults under the Burlington Lease.  To Seller's actual knowledge, Seller has performed all  of its obligations and  duties  as  landlord   under  the  Burlington  Lease.  Seller   has  timely paid  the  Total Allowance (as defined  in the Burlington  Lease) in full to the Burlington Tenant in accordance with the terms  of the Burlington  Lease  and there are no set-offs due the Burlington Tenant under the Burlington Lease.   Seller  has received no notice or claim of default under the Burlington Lease.   To  Seller's actual  knowledge, there exists no violation of Burlington's exclusive use rights under the  Burlington Lease.
  

   
  

  
   C.          The Five Below Lease  is in full force  and effect and has not been  amended or modified in any respect, and  Seller  has not entered into  any  side  agreements with the  Five Below  Tenant and  the  Five Below  Tenant has  complied with  all  of its  obligations under the  Five  Below  Lease, and,  to  Seller's  actual knowledge, there  are no outstanding defaults  under the Five Below  Lease. To  Seller's actual knowledge, Seller
  


  
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   has performed all of its obligations and duties as landlord  under the Five Below Lease,  except Seller  has not yet paid the Allowance (as  defined  in the Five Below  lease)  as the Allowance is not yet due and  payable, and there  are  no set-offs due  the Five Below  Tenant under  the  Five Below  Lease.   Seller has received no notice or claim of default under  the  Five Below  Lease.  To  Seller's actual  knowledge, there  exists  no violation  of Five  Below's exclusive use rights  under the Five Below Lease.
  

   
  

  
   D.          The  Burlington Guaranty  is in full force and effect, has not been  amended or modified  in any respect  and Seller has not entered into any side agreements with the  Burlington Guarantor.
  

   
  

  
   E.          AI  information  of Seller provided  to Purchaser heretofore or hereafter to be provided, including the information referred to on Exhibit "B"  attached hereto, is, to the best  of Seller's knowledge, true, correct and genuine  in all material respects.
  

   
  

  
   F.          With respect to any personal  property included  in this sale,  Seller  has, and  will transfer
  

  
   to Purchaser at Closing, marketable title free and clear  of all  liens and encumbrances.
  

   
  

  
   G.          The Commencement Date (as defined in the Burlington Lease)  is March 29, 2021, and the Rent  Commencement Date  (as defined  in the Burlington Lease) is May 7, 2021. The  Burlington Tenant is open and operating in the entire premises demised  pursuant to the Burlington Lease (the "Burlington Premises"), and  is paying  full, unabated rent  under  the  Burlington Lease  without any  right to credit  or offset any  amounts against any rent payments owed under the Burlington Lease.
  

   
  

  
   H.          To  the best  of Seller's knowledge, there are  no general or special assessments, impact fees,  sewer expansion or  other  fees relating  to  Seller's improvement of the  Shopping Center  for  which  the Burlington Tenant is not obligated to reimburse its Pro  Raia Share  (as defined  in the Burlington Lease).
  

   
  

  
   I.          Seller  has completed all of Landlord's Work  (as defined  in the  Burlington Lease)  in accordance with the  tenns  of the  Burlington  Lease and  has delivered possession of the  Burlington Premises to the Burlington Tenant prior to the Delivery Date (as defined  in the  Burlington Lease),  and the Burlington Tenant is not entitled  to any  penalties or offsets pursuant to Section 22 of the Lease.
  

   
  

  
   J.           Seller  has  not  delivered to  the  Burlington Tenant an  SNDA  (as  defined  in  the Burlington Lease) from  each  holder  of an Interest (as  defined in the  Burlington Lease) as, as of the  Effective Date ofthis Agreement, no party  holds  such security interest, and, as a result, the Burlington Tenant has no right  to terminate the Burlington Lease  pursuant Section 24.B. thereof.
  

   
  

  
   K.          To  the  best of Seller's knowledge, there are  no violations of any  building  codes,  set back requirements, zoning ordinances, building and use restrictions, licensing laws, health codes,  ADA or similar  handicappers'  rights  laws, of any municipal or governmental authority or fire department requirements.
  

   
  

  
   L.         There  are  no  lawsuits,  condemnation  proceedings,   administrative  proceedings   or environmental investigations, pending  or, to the best of Seller's knowledge, threatened, affecting the  Subject Premises or Seller's  ability to convey same and there  are no special assessments, charges  or other  obligations  or improvements affecting the Subject Premises.
  

   
  

  
   M.         Except with respect to the Leases,  there are no other leases, written or oral, express or implied, with respect to the Subject  Premises.   Seller  is not obligated  to pay  any  leasing  commissions which have not been paid with respect to a Tenant  or the Leases.
  

   
  

  
   N.          To the best of Seller's knowledge, there  is no hazardous material, substance  or waste, whether  liquid, solid, gaseous  or otherwise,  located  in, upon,  under or adjacent to the Subject Premises or any ground or surface  waters or water  courses  thereon  or thereunder,  and the Subject Premises  and any  adjacent properties are not now nor were they previously used  for storage, disposal, manufacture or generation, whether as a by-product or otherwise, of any hazardous or toxic substance.  To the best of Seller's knowledge, the Subject
  

   
  


   
  

  
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   Premises do not now,  nor have they  ever  had installed thereon any above ground storage tank  or thereunder any underground storage tank.
  

   
  

  
   0.       Seller is not a"foreign person" as defined  in § 1445(!)(3) of the Internal  Revenue Code; Seller shall so certify  al Closing.
  

   
  

  
   P.           This  transaction is not  subject to  any  bulk  sales  tax  under  the laws  of the  State of Illinois or any  municipality or other  political subdivision thereof.   Seller  shall   indemnify, defend  and  hold harmless Purchaser  from  any  and  all claims,   damages, demands, penalties, causes of action, liabilities, losses,  costs  or  expenses (including reasonable attorneys' fees  and  other charges) arising out of or  in any way  related to any  breach of the  terms  of this Section 6.P., including, without limitation, any bulk  sales tax liability  of Seller  and  any  related liabilities,  including any  unpaid taxes, penalties  and interest due  to  the State of Illinois or  any municipality  or other  political  subdivision  thereof.    Notwithstanding anything herein to the contrary, the  provisions of this paragraph shall  survive the Closing indefinitely.
  

   
  

  
   If at any time  Purchaser determines that  any  of the  representations and  warranties set  forth  above are incorrect or  untrue in any  material respect or  in the  event that Seller fails  to  perform any  of the covenants contained in this Agreement, then, in such event, and notwithstanding anything contained herein  to the contrary, Purchaser shall have  the right  to terminate this Agreement upon written notice  lo Seller  in which  event the entire Deposit shall be returned to Purchaser in addition to  any  other  rights  and  remedies available to  Purchaser as provided in this Agreement.
  

   
  

  
   7.           Purchaser's Conditions Precedent.   The  obligation of Purchaser to  close  on  the  transaction contemplated herein  shall  be conditioned upon each  of the following conditions precedent:
  

   
  

  
   A.          Title  and  Survey.   Satisfaction of the title and  survey  conditions of Section 4 hereof, including   that  the  Title  Company shall  have  irrevocably committed to  issue  the  Title  Insurance Policy or provided a satisfactory "marked up"  title  commitment to  issue  such  Title  Insurance Policy  subject only  to  the Permitted Encumbrances and otherwise in the condition required  under this Agreement and  insuring Purchaser's ownership of the Subject Premises.
  

   
  

  
   B.           Inspection Period.    Purchaser and  its  agent shall  have a period   of thirty  (30)  days following  the  Effective  Date  (the  "Inspection  Period") to  inspect or  cause to be  inspected all  aspects of the physical  and economic condition of the  Subject Premises, access to which  shall  be freely  granted to Purchaser and/or  Purchaser's  agents,  representatives,  at all  reasonable  times,  subject  to  the   rights   and   prior   notice requirements of the  Tenants under  the  Leases.   Seller shall be entitled  to have  a representative present during any  such   inspections;  provided,   however,  Seller's  unavailability shall  not   be  a  cause to delay   any   such inspections.   If Purchaser is not satisfied  in its sole  and  exclusive  discretion with  the  results  of the  inspections for any reason  whatsoever, Purchaser may  rescind this transaction by delivering written notice to Seller  prior to the expiration date of the  Inspection Period  and  shall  thereupon receive a refund  of the Deposit held  by  Escrow Agent and be relieved  of any and all liability hereunder.  Purchaser shall  have  no obligations to  notify  Seller of any reasons for such  rescission.   Purchaser shall  pay  all costs  and  expenses of its investigations and  shall  repair any damage  which it causes  to the Subject  Premises and shall defend, indemnify and hold Seller  harmless  from all liens,  claims  and  liabilities  relating to the  Purchaser's activities, including  but not  limited  to,  all attorneys' fees  incurred by Seller (using  attorneys of Seller's choice), provided, however, no such  indemnity shall  apply  to the mere discovery of pre-existing conditions, which  obligations shall survive  the expiration, termination or full performance of this Agreement.
  

   
  

  
   C.           Due  Diligence Information.  On  or  prior  to  the  Effective Dale, Seller  shall  provide
  

  
   Purchaser with copies  of each  of the due diligence materials identified on Exhibit  "B" attached hereto.
  

   
  

  
   D.          Tenant Estoppel   Certificate.    Within  five  (5)  days   following   Purchaser's  request therefor, Seller  shall  make  written request to  each  Tenant to issue  an estoppel certificate  for the  benefit  of Purchaser and  its designee(s)  and certified  to  Purchaser and  its  designee and  executed by  the Tenants which
  


   
  



  
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   confirms  that  the Leases  and the  Burlington Guaranty  are in full force and  effect and  confirms  that  the  Leases and the Burlington Guaranty  have  not been amended or modified  in any respect other than as set  forth  in Recital  B hereof and such tenant  estoppel certificate shall not  identify  any adverse matter which may  ripen  into a default under  the  Leases and  that  no  amounts are  owed  by  Seller  to  Tenants under the  Leases.    following request therefor, Seller shall be required to obtain such  tenant estoppel certificate as a condition precedent to Purchaser's obligation to close this transaction in the condition required above.   In the event that the tenant estoppel certificate identifies  any conditions which  a Tenant requires  Seller  to correct, then,  in the event  Purchaser agrees  to accept such  tenant estoppel certificate in satisfaction of the condition precedent to Closing, then,  in the event  Seller  has failed  or refuses to cause such  condition to be corrected within  the  earlier of (i) the Closing  Date, or (ii)  fifteen (15) days  from  receipt of the  tenant estoppel  certificate, Purchaser shall  receive a credit  against the  Purchase Price  for the  cost  estimated by  Purchaser to  remedy  any  such  conditions identified by  a Tenant in the  tenant estoppel certificate not to exceed the sum of Ten Thousand and 00/100  ($10,000.00)  Dollars.
  

   
  

  
   E.           Easement Estoppels.  Seller shall obtain  and  deliver to  Purchaser estoppel certificates from all parties to any easements which provide for cost  sharing or the use by the  owner of the Subject Premises of  offsite   easements  for  roads,   driveways,  utility  areas   or  parking  lots,   including,   without  limitation,  the Easement Agreements,  which   easement estoppel  certificates  shall   be  in  form  reasonably  satisfactory  to
  

  
   Purchaser.
  

   
  

  
   F.           Mechanic's Liens.  Not  later  than  ten (10) days  prior  to the Closing  Date, Seller  shall provide to  the Title  Company such  information as the  Title  Company may  reasonably require in order for the Title  Company  to issue the Title  Insurance  Policy without any  exceptions for mechanic's liens.
  

   
  

  
   G.          Tenant Insurance Certificates.   Purchaser shall have  received copies of each Tenant's insurance   certificates and  such  insurance certificates shall  evidence that  Purchaser has  been  added   as  an additional insured under such  insurance  policies.
  

   
  

  
   H.         Representations  and   Warranties.    All  of Seller's  representations,  warranties  and agreements contained in Section 6 hereof shall be true and correct as of the  date  hereof and on the Closing Date, which  Seller  shall  certify  to at Closing, and  Seller  shall  not  have, on the Closing Date,  failed  to meet, comply with, or perform, any condition or agreement on its part to be performed under the terms and conditions contained
  

  
   herein.
  

   
  

  
   I.           Insolvency.   The  Tenant under each  Lease  shall  not  have made a general assignment or   general  arrangement  for  the   benefit   of creditors; no   petition  for   adjudication  of bankruptcy  or   for reorganization or  rearrangement shall  have  been  filed  by  or against either Tenant;  no trustee or receiver shall have  been  appointed to  take  possession of substantially all  of either Tenant's  assets   located  at the  Subject Premises or either Tenant's interests  in the Leases and neither Tenant shall  have  been determined to be insolvent.
  

   
  

  
   J.           Rent.   Each  Tenant shall  be open  and  operating its business at the  Subject Premises and each Tenant shall  have  paid all rent obligations due under  its Lease as and  when  due  and shall  otherwise be in full compliance with the terms  of each  Lease.
  

   
  

  
   K.          Burlington Commencement  Date  and  Rent Commencement Date.    Seller  shall  have delivered  evidence  satisfactory to Purchaser that  confirms each   of the  Commencement Date and  the  Rent Commencement Date under  the Burlington Lease.
  

   
  

  
   L.          Burlington  Certificate of Occupancy. Seller  shall  have  delivered to  Purchaser a copy of the  certificate of occupancy issued  by the applicable governmental authority  with respect to the  Burlington Premises.
  

   
  

  
   M.          five Below Certificate of Occupancy.  Seller shall  have  delivered to Purchaser a copy
  

  
   of the certificate of occupancy issued  by the applicable governmental authority with respect to the  Five  Below
  

  
   Premises.
  

   
  


   
  



  
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   N.          Assignment of Warranties.  Seller  shall deliver copies  of all warranties and guaranties related to the Subject Premises, and shall execute and deliver to  Purchaser an assignment of Seller's interest in all  such  warranties, including,  without limitation, (i)  that certain  warranty   from  Seller's general  contractor required  pursuant to Section  13.B. of the Burlington Lease, and  (ii) that  certain warranty from  Seller's general contractor required  pursuant  to Section  3.1(a) of the Five  Below  Lease.
  

   
  

  
   O.          Five Below Delivery.   Seller shall have  delivered evidence satisfactory to Purchaser that  (i) the premises  demised  under  the Five Below  Lease (the  "Five  Below  Premises") has been delivered to and accepted by the Five Below Tenant with all punch  list items  completed in accordance with  the Five  Below Lease,  and (ii) the Commencement Date  (as defined  in the Five Below Lease) has occurred.
  

   
  

  
   P.          Five  Below  Construction Completion.   Not  later than  ten  (10) days prior  to Closing, Seller shall  provide Purchaser with the  following: (i) a certificate issued  by Seller's general contractor in form and substance reasonably satisfactory to Purchaser certifying that all of Landlord's Work (as defined in the Five Below  Lease) to be completed by Seller  as landlord  pursuant to the  Five  Below Lease  has  been  completed in accordance with   the  Five  Below  Lease  and  all  applicable  plans   and  specifications  and  all  governmental requirements; and (ii) evidence that all construction  costs  incurred  by Seller were  paid in full including,  without limitation,  a sworn statement and unconditional lien waiver from all parties providing  supplies, materials and/or labor  in connection with the construction of the improvements and such  other  information as the Title  Company may require in order to be able to issue the Title Insurance Policy  without exceptions for mechanic's liens.
  

   
  

  
   Q.         Tenant Improvement Allowances.  Seller shall  have delivered evidence satisfactory to Purchaser confirming that (i) Seller has timely  paid the  Allowance (as defined in the  Five Below Lease) to the Five  Below Tenant in accordance with Section 3.5 of the Five  Below Lease either  prior to or al Closing, and (ii) Seller  has timely paid the  Total  Allowance to  the  Burlington Tenant in accordance with  Section  22.H.  of the Burlington Lease.
  

   
  

  
   R.          Five  Below  Co-Tenancy Requirement.   No  violation   of the  Opening  Co-Tenancy
  

  
   Requirement (as defined  in the Five Below  Lease)  shall  exist as of the Closing Date.
  

   
  

  
   8.          Closing.   Purchaser and Seller shall  close  this  transaction (the "Closing") on the date which is thirty (30)  days following the expiration date of the Inspection Period, but  in no event earlier than ten (10) days after  the date the  last of the  conditions precedent set  forth  in Section  7 hereof has been satisfied to Purchaser's reasonable satisfaction (the  "Closing Date") including, without limitation, receipt of the estoppel certificate in the form required hereunder (unless  such condition(s) are  waived  by Purchaser).  Notwithstanding the  foregoing, however, Purchaser shall have  the  right to notify Seller it intends to close this  transaction on a date  earlier than the Closing  Date  upon providing written notice to Seller  stating a proposed earlier Closing Date and in the event Purchaser notifies  Seller of such  proposed earlier Closing  Date, Purchaser shall  have the  right,  at Closing, to waive conditions precedent and proceed  to Closing in accordance with the terms of this Agreement on the earlier Closing Date.  The Closing shall take place via escrow or at the office  of the Title Company  or such other place as the parties may mutually agree.  In the event that the Closing has not occurred by October 29, 2021 as a result of Seller's  failure  to satisfy  a condition  precedent to  Closing,  then   Purchaser shall  elect  in writing: (a) to terminate this Agreement upon sending written  notice  to Seller and, in the event  Purchaser  exercises such  right to terminate, the Deposit shall be released by Escrow Agent to Purchaser in full termination of this Agreement, except  with  respect  to  those  provisions  which  expressly  survive the  termination  hereof; or  (b)  waive  such condition  precedent and proceed  to Closing.   At Closing,  such documents as may  be reasonably necessary  to complete  this transaction,  including any documents  required  by the Title  Company to issue the Title Insurance  Policy in the form required  under this Agreement, shall  be executed and/or delivered by Purchaser  and Seller.
  

   
  

  
   9.           Closing Adjustments.  The following shall be apportioned against sums due Seller at Closing:
  

   
  

  
   A.          All payments  received  by Seller from each Tenant  for fixed rent shall be prorated as of the Closing Date with Purchaser  receiving the  fixed rent payable  with respect  to the day of Closing and for all periods thereafter  and all payments  received  by Seller from each  Tenant,  for additional rental  items  such as
  

   
  


   
  

  
  7

  







   
  



   
  

  
   real estate taxes, utilities, maintenance and operating expenses, insurance and similar reimbursements, expenses,  escalation payments  and prepaid expense  items allocable lo lease periods  (under the Leases) extending to periods after  the Closing,  shall be prorated as of the Closing  with  Purchaser receiving  a credit for the amount payable for the day of Closing and thereafter, shall be allocated and distributed to Purchaser together with an accounting therefor or at Purchaser's option credited  to Purchaser at the Closing.  In the event  that a Tenant pays additional rental  items such as real estate taxes,  maintenance and operating expenses and insurance  on an estimated basis, then,  prior  to Closing, Seller  shall complete a reconciliation of all such  expenses and  shall  provide  Purchaser with a credit at Closing for any amounts which Purchaser may be obligated to refund to such Tenant. In no event shall  Purchaser be charged with any past due rentals, which,  if collected by Purchaser, shall be remitted to Seller  only  after  all  current rents  and  other  charges  have  been  satisfied, and  less  Purchaser's  reasonable costs of collection, including attorney's fees.  Seller shall have  no surviving  rights  after Closing to collect from  a Tenant any past due amounts.   Should  any current charges or billings to or  for utilities, including electricity, sewer and water charges that are payable in arrears,  be unknown at the Closing,  such charges shall be estimated and prorated as of the Closing,  with Purchaser receiving a credit  from Seller,  based  upon  the  last available invoices  or billing
  

  
   therefor.
  

   
  

  
   B.          All real  and  personal  property taxes  and special  assessments of whatever nature and kind which have become due and payable or are delinquent as of the date of Closing shall be paid and discharged by Seller.  To the  extent not paid directly  by the Tenants, each  of(i) the  pro rata share of taxes assessed against the Real Estate which are applicable to the Burlington Premises for periods prior to the date on which Burlington becomes  liable  for such taxes  under  the  Burlington Lease,  and  (ii) the  pro  rata share of taxes  assessed against the  Real  Estate which  are  applicable to the  Five  Below  Premises for  periods  prior  to the  date on  which Five Below  becomes liable  for such  taxes under  the Five  Below  Lease  shall  be the responsibility of Seller and  shall be credited  to  Purchaser at Closing,  and  if Closing occurs prior  to the  receipt by Seller  of the tax bill  for  the Subject Premises for the  applicable tax  period, credit for  taxes  shall  be based  upon  the estimated taxes  and installments of assessments calculated based  on Seller's and Purchaser's joint consultation with the Office of the Supervisor of  Assessments for  Champaign County,  Illinois,  but  not  less  than  the taxes  and  installments of assessments for the previous  period.   Purchaser shall  also  receive a credit for any installment payments made  prior  to the  Closing  Date  by Five Below  to Seller  for its pro  rata share of taxes.   In  the  event based  upon  the applicable proration method, Seller is owed  any  taxes for periods  prior to Closing  and which  are to be paid  for by Tenants pursuant to the Leases, then, Purchaser shall not be required to provide Seller with a credit  at Closing; provided,  however, at such time as Purchaser has  received such  amounts from a Tenant under its Lease, it shall remit such amounts to Seller and in no event shall Purchaser be responsible for payment to Seller of any amount  of real estate taxes as part of such tax proration under  this Section 9.B.
  

   
  

  
   C.          Seller shall provide Purchaser with  a credit against the Purchase Price at Closing in an amount equal to the total amount of Fixed Rent (as defined  in the Five Below Lease) that the Five Below Tenant would have been  required  to pay for the remainder of the Abatement Period (as defined  in the Five Below  Lease) were  it not  for the abatement of such Fixed  Rent  pursuant to the  last paragraph of Section  4 of the  Five Below Lease.
  

   
  

  
   D.         Seller shall be responsible for payment of all operating expenses related to the Subject Premises prior to the Closing Date, which shall be paid in full prior to Closing and Seller shall provide Purchaser with  reasonable evidence that all such operating expenses including all outstanding bills of utility  companies and service providers have  been paid  in full for the  time  period prior to the Closing  Date.   Purchaser shall  be responsible for all such expenses on the Closing  Date and thereafter.
  

   
  

  
   E.          Seller  shall  be  responsible  for  payment of all amounts   due  under all  reciprocal easement agreements for the time period  prior  to the Closing  Date.   Purchaser shall be responsible for all such  amounts on the Closing  Date and thereafter.
  

   
  

  
   F.          Seller  shall  pay  all  state, county, city  and  other real  estate conveyance,  tangible, intangible, stamp  and similar taxes and any other transfer taxes  due  upon Closing  or required to be paid  upon
  

  
   recording of the Special Warranty  Deed.
  

   
  


  
  8

  



 
  









  
   G.         Purchaser and Seller shall split, on a fifty/fifty (50/50) basis, any escrow  fees/closing fees charged  by the Escrow Agent.
  

   
  

  
   10.          Duration  of Offer.   This offer  may be revoked  by Purchaser  at  any time  prior to  acceptance hereof by Seller.
  

   
  

  
   l l .        Purchaser's  Representations  and Warranties.   Purchaser represents and warrants unto Seller, as of the date hereof, and again as of the Closing Date, and to survive for one (I) year thereafter, as follows:
  

   
  

  
   A.          The party executing  this Agreement on  behalf of Purchaser  has the  full power  and authority  to  enter  into and  perform  this  Agreement on  behalf  of Purchaser   and  the  person  executing   this Agreement  has been duly authorized  to do so on behalf of Purchaser.    There  is no litigation,  investigation or other  proceeding  pending  or, to  Purchaser's  knowledge, threatened against  or relating  to  Purchaser  which  is
  

  
   material to this Agreement.
  

   
  

  
   B.          The   execution   of this   Agreement  and   the   consummation    of   the   transaction contemplated  in this Agreement  in accordance  with its terms  have  been approved by all  necessary  action  of Purchaser  under its organizational documents  and does  not  and will  not result  in a breach of the  terms  and conditions of, nor constitute a default under or violation of, Purchaser's organizational documents.
  

   
  

  
   C.          Purchaser  is a sophisticated and experienced real estate investor  and is familiar with the ownership of commercial  real estate, such as the Subject Premises.
  

   
  

  
   D.     AS-IS    PURCHASE.    SUBJECT    TO    SELLER'S    EXPRESS REPRESENTATIONS SET  FORTH IN THIS  AGREEMENT  HEREOF  AND IN THE  DOCUMENTS DELIVERED  AT  CLOSING  (COLLECTIVELY,  THE  "SELLER  REPRESENTATIONS"), PURCHASER ACKNOWLEDGES THAT  PURCHASER WILL HAVE INSPECTED  THE SUBJECT PREMISES  AND THAT  PURCHASER HAS ENTERED  INTO  THIS AGREEMENT  BASED  UPON ITS ABILITY TO  MAKE SUCH EXAMINATION  AND INSPECTION.    EXCEPT  AS EXPRESSLY SET FORTH IN SELLER REPRESENTATIONS, THE SUBJECT PREMISES IS BEING SOLD  IN AN AS-IS" CONDITION  AND "WITH  ALL  FAULTS"  AS OF  THE  CLOSING  DATE.    EXCEPT  AS EXPRESSLY  SET  FORTH  IN SELLER  REPRESENTATIONS, NO OTHER  REPRESENTATIONS OR WARRANTIES HAVE  BEEN MADE OR ARE MADE  AND NO RESPONSIBILITY HAS BEEN OR IS ASSUMED BY SELLER  OR BY ANY DIRECTOR, OFFICER,  PERSON,  FIRM,  AGENT  OR REPRESENTATIVE   ACTING   OR  PURPORTING  TO  ACT  ON   BEHALF  OF  SELLER.     THE PARTIES  AGREE THAT  ALL UNDERSTANDINGS  AND AGREEMENTS  HERETOFORE MADE BETWEEN THEM OR THEIR RESPECTIVE AGENTS OR REPRESENTATIVES ARE MERGED IN THIS  AGREEMENT,  OTHER  THAN  AS  EXPRESSLY  SET  FORTH   IN  SELLER REPRESENTATIONS, WHICH, COLLECTIVELY, FULLY AND COMPLETELY EXPRESS THE PARTIES' AGREEMENT.    PURCHASER ACKNOWLEDGES THAT THE PURCHASE  PRICE REFLECTS THE "AS-IS" NATURE OF THIS SALE  AND ANY FAULTS,  LIABILITIES, DEFECTS OR   OTHER   ADVERSE   MATTERS   THAT    MAY   BE   ASSOCIATED   WITH   THE   SUBJECT PREMISES, SUBJECT TO THE SELLER REPRESENTATIONS.   PURCHASER HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS  SET FORTH  IN THIS AGREEMENT WITH ITS COUNSEL AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT  THEREOF. NOTWITHSTANDING  ANYTHING  TO  THE  CONTRARY  HEREIN,  THE  TERMS   AND PROVISIONS OF THIS SECTION  IL.D SHALL SURVIVE THE CLOSING  INDEFINITELY.
  

   
  

  
   12.          Casualty.  Until the day of Closing and actual exchange of legal title for the consideration  to be paid hereunder, all risk of loss with respect to the  Subject  Premises  shall  be borne by Seller.   In the event of destruction or damage to the Subject  Premises  prior to the  Closing Date  in excess  of $100,000.00,  Purchaser shall, at its option,  have  the right to (i) eause  Seller to  repair all damage to the condition existing prior  to the destruction or damage and, in such event,  the Closing Date  shall be extended  until the destruction or damage  is repaired to the satisfaction of Purchaser and each Tenant;  (ii) take the proceeds of the insurance,  requiring Seller
  

   
  


   
  



  
  9

  





   
  




  
   to pay  the deductible amounts  and proceed  and go  forward with  the transaction, or (iii) declare  the  transaction to be void and of no further force  and effect and  Purchaser shall  thereupon receive a refund  of the  Deposit and be relieved  of any  and all liability hereunder.
  

   
  

  
   I 3.         Condemnation.  In the event that notice of any action,  suit or proceeding shall be given  prior to the Closing  Date for the purpose  of condemning any  part  of the Subject Premises, then Purchaser shall have the right to terminate its obligations hereunder within  fifteen  ( 15) days  after  receiving notice of such condemnation proceeding  or later in the event  that a Tenant elects to terminate its Lease  as a result  of such  condemnation, and upon such termination, the Deposit  shall  be refunded lo Purchaser in full termination of this Agreement, and  the proceeds  resulting from  such  condemnation shall  be paid  to  Seller.   In the  event  Purchaser shall  not  elect  to terminate its obligations hereunder, the proceeds of such condemnation shall be assigned  and belong to Purchaser at Closing.
  

   
  

  
   14.        Deposit  as Liquidated  Damages.    The  Deposit shall  be held  by  Escrow Agent and  applied against cash  due  at Closing  when  the  transaction is  consummated.   In  the  event of failure  of any  condition precedent, the Deposit  shall be returned  to Purchaser upon  demand.   In the event Purchaser fails to  close  on  its purchase  of the Subject Premises  at Closing,  which  default remains uncured  for a period  of ten ( I0) days  after written notice thereof is received  by Purchaser, Seller  shall  be entitled to  the  Deposit as liquidated damages as
  

  
   its sole  and exclusive  remedy.   In the  event  of a default by  Seller  hereunder, Purchaser shall  be  entitled to:
  

  
   (i) exercise its right to terminate this Agreement in which  event  it shall receive  a return  of the Deposit and  Seller shall reimburse Purchaser for Purchaser's actual  out-of-pocket costs  and expenses incurred in connection with this transaction not to exceed the sum of Fifty Thousand and 00/100 ($50,000.00) Dollars; or (ii) to  maintain an action against  Seller for specific performance, provided such  action  is commenced within  six (6) months of the scheduled Closing  Date.    In the  event  that any  action is brought to  enforce the  terms  and  conditions of this Agreement, the non-prevailing party in such action shall  be responsible for payment ofall reasonably attorneys' fees, court costs and legal expenses incurred  by the prevailing party.  Nothing  in this Section 14 shall be deemed a  limitation  on  Purchaser's  and  Seller's rights   to  enforce  any  indemnification  provisions   set  forth  in  this Agreement or in the closing  documents to be executed and/or delivered at Closing.
  

   
  

  
   I 5.         Indemnity.
  

   
  

  
   A.         Seller shall  indemnify,  defend  and hold Purchaser harmless  from and in respect to any claims asserted  by  tenants, creditors or employees of or  claimants  against  Seller  or  of the  Subject Premises including,  but not  limited to, attorneys'  fees and costs  (using  attorney of Purchaser's choice) up to and  including the  Closing  Date and  from  any  claim  by  Purchaser that Seller  has  breached any  of the  representations and warranties  contained  herein or in the closing  documents to be executed and/or delivered  at Closing.   In no event shall Purchaser assume  any liability  of Seller.   The  parties acknowledge that this  is not  a sale  of a business nor shall  Purchaser be deemed a successor of Seller.
  

   
  

  
   B.           Purchaser  shall  indemnify, defend and hold Seller harmless  from and in respect to any claims asserted by tenants, creditors or employees of or claimants against Purchaser or of the  Subject Premises including,  but not  limited to,  attorneys' fees  and  costs  (using attorneys of Seller's choice)  arising  from  events occurring after the Closing Date,  a breach of any representation or warranty  of Purchaser.
  

   
  

  
   16.          Seller's  Covenants.   From the date  of this  Agreement until the earlier  of the termination of this
  

  
   Agreement or the Closing Date:
  

   
  

  
   A.          Seller  shall  operate, repair  and  maintain  the  Subject  Premises in  substantially the same manner  as the same have heretofore been maintained and  shall permit no wasting of the Subject Premises and Purchaser shall  be permitted upon prior reasonable notice  to  Seller to obtain  access to the Subject Premises through the Closing Date to verify compliance with such  requirements.
  




   
  





  
  10

  



 
  


   
  




  
   B.          Seller  shall   not   enter   into   any   lease,   lease   amendment, license  or   occupancy agreement of any kind with respect  lo the Subject Premises, without Purchaser's prior written consent, in each such  instance.
  

   
  

  
   C.           Seller  shall  not transfer  any of the Subject Premises, create  any  lien or encumbrance thereon, grant any easements or rights of way, or enter  into any  contract or other  agreement affecting the Subject Premises which  is  not  cancelable on and as of the Closing Date  without Purchaser's prior  written consent, in each  such  instance.
  

   
  

  
   17.          Broker.  Seller  and Purchaser do hereby certify,  represent and  warrant, each  to the  other, that they  have  not engaged, enlisted, employed or otherwise made  use of any other  real  estate broker or sales person in connection  with  this  sale.    Purchaser and  Seller  shall  indemnify,   defend   and  hold  each  other   and  their respective successors and  assigns,  harmless  with respect lo  any  claim of any real  estate broker  or sales  person claiming  a commission  and/or   damages through  or  under   the   indemnifying  party  in  connection with   this transaction, including,  without  limitation,  reasonable attorneys' fees,  court  costs  and legal  expenses.
  

   
  

  
   18.           Governing  Law.  This  Agreement shall  be governed by Illinois  law.
  

   
  

  
   19.           Binding Effect. This Agreement shall  bind the parties hereto, their respective heirs and assigns. Purchaser may freely  assign  its interest hereunder.
  

   
  

  
   20.         Notices.  Any  notices, demands or requests required or permitted to be given  hereunder must be in writing and shall be deemed  to be given (i) when hand  delivered, or (ii) one (I) business day after  delivery to FedEx or similar overnight service  for next business day  delivery, or (iii) three (3) business days after deposit in the  U.S. mail  first  class  postage prepaid, or  (iv)  when  sent by  facsimile or electronic (e-mail) transmission during normal  business hours (i.e., 8:00 a.m. to 6:00 p.m., Monday through Friday).  In all cases  notices shall be
  

  
   addressed lo the parties  at their respective addresses as follows:
  

   
  


  
  11

  




    
     If to Seller:
    

     
    

    
     c/o AEI Fund  Management, Inc.
    

    
     Attn:  Kyle  Hagen
    

    
     1300 Wells Fargo Place
    

    
     30 East Seventh Street Saint Paul,  MN 55 IO I Telephone:  (800)  328-3519
    

    
     Fax:  (651) 227-7705
    

    
     E-Mail:  khagen@aeifunds.com
    

     
    

     
    

    
     If to Purchaser:
    

     
    

    
     Agree  Development, LLC
    

    
     Attn:  Danielle Spehar
    

    
     70 East Long Lake
    

    
     Bloomfield  Hills, Michigan  48304
    

    
     Telephone: (248) 419-6329
    

    
     Fax:  (248) 737-9110
    

    
     E-Mail:  dspehar@agreerealty.com
    

  


  
    
     With a Copy  to:
    

     
    

    
     c/o AEI Fund  Management, Inc.
    

    
     Attn:   Marissa Lassaux & Stacee Windle
    

    
     1300 Wells  Fargo Place
    

    
     30 East  Seventh  Street Saint Paul, MN 5510 I Telephone: (651) 227-7333
    

    
     Fax:  (651) 227-7705
    

    
     E-Mail:mlassaux@aeifunds.com swindle@aeifunds.com
    

     
    

    
     With a Copy  to:
    

     
    

    
     Lowell D. Salesin, Esq.
    

    
     Honigman LLP
    

    
     39400  Woodward Ave., Suite  101
    

    
     Bloomfield Hills, Michigan 48304
    

    
     Telephone: (248) 566-8540
    

    
     Fax:  (248)  566-8541
    

    
     E-Mail:   lsalesin@honigmao.com
    

  


  
   21 .         Exclusivity.  In consideration of the  significant time  and expense to be devoted by Purchaser with  respect to  its potential acquisition of the  Subject Premises, Seller  agrees that,   during  the  term of this Agreement, it will negotiate exclusively with Purchaser concerning a potential sale  of the Subject Premises and will not  market the Subject Premises for sale  and  it has  not  and  will  not  enter into any  agreement to sell  the
  

   
  



   
  


  
  12

  





   
  




  
   Subject Premises to any party other  than Purchaser.  If the  Seller  breaches its obligations under this  Section 21, Purchaser shall have  the right to damages and, at Purchaser's election, injunctive or other equitable relief.
  

   
  

  
   22.         Tax  Deferred Exchange /§ I 031 ).  Seller  shall cooperate with  Purchaser to the extent that this transaction is part of a tax deferred exchange pursuant to  § I 031 of the  Internal Revenue Code  for  Purchaser, provided, however that Seller shall  not incur any cost,  expense, risk or potential liability whatsoever on account thereof. Purchaser shall cooperate with Seller to the extent that this transaction is part of a tax deferred exchange pursuant to§ I031 of the Internal Revenue Code for Seller;  provided, however, that Purchaser shall not incur any additional  cost,  expense, risk or potential liability  whatsoever on account thereof.
  

   
  

  
   23.         Time for Performance.  In the event  the last date for performance of any obligation or for giving any notice hereunder falls on a Saturday, Sunday  or legal  holiday of the state wherein the Real  Estate is located, then the time of such  period  shall be extended to the  next  day  which  is not a Saturday, Sunday or legal holiday in such state.   Time shall be of the essence for purposes of this transaction.   In the event that Purchaser shall be delayed or  hindered in or prevented from  the  performance of any  act  required  hereunder by reason  of acts  of God,  fire,  flood,  earthquake, accident, explosion, falling objects or other casualty  or natural  disaster, adverse weather conditions, unusual  delays in transportation, strikes,  lockouts,  labor  disputes or  troubles, inability to procure   labor  or  materials, governmental action  or  inaction,  failure  of power, energy shortage,  epidemic, restrictive governmental laws,  regulations or  orders, terrorism, riots,  insurrection, war, governmental  pre­ emption  or prescription, national emergency or other  similar causes beyond the reasonable control of Purchaser (each  a "Force Majeure"), then  upon Purchaser's written notice to Seller  Purchaser's performance of such  act shall be excused for the period of the delay,  and the period for the performance of any such act shall  be extended for a period  equivalent lo the period  of such delay  not to exceed twenty  (20) days.
  

   
  

  
   24.         Survival.    The  terms, conditions, covenants  and  other provisions of this  Agreement  shall
  

  
   survive the  Closing.
  

   
  

  
   25.        Counterparts.  This Agreement may  be executed in one or more counterpart copies, all of which together shall constitute and be deemed an original, but all of which  together shall  constitute one and the same instrument binding on all parties.   This Agreement may be executed in telecopy (faxed) copies and electronic (e­ mail) copies and facsimile and electronic signatures shall be binding  upon  the parties.
  

   
  

  
   (SIGNATURES  ON NEXT PAGE)
  

   
  

   
  

   
  

   
  

   
  




   
  



   
  




   
  




   
  

   
  

   
  

   
  

   
  

   
  


   
  

  
  13

  





   
  





   
  

  
   IN WITNESS WHEREOF, the Purchaser has executed this Agreement on the date  signed  by Purchaser shown below and Seller has accepted same on the date  signed by Seller shown  below.
  

   
  

   
  

   
  

  
   PURCHASER:
  

   
  

  
   AGREE DEVELOPMENT, LLC,
  

  
   a Delaware limited liability company
  

   
  

   
  

                                                                                                            By:  /s/ Danielle Spehar

                                                                                                            Name: Danielle Spehar
                                                                                                          Title: Authorized Representative

 
  

   
  


  
   Date signed  by Purchaser: August 12, 2021
  

   
  

  
   SELLER:
  

   
  

  
   AEI INCOME & GROWTH FUND  XXI LIMITED PARTNERSHIP, a Minnesota limited partnership, as to an undivided  30%  interest
  

   
  

  
   By:        AEI  Fund Management XXI, Inc., a Minnesota corporation
  

  
   its: Corporate General Partner

   
                                                                                                          By: /s/ Marni  Nygard

                                                                                                            Name: Marni Nygard
                                                                                                          Title:  President
  



   
  

  
   Date signed by Seller:    August  11,  2021
  

   
  

  
   AEI ACCREDITED INVESTOR FUND V LP,  a Minnesota limited partnership, as to an undivided 40% interest
  

   
  

  
   By:        AEI Income Fund Manager, Inc., a Minnesota corporation

                its: Corporate General Partner
By:
    /s/ Marni  Nygard



  
   Name:  Marni Nygard

  

   Title:  President
  

   
  


  
    
     Date signed by Seller:     August 11,  2021

   
 
 
 



  
     
    

    
     
     

    
     
     

    
     
     


    AEI NATIONAL INCOME PROPERTY FUND VIII LP, a Minnesota  limited partnership,  as to an undivided 30% interest

By:        AEI Income Fund Manager,  Inc.,
    

    
     a Minnesota corporation
    

    
     Its: Corporate General Partner
    

  


   
  


   
  



   
                                                                                                          
By:
    /s/ Marni  Nygard







    Name:  Marni  Nygard
  

  
   Title:   President
  

   
  

  
   Date signed  by Seller:      August  11, 2021
  

   
  



   
  


   
  

  
   EXHIBITS:
  

   
  


  
    
     Exhibit A Legal Description
    

  


  
    
                              Exhibit B Property Information
    

    
     
     

  


  
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   EXHIBIT A
  

   
  

  
   LEGAL DESCRIPTION
  

   
  

   
  

  
   TRACT I:
  

   
  

  
   LOT 2 OF CHAMPAIGN TOWN  CENTER SECOND SUBDIVISION, AS PER PLAT  RECORDED IN PLAT  BOOK  "CC" AT PAGE 2 AS DOCUMENT NUMBER 94R  13604, SITUATED IN CHAMPAIGN COUNTY, ILLINOIS.
  

   
  

  
   TRACT 2:
  

   
  

  
   TOGETHER WITH NON-EXCLUSIVE EASEMENT RIGHTS  UNDER THAT  CERTAIN DECLARATlON OF EASEMENT AND OTHER AGREEMENTS DATED MAY  18,  1994 AND RECORDED MAY  19, 1994
  

  
   IN BOOK 21l6AT PAGE  708 AS DOCUMENT 94R  13612 MADE  BY ORlX WILKINSON CHAMPAIGN VENTURE,  AN  ILLINOIS  GENERAL PARTNERSHIP AND LOWE'S  HOME CENTERS, INC.
  

   
  

  
   TRACT  3:
  

   
  

  
   TOGETHER WITH  NON-EXCLUSIVE EASEMENT RIGHTS  UNDER  THAT CERTAIN  OPERATION AND   EASEMENT  AGREEMENT  BETWEEN   DAYTON   HUDSON   CORPORATlON  AND   ORIX WILKINSON CHAMPAIGN VENTURE RECORDED MAY   19, 1994  IN BOOK  2 1 16 AT  PAGE  723  AS DOCUMENT 94R   13617 AS AMENDED BY FIRST AMENDMENT TO  OPERATlON AND  EASEMENT AGREEMENT BETWEEN DAYTON HUDSON CORPORATION AND  ORIX WILKINSON CHAMPAIGN VENTURE DATED JUNE  17,  1994 AND RECORDED JUNE  17,  1994 IN BOOK 2124 AT  PAGE  470  AS DOCUMENT  94R  16459 AND SECOND AMENDMENT RECORDED NOVEMBER 22,
  

  
   1995 IN BOOK 2351  ON PAGE 456.
  

   
  

   
  

   
  

  
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   EXHIBIT B PROPERTY INFORMATION
  

   
  

   
  

  
   Seller shall provide Purchaser copies of the following items lo the extent  in Seller's  possession:
  

   
  

  
    
     I.
    

    
     A full set of architectural  and civil construction  plans and specifications,  including any "As-Built" Plans.
    

  

   
  

  
   2.          Copies  of all reciprocal  easement  agreements, operating easement  agreements, ECR's,  declarations and party wall agreements encumbering the Property.
  

   
  

  
   3.          Copies of any vendor contracts and all warranties for the Property (i.e. roof, HYAC,  etc.).
  

   
  

  
   4.          Copies of existing  title policies with copies of all exception documents.
  

   
  

  
   5.          Copies of existing surveys, including most current ALTA, as-built survey.
  

   
  

  
   6.          Copies of existing environmental  reports  including phase  I ESA's  and/or phase  II ESA's; copies  of
  

  
   existing gcotechnical reports and soil testing reports and analyses.
  

   
  

  
   7.          Copies  of all  leases  and  all  amendments  thereto, including  copies  of documentation evidencing term/rent  commencement date  of  Lease  (i.e.,  Commencement Date  Certificate,  Memorandum of Lease, etc.).
  

   
  

  
   8.          Copies of the original certificate of occupancy  and any violation notices.
  

   
  

  
   9.          Copies  of all  permits and  approvals  from  state  or  local government  agency,   including  site  plan approvals,  water,  sewer, DOT or other road jurisdiction.
  

   
  

  
   I0.         Copies of the current year-to-date and past three (3) years property tax bills.
  

   
  

  
   11 .        Copies of Seller's current insurance certificates for the Property.
  

   
  

  
   12.          Copies of the Tenant(s)  current  insurance certificates for the Property.
  

   
  

  
   13.           Contact information al Tenant(s)' corporate  head quarters for the  person(s)  responsible for payment of rent and processing of change of ownership information.
  

   
  

  
   14.          A copy of the past three (3) years reconciliation  billings for CAM, tax and insurance,  if applicable.