Exhibit 10.1


PURCHASE & SALE AGREEMENT


	SELLER:	
        The Haven at Market
        Square, LLC

        c/o Johnson Development
        Associates, Inc.

        100 Dunbar Street Suite 400

        Spartanburg, SC 29306

        Attention: D. Benjamin Graves

        Attention: Jennifer C. Adamson

        Tel: 864-594-5707

        Fax: 864-594-5998

        Email: bgraves@johnsondevelopment.net

        Email:
        jadamson@johnsondevelopment.net

	 	 
	With a copy to:	
        Johnson, Smith, Hibbard and
        Wildman, LLP

        Attn: Steven M. Querin

        220 N. Church Street

        Spartanburg, SC 29306

        Tel: 864-582-8121

        Fax: 864-585-5328

        Email: squerin@jshwlaw.com

	 	 
	PURCHASER:	
        Inland Real Estate Acquisitions,
        Inc.

        Attn: G. Joseph Cosenza

        2901 Butterfield Road

        Oak Brook, IL 60523

        Tel: 630-218-4948

        Fax: 630-218-4936

        Email: joe@inlandgroup.com

	 	 
	With a copy to:	
        The Inland Real Estate Group, Inc.

        Attn: Gary Pechter, Esq.

        2901 Butterfield Road

        Oak Brook, IL 60523

        Tel: 630-645-2084

        Fax: 630-218-4900

        Email: gpechter@inlandgroup.com

	 	 




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	PROPERTY:	See Section 1.
	 	 
	ESCROW AGENT:	
        Chicago Title Insurance Company

        10 South LaSalle Street, Suite 3100

        Chicago, IL 60603

        Attn: Nancy Castro

        Tel: 312-223-2709

        Email: Nancy.Castro@ctt.com

	 	 
	EFFECTIVE DATE:	July 20, 2015
	 	 
	INSPECTION PERIOD:	The period ending at 5:00 pm Eastern time on the date which is thirty (30) days after the Effective Date.
	 	 
	CLOSING DATE:	September 30, 2015 or such earlier date as Purchaser and Seller may agree, provided that in no event shall Seller be obligated to close prior to September 21, 2015.  Without limiting the foregoing, in no event shall Closing occur after October 31, 2015.
	 	 
	PURCHASE PRICE:	The Purchase Price for the Property, The Haven at Market Square, shall be Forty Five Million Seven Hundred Fifty Thousand Dollars ($45,750,000) to be paid in funds available for immediate value in Seller’s accounts, and subject to the adjustments and proration provided herein.
	 	 
	EARNEST MONEY:	See Section 3.


 


Section 1.            
Sale and Purchase. Subject to the terms hereof, Seller agrees to sell, and Purchaser agrees to purchase, as
provided in this Purchase and Sale Agreement (this “Agreement”) and for the Purchase Price, the following:


(a)            
the tract(s) or parcel(s) of land located at 300 Cormorant Place, Frederick, Maryland 21701 and more particularly described
in Exhibit A, together with all rights and interests appurtenant thereto, including all of Seller’s right, title,
and interest, if any, in and to any riparian rights, easements, licenses, privileges, adjacent streets, alleys, rights-of-way,
air rights, subsurface rights, development rights and water rights appurtenant to such real property, and any adjacent strips and
gores of real estate (the “Land”); all buildings, structures, parking areas, sidewalks, landscaping and
improvements owned by Seller and now located on the Land including, without limitation, that certain 206-unit apartment complex
known as “The Haven at Market Square” along with rights to use the pool and clubhouse pursuant to the Pool Amenity
Ground Lease (the “Improvements”); and all rights, titles, and interests appurtenant to the Land and
Improvements;




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(b)           
all furniture, equipment, appliances, machinery, signage, inventories, supplies, equipment, vehicles (including carts),
fitness equipment, pool equipment, pool supplies, rolling stock, spare parts, inventory, telephone, computer, facsimile, printing
and other electronic equipment (including servers, disk drives, modems, routers, cabling, and the like) and other tangible personal
property and equipment owned by Seller and attached to or used in connection with the ownership, maintenance, use, leasing, service,
or operation of the Land or Improvements, if any, including without limitation the tangible personal property which shall be attached
as Exhibit G, but specifically excluding any personal property owned, financed or leased by any Tenant (defined below),
and computer hardware and computer software (including servers, disk drives, modems, routers, cabling, and the like) which either
is licensed to Seller, or Seller deems reasonably proprietary, any appraisals or other economic evaluations of, or projections
with respect to, all or any portion of the Property, including, without limitation, budgets prepared by or on behalf of Seller
or any affiliate of Seller, and any documents, materials or information which are subject to attorney/client, work product or similar
privilege, which constitute attorney communications with respect to the Property and/or Seller, or which are subject to a confidentiality
agreement (the “Personalty”);


(c)            
all of Seller’s right, title and interest in: all unexpired leases, franchises, licenses, occupancy agreements, or
other agreements demising space in, providing for the use or occupancy of, or otherwise similarly affecting or relating to, the
Improvements or Land, including, without limitation, the Pool Amenity Ground Lease (defined below) (collectively, the “Leases”
and, individually, a “Lease” and, with respect to residential apartment leases, all as set forth in the
Rent Roll, hereinafter defined); all rents prepaid for any period subsequent to the Closing Date (defined below); and all deposits
and bonds, security or otherwise, including all refundable and nonrefundable pet deposits or fees, and any letters of credit paid
by any Tenant as security for any Tenant’s obligations (“Deposits”), made by apartment tenants
of The Haven at Market Square (collectively, the “Tenants” and, individually, a “Tenant”)
holding under the Leases, together with all tenant and lease files; and


(d)            to
the extent assignable by Seller, after Seller’s good faith efforts, all contracts or agreements, such as
maintenance, service, or utility contracts pertaining to the use, operation or maintenance of the Property for which
Purchaser notifies Seller prior to the expiration of the Inspection Period that it elects to assume, (the
“Property Agreements”) (a list of all Property Agreements shall be attached as Exhibit H),
all warranties, guaranties, indemnities, and claims, licenses, permits, and similar documents, franchises, logos, tradenames
(specifically excluding any trademarks, logos, trade colors, service marks, and trade names of Seller, including all
derivations of the name “The Haven” (provided, however, Purchaser shall be provided a limited license as provided
in Section 5(k) herein to use the name “The Haven at Market Square”)), website domains (for a period of
six (6) months following Closing), telephone numbers, advertising materials, internet addresses and web sites relating to the
Improvements (for a period of six (6) months following Closing) used in connection with the Property and the business
operated thereon, plans, drawings, specifications, surveys, engineering reports, architectural drawings, other technical
information, (v) all data, electronic files and databases (including tenant, leasing, book-keeping, accounts
payable, payroll, and account receivable files), and security codes, and the like employed by or on behalf of Seller in the
operation and leasing of the Improve-




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ments,
in each case to the extent that Seller may legally transfer the same, and (vi) intangible personal property and other property
(real, personal, or mixed), owned or held by Seller that relates to the ownership, use, leasing, maintenance, service, or operation
of the Property.


The above listed
items are herein collectively called the “Property”.


Section 2.            
Seller Due Diligence Deliveries Seller has made available to Purchaser certain information and diligence materials
in the folder described as “Market Square Sale” on that certain dropbox.com website (collectively, the “Information”)
including without limitation Seller’s existing title policies and surveys (the “Title Policy(ies)”
and “Survey(s)”).


Section 3.            
Earnest Money. Within one (1) business day after the Effective Date, Purchaser shall deposit an initial Seven
Hundred Fifty Thousand Dollars ($750,000) in earnest money (“Earnest Money”) with the Escrow Agent, which
shall hold it in escrow in an interest-bearing account and deliver it in accordance with this Agreement. Seller and Purchaser stipulate
that the deposit of the Earnest Money with the Escrow Agent is sufficient consideration to support this Agreement. Two Hundred
Fifty Thousand Dollars ($250,000) of such initial Earnest Money deposit shall be non-refundable as of the Effective Date, except
in the event of a Default by Seller hereunder or if Seller is otherwise unable to deliver marketable title at Closing in accordance
with the terms of this Agreement. With the exception of Default by Seller hereunder or any condition of Closing expressly set forth
in this Agreement, the Earnest Money will become non-refundable unless this Agreement is terminated prior to the end of the Inspection
Period. Within one (1) business day after the expiration of the Inspection Period, Purchaser shall deposit an additional deposit
of Seven Hundred Fifty Thousand Dollars ($750,000) with the Escrow Agent which shall become a part of the Earnest Money and, which,
except as otherwise provided herein, shall be non-refundable upon deposit.


Section 4.            
Inspection Period.


(a)            
If for any reason Purchaser, in its sole discretion, is not satisfied with the Property, then Purchaser may terminate this
Agreement by delivering written notice thereof to Seller prior to the expiration of the Inspection Period. In such event, the Earnest
Money shall be returned to Purchaser and neither party will have any further obligations under this Agreement, except for those
obligations which expressly survive the termination hereof. Upon the expiration of the Inspection Period, except as otherwise provided
in this Agreement, the Earnest Money shall become non-refundable to Purchaser. From the Effective Date through Closing, Seller
shall send Purchaser updated weekly operating and leasing reports and such other reports and other information as Purchaser may
reasonably request.




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(b)           
During the Inspection Period, Purchaser may object in writing to any liens, encumbrances, and other matters affecting the
Property or shown on any survey. All such matters to which Purchaser timely objects shall be “Non-Permitted Encumbrances”;
all such matters for which no such objection notice is given during the time period prescribed therefor, except those that arise
or attach, or are recorded or perfected, after expiration of the Inspection Period, shall be “Permitted Encumbrances”.
Seller may, but shall not be obligated to, at its cost, cure, remove or insure around all Non-Permitted Encumbrances; provided,
however, that notwithstanding the foregoing, Seller shall be obligated to remove from record (by bonding or otherwise) any of the
following affecting the Property: (w) any easements or rights of way with respect to the Property granted by Seller after the date
hereof and any agreements affecting title to the Property, entered into by Seller after the date hereof, in either case, without
Purchaser’s prior written approval, which approval shall not be unreasonably withheld or delayed; (x) liens or judgments
affecting the Property; (y) any mortgage or other security interest entered into by Seller; or (z) any mechanic’s or materialman’s
lien and any judgment filed, recorded or docketed against the Property, in any case resulting from the non-payment by Seller of
any sums alleged to be due and owing by Seller to a contractor or materialman (collectively, the “Mandatory Removal
Liens”). Within three (3) business days after the receipt of a written notice from Purchaser of any Non-Permitted
Encumbrances, Seller shall (subject to Seller’s obligations as to Mandatory Removal Liens) notify Purchaser in writing of
any such Non-Permitted Encumbrances which Seller is unable or unwilling to cause to be removed prior to or at Closing (the “Cure
Notice”). In the event Seller does not provide the Cure Notice to Purchaser within such three (3) business day period,
Seller shall be deemed to have agreed to remove such Non-Permitted Encumbrances prior to or at Closing. If Seller does not cause
all of the Non-Permitted Encumbrances and Mandatory Removal Liens to be removed, cured or insured around on or prior to the scheduled
Closing Date, then Purchaser may, as its sole and exclusive remedy, either terminate this Agreement in accordance with Section
7 by delivering notice to Seller on or before the Closing Date, or purchase the Property without any reduction in the Purchase
Price, subject to the Non-Permitted Encumbrances, in which case, all such Non-Permitted Encumbrances shall be Permitted Encumbrances.
The rights of tenants, as tenants only, under the Leases are hereby designated as Permitted Encumbrances. If Purchaser does not
terminate this Agreement on or before the Closing Date, Purchaser will be deemed to have elected to proceed under Section 4(b)
with respect to the Property and to have waived its objections with respect to any Non-Permitted Encumbrances without any reduction
in the Purchase Price but otherwise subject to the other conditions to closing thereto. Seller agrees that, between the Effective
Date and the Closing Date, Seller will not sell, assign, rent, convey (absolutely or as security), grant a security interest in,
or otherwise encumber or dispose of, the Property (or any part thereof or estate therein) in any manner that will survive Closing,
except as approved in writing by Purchaser, in its sole discretion, or as expressly provided in this Agreement. Notwithstanding
the foregoing, Seller shall have the right to continue leasing apartment units in the Property in the manner described in Section
6(a)(iv) hereof and to terminate, amend or enter into service contracts in the manner described in Section 6(a)(iv)
hereof.




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Notwithstanding
the foregoing, Purchaser may, prior to Closing, further notify Seller in writing of any additional objection to any new survey
matters shown on any update to the Survey or new title matters shown on any update to the Title Commitment obtained by Purchaser
prior to the Closing Date. With respect to any such additional objections to title or survey, Purchaser shall have the same rights
as those which apply to any title or survey objections resulting from the initial title examination and survey review made by Purchaser.
If Seller does cure or satisfy the objections, then Purchaser shall have the same rights provided with respect to the initial title
examination and survey.


(c)            
Purchaser, at its sole cost and expense, shall obtain commitments to issue owner’s policies of title insurance in
the amount of the Purchase Price for the Property, insuring title in Purchaser subject only to the Permitted Encumbrances and other
standard pre-printed exceptions included in a standard form owner’s policy (the “Owner’s Policy(ies)”).
PURCHASER HEREBY ACKNOWLEDGES HAVING BEEN ADVISED BY SELLER TO HAVE AN ABSTRACT OF TITLE FOR THE PROPERTY EXAMINED BY AN ATTORNEY
OF ITS CHOICE, OR TO OBTAIN A POLICY OF TITLE INSURANCE PURSUANT TO THE TERMS HEREOF.


(d)           
Prior to Closing, Purchaser may physically inspect the Property; provided, however, Purchaser shall be permitted to make
such investigations, including appraisals, engineering studies, soil tests, environmental studies, inquiry of governmental officials
and underwriting analyses as Purchaser deems necessary or advisable, subject to the following limitations: Purchaser shall not
conduct invasive testing (including, without limitation, any environmental testing other than a Phase I study) without Seller’s
prior written consent, which consent may be conditioned upon, among other things, receipt of a copy of a Phase I environmental
assessment recommending invasive testing, a detailed description of the proposed physical or invasive inspection or testing, a
list of contractors who will be performing the physical or invasive inspection or testing, evidence of insurance satisfactory to
Seller, and such other information as Seller in its sole discretion requires in connection with such proposed inspection or testing.
Further, Purchaser personally or through its authorized agents or representatives, shall have the right during the Inspection Period,
(i) to review the books and records relating to the Property, and (ii) upon reasonable advance notice to Seller, to enter upon
the Improvements during normal business hours. Purchaser shall have the right to interview on-site employees for possible future
employment by Purchaser after the Closing Date. Purchaser may enter the Property to conduct its inspection, but shall be responsible
for, and shall indemnify and hold harmless Seller and its partners, shareholders, officers, directors, agents, employees, property
manager, controlling persons and affiliates from and against, any claims, losses, costs, liability, expenses or damages caused
thereby (including damages and claims arising from any acts or omissions of Purchaser’s agents or contractors); provided,
however, Purchaser shall have no liability to Seller under this Section 4(d) for (1) pre-existing conditions upon the Property,
(2) loss or damage caused by the acts of the Seller or its agents or representatives, or (3) any claims of diminution in the value
of the Improvements as a consequence of the results revealed by such tests and inspections (so long as Seller has given Purchaser
its permission to reveal such test and inspections). The foregoing indemnification obligation shall survive the Closing or termination
of this Agreement for a period of six (6) months. If 




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Purchaser
terminates this Agreement, Purchaser shall deliver to Seller all copies of the Information provided by Seller hereunder and
copies, at Seller’s cost, of any other third party materials received or prepared by or for Purchaser in connection
with the Property; provided, that in no event shall Purchaser be required to provide any documents, materials or information
which are subject to attorney/client, work product or similar privilege, which constitute attorney communications with
respect to Purchaser, or which are subject to a confidentiality agreement. The terms and provisions of this Section
4(d) shall survive any Closing or the earlier termination of this Agreement.


(e)            
Purchaser acknowledges that Purchaser will have the opportunity to independently and personally inspect the Property and
that Purchaser has entered into this Agreement based upon its ability to make such examination and inspection. Except as otherwise
set forth in this Agreement and in the closing documents delivered at Closing, the Property is to be sold to and accepted by Purchaser
at Closing in its then present condition, “AS IS, WITH ALL FAULTS, AND WITHOUT ANY WARRANTY WHATSOEVER, EXPRESS OR IMPLIED”.
Except as set forth in this Agreement and in the closing documents delivered at Closing, it is understood and agreed that, Seller
and Seller’s agents or employees have not made and are not now making, and they specifically disclaim, any warranties, representations
or guaranties of any kind or character, express or implied, oral or written, past, present or future, with respect to any portion
of the Property, including, but not limited to, warranties, representations or guaranties as to matters of title (other than Seller’s
express warranty of title set forth in the limited warranty deed to be delivered at Closing); environmental matters of any kind
relating to the Property or any portion thereof (including the condition of the soil or groundwater beneath the Property); geological
conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations
regarding the withdrawal of water and earthquake faults and the resulting damage of past and/or future earthquakes; whether, and
to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, flood
prone area, flood plain, floodway or special flood hazard; drainage; soil conditions, including the existence of instability, past
soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any under shoring;
zoning to which the Property or any portion thereof may be subject; the availability of any utilities to the Property or any portion
thereof including, without limitation, water, sewage, gas and electric; usages of adjoining property; access to the Property or
any portion thereof, the value, compliance with the plans and specifications, size, location, age, use, design, quality, description,
suitability, structural integrity, operation, title to, or physical or financial condition of the Property or any portion thereof,
or any income, expenses, charges, liens, encumbrances, rights or claims on or affecting or pertaining to the Property or any part
thereof; the presence of Hazardous Materials (defined below) in or on, under or in the vicinity of the Property; the condition
or use of the Property or compliance of the Property with any or all past, present or future federal, state or local ordinances,
rules, regulations or laws, building, fire or zoning ordinances, codes or other similar laws; the existence or non-existence of
underground storage tanks; any other matter affecting the stability or integrity of the Property; the potential for further development
of the Property; the existence of vested land use, zoning or building entitlements affecting




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the Property; the merchantability of the Property or fitness of the Property for any particular purpose (Purchaser affirming
that Purchaser has not relied on Seller’s or Seller’s agents’ or employees’ skill or judgment to select
or furnish the Property for any particular purpose, and that Seller makes no warranty that the Property is fit for any particular-purpose);
or tax consequences. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND IN THE CLOSING DOCUMENTS DELIVERED AT CLOSING, SELLER
MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND TO PURCHASER, INCLUDING, WITHOUT LIMITATION, AS TO THE PHYSICAL CONDITION OF
THE PROPERTY AND ANY IMPROVEMENTS LOCATED THEREON, OR THEIR SUITABILITY FOR ANY PARTICULAR PURPOSE OR OF MERCHANTABILITY. PURCHASER
SHALL RELY SOLELY ON ITS OWN INVESTIGATIONS OF THE PROPERTY IN DETERMINING WHETHER TO ACQUIRE IT. THE PROVISIONS OF THIS Section
4(e) ARE A MATERIAL PART OF THE CONSIDERATION FOR SELLER’S ENTERING INTO THIS AGREEMENT, AND SHALL SURVIVE CLOSING.


(f)            
Except as expressly set forth in this Agreement, including without limitation, Sections 4(g) and 7, and in
the closing documents delivered at Closing, Purchaser hereby FOREVER RELEASES AND DISCHARGES Seller from all responsibility
and liability, including without limitation, liabilities and responsibilities for the lessor’s obligations under the Leases,
relating to the physical, environmental or legal compliance status of the Property, whether arising before or after the Effective
Date, and liabilities under the Comprehensive Environmental Response, Compensation and Liability Act Of 1980 (42 U.S.C. Sections
9601 et seq.), as amended (“CERCLA”), regarding the condition, valuation, salability or utility
of the Property, or its suitability for any purpose whatsoever (including, but not limited to, with respect to the presence in
the soil, air, structures, Improvements and surface and subsurface waters, of Hazardous Materials or other materials or substances
that have been or may in the future be determined to be toxic, hazardous, undesirable or subject to regulation and that may need
to be specially treated, handled and/or removed from the Property under current or future federal, state and local laws, regulations
or guidelines, and any structural and geologic conditions, subsurface soil and water conditions and solid and hazardous waste and
Hazardous Materials on, under, adjacent to or otherwise affecting the Property). Except as expressly set forth in this Agreement,
including without limitation, Sections 4(g) and 7, and in the closing documents delivered at Closing, Purchaser
further hereby WAIVES (and by Closing this transaction will be deemed to have WAIVED) any and all objections and
complaints (including, but not limited to, federal, state and local statutory and common law based actions, and any private right
of action under any federal, state or local laws, regulations or guidelines to which the Property is or may be subject, including,
but not limited to, CERCLA) concerning the physical characteristics and any existing conditions of the Property, including, without
limitation, the lessor’s obligations under the Leases relating to the physical, environmental or legal compliance status
of the Property, whether arising before or after the Effective Date. Purchaser further hereby assumes the risk of changes in applicable
laws and regulations relating to past, present and future environmental conditions on the Property and the risk that adverse physical
characteristics and conditions, including, without limitation, the presence of Hazardous Materials or other  




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contaminants, may not have been revealed by its investigation. For purposes hereof, “Hazardous
Materials” means any chemicals, materials or substances defined or included in the definition of
“hazardous substances,” “hazardous materials,” “toxic substances,” “solid
wastes,” “pollutants,” “contaminants,” or words of similar import intended to define, list or
classify substances by reason of deleterious properties under CERCLA or any other federal, state, or local law, statute,
ordinance, regulation or other legal requirement, including common law, whether now or hereafter in effect, pertaining to or
imposing standards of conduct regarding health, industrial hygiene, natural resources, or the environmental conditions or the
presence of hazardous materials, substances of wastes at, on, in, under, or about the Land or the Improvements, as now
existing or hereafter amended, any radioactive materials, asbestos, and polychlorinated biphenyls, any other chemical,
material or substance, exposure to which is prohibited, limited or regulated by any governmental authority, or oil, waste
oil, petroleum, waste petroleum, natural gas, natural gas liquids or liquefied natural gas. PURCHASER SHALL RELY SOLELY ON
ITS OWN INVESTIGATIONS OF THE PROPERTY IN DETERMINING WHETHER TO ACQUIRE IT. THE PROVISIONS OF THIS Section
4(f) ARE A MATERIAL PART OF THE CONSIDERATION FOR SELLER’S ENTERING INTO THIS AGREEMENT, AND SHALL SURVIVE
CLOSING.


(g)           
NOTWITHSTANDING ANYTHING CONTAINED IN Section 4(e) OR Section
4(f) TO THE CONTRARY, PURCHASER HAS NOT RELEASED SELLER FROM AND SELLER SHALL REMAIN LIABLE (BUT ONLY TO THE EXTENT EXPRESSLY
PROVIDED IN THIS AGREEMENT) FOR, ANY BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT OR INDEMNITY EXPRESSLY SET FORTH IN THIS
AGREEMENT OR IN ANY CLOSING DOCUMENT WHICH SURVIVES THE CLOSING; AND SELLER ACKNOWLEDGES AND AGREES THAT (I) PURCHASER SHALL HAVE
THE RIGHT TO DEFEND ANY GOVERNMENT OR THIRD PARTY CLAIM BY ALLEGING THAT SELLER, NOT PURCHASER, IS LIABLE FOR SUCH CLAIM (BUT PURCHASER
SHALL HAVE NO RIGHT TO MAKE ANY DEMAND ON OR SEEK ANY CONTRIBUTION FROM SELLER EXCEPT UNDER A RIGHT EXPRESSLY SET FORTH IN THIS
AGREEMENT); AND (II) PURCHASER HAS NOT ASSUMED, AND HAS NO OBLIGATION TO INDEMNIFY SELLER FOR, ANY GOVERNMENT OR THIRD PARTY CLAIM
ASSERTED AFTER THE CLOSING TO THE EXTENT APPLICABLE TO AN ACT OR OMISSION TAKEN OR FAILED TO BE TAKEN PRIOR TO THE CLOSING. THE
PROVISIONS OF THIS Section 4(g) ARE A MATERIAL PART OF THE CONSIDERATION
FOR PURCHASER’S ENTERING INTO THIS AGREEMENT, AND SHALL SURVIVE CLOSING.




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Section 5.            
Closing. Subject to the terms hereof, the closing (the “Closing”) shall be a “mail-away
closing” through customary escrow arrangements mutually acceptable to Seller and Purchaser, held in the offices of Escrow
Agent and shall occur on the Closing Date.


(a)            
Seller Deliveries. At Closing Seller shall deliver to Purchaser, duly executed and sworn as applicable (1)
a limited warranty deed in the form of Exhibit B conveying insurable title to Purchaser subject only to the Permitted Encumbrances
(the “Deed”); (2) counterparts of a Bill of Sale and Assignment for the applicable Personalty (the “Bills
of Sale”) in the form of Exhibit C, if any, (3) counterparts of an Assignment and Assumption of Leases (the
“Assignments of Leases”) in the form of Exhibit D, (4) counterparts of an Assignment and Assumption
of Contracts, Warranties and Guaranties, and Other Intangible Property (the “Assignments of Contracts”)
in the form of Exhibit E, (5) a certificate in the form of Exhibit F and otherwise complying with the requirements
Section 1445 of the Internal Revenue Code of 1986, (6) a standard Owner’s Affidavit sufficient to permit the title company
to remove the standard exceptions from the title policy, including the “gap”, mechanics liens, and parties in possession
other than the tenants shown on the Rent Roll, (7) an updated, certified Rent Roll dated no earlier than three (3) business days
prior to the Closing Date, (8) evidence that the existing management contract related to the Property has been terminated, (9)
authority documents and certified resolutions approving the sale of the Property and authorizing
the necessary parties to execute and deliver any and all closing documents to effectuate the closing of the sale transaction for
and on behalf of the Seller, (10) counterparts of a letter to each tenant under the Leases substantially in the form attached
hereto as Exhibit I informing them of the sale of the Property to Purchaser (the “Tenant
Letter”), (11) usual and customary affidavits and certifications as may be reasonably required by Purchaser,
Purchaser’s counsel and/or the title insurance company, (12) all permits, licenses, and approvals, as-built drawings, plans
and specifications, and guaranties and warranties, (13) all original Leases and lease files, (14) all keys and lock combinations
in Seller’s possession or control to all locks on the Improvements, (15) originals of any continuing Property Agreement,
or, if originals are not in Seller’s possession or control, true and complete copies thereof certified as such by Seller,
(16) all non-proprietary books, records and other documents, databases, computer files and other intangible property in the possession
or control of Seller and material to Purchaser’s ownership or operation of the Improvements, including Tenant correspondence
and credit files, (17) an Assignment and Assumption of Ground Lease with respect to the Pool Amenity Ground Lease,
the form of which is attached hereto as Exhibit K, (18) a date down of Seller’s representations and warranties effective
as of Closing (“Bring Down Letter”), and (19) a statement from Seller’s Broker acknowledging payment
in full of all amounts due to it in connection with the transaction contemplated hereby or evidence (including a closing statement)
that the same shall be paid at Closing.




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(b)           
Purchaser Deliveries. At Closing, subject to satisfaction of any conditions precedent in favor of Purchaser
hereunder, Purchaser shall deliver to Seller, duly executed and sworn as applicable the Purchase Price, subject to a credit for
the Earnest Money and subject to any other applicable adjustments provided herein, counterparts of each of the applicable Bills
of Sale, Assignments of Leases, Assignment and Assumption of Ground Lease, Assignments of Contracts and Tenant Letters, usual and
customary affidavits and certifications as may be reasonably required by Seller, Seller’s counsel and/or the title insurance
company.


(c)            
Closing Costs. At Closing, Seller shall pay one-half of any grantor, transfer or recording tax applicable
to the conveyance of the Property to Purchaser pursuant to the Deed, and shall pay for its own attorney fees and document preparation
expenses and all costs (including recording costs) to pay off and release any Mandatory Removal Liens. Purchaser will pay one-half
of any grantor, transfer or recording tax applicable to the conveyance of the Property to Purchaser pursuant to the Deed, and shall
pay the costs of the recording the deed to Purchaser, any mortgage taxes and recording fees due in connection with its financing
documents, all title insurance premiums for the issuance of the Owner’s Policies, (including the cost of any endorsements
or other modifications to the Owner Policies required by Purchaser and/or its lender(s)), the cost of any updates or modifications
to the Survey, its own attorney fees and document preparation expenses, and all costs associated with its acquisition financing,
if any. Purchaser and Seller shall each pay one-half of any escrow fees and closing costs charged by Escrow Agent.


(d)           
Prorations Generally. Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding
the Closing Date, the following items for the Property (collectively, the “Proration Items”): real estate
and personal property taxes and assessments (subject to the terms of Section 5(f) below), utility bills (except as hereinafter
provided), collected Rents (subject to the terms of Section 5(e) below), and amounts payable under any Property Agreement
which are assigned to Purchaser pursuant to terms of this Agreement (subject to the terms of Section 5(l) below). Seller
will be charged and credited for the amount of all of the Proration Items relating to the period prior to the Closing Date, and
Purchaser will be charged and credited for all of the Proration Items relating to the period from and after the Closing Date. Such
preliminary estimated closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted
to Purchaser for Purchaser’s approval at least 48 hours prior to the Closing Date (the “Closing Statement”).
The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller and utilized for purposes of making the preliminary
proration adjustment at such Closing subject to the final cash settlement provided for below. The preliminary proration shall be
paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser
(if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser
in payment of the allocated Purchase Price due at Closing. If the actual amounts of the Proration Items are not known as of the
Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual
figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between
Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will
not be assigned to Purchaser. If possible, final readings and final billings for utilities will be made as of 11:59 p.m. on the
date immediately preceding the Closing Date, in which




    11 


     


    

 event no proration will be made at Closing
with respect to such utility bills. Seller will be entitled to all deposits presently in effect with the utility providers, and
Purchaser will be obligated to make its own arrangements for deposits with the utility providers. Unless Seller receives a credit
at Closing, Seller shall be entitled to all monies deposited with the City of Frederick in connection with that certain Escrow
Agreement for Plantings and Maintenance regarding the survivability of street trees, which is scheduled to expire on October 1,
2015. All remaining bills and expenses of every nature relating to the Property, including those for labor, materials, utilities,
services, and capital improvements incurred by Seller for the period ending on the day immediately preceding the Closing Date
shall be paid by Seller, except for any such expenses incurred by or at the direction of Purchaser in connection with Purchaser’s
inspection of the Property, all of which expenses incurred by or at the direction of Purchaser shall be paid by Purchaser. Except
as otherwise expressly provided herein or in the documents executed at Closing, all expenses or costs arising or incurred on or
after the Closing Date for the Property shall be paid by Purchaser. The provisions of this Section 5(d), will survive the
Closing Date for one year. “Rents” shall mean and include fixed monthly rentals, retroactive rentals,
temporary rents and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property.


 


(e)            
Proration of Rents. Purchaser will receive a credit on the Closing Statement for the prorated amount (as of
11:59 p.m. of the day immediately preceding the Closing Date) of all Rents for the Property which were previously paid to or collected
by Seller and which are collectible for the month of Closing. Purchaser and Seller hereby agree that amounts collected after Closing
shall be applied upon their receipt in the following order of priority: (1) Rents for the month of Closing, (2) past-due Rents
owed to Purchaser, and (3) past-due Rents owed to Seller. Seller hereby retains the right to collect any sums due Seller from Tenants
under the Leases or the right to pursue any Tenant under the Leases for any sums due such Seller for periods attributable to Seller’s
ownership (other than the month of Closing), provided, however, Seller (i) shall be required to notify Purchaser in writing of
Seller’s intention of commence or pursue any legal proceedings; and (ii) shall not be permitted to commence or pursue any
legal proceedings against any Tenant seeking eviction of such Tenant or the termination of such Tenant’s Lease. Purchaser
may, by written notice to Seller within then (10) days of receipt of Seller’s notice of intent to institute collection remedies
or proceedings, restrict Seller from collecting such delinquent rentals, but only if Purchaser first pays Seller such delinquent
rentals in exchange for Seller’s assignment to Purchaser of all of Seller’s rights and causes of action with respect
thereto. The provisions of this Section 5(e) will survive the Closing Date for one year.




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(f)            
Proration of Taxes. All ad valorem real estate and personal property taxes with respect to the Property for
the current taxable year shall be prorated as of 11:59 p.m. of the day immediately preceding the Closing Date on the basis of the
number of days elapsed in the current taxable year as of such time. All real estate taxes imposed because of a change of use of
the Property prior to Closing shall be the responsibility and obligation of Seller. If the tax or assessments bill for the year
of Closing has not been issued prior to Closing, such taxes or assessments shall be prorated based upon one hundred ten percent
(110%) of the tax or assessment bill issued for the previous year, with known changes, if any; provided, however, that Seller and
Purchaser shall reprorate real estate taxes and assessments based upon the actual amount, if any, when the actual amount becomes
known. If as of the Closing Date the Property is encumbered or otherwise affected by any assessment (whether or not a lien) which
is or may become payable in installments and which is not a recurring assessments levied by the local governing authority or property
owner’s association, then for the purposes of this Agreement, all unpaid installments of such assessments shall be deemed
to have become due and payable prior to the Closing Date and Purchaser shall be entitled to receive a credit against the Purchase
Price in an amount equal to all unpaid installments of such assessments attributable to all periods prior to the Closing Date,
and in such event Purchaser shall take title to the Property subject to the unpaid installments not yet due and payable.


(g)           
Deposits. At Closing, Seller shall credit to the account of Purchaser against the applicable allocated Purchase
Price the amount of the Deposits.


(h)           
Leasing Costs. Except as provided otherwise herein, leasing commissions, tenant improvement expenses and free
rent relating to lease agreements shall be apportioned between the parties as follows:


(i)             
All such expenses relating to Leases executed before the expiration of the Inspection Period (except for renewals after
the expiration of the Inspection Period) shall be the sole obligation of Seller and shall be paid in full by Seller.


(ii)           
Any such expense relating to new Leases or renewals of existing Leases executed on or after the expiration of the Inspection
Period and consistent with the requirements of this Agreement, shall be the sole obligation of Purchaser to the extent the same
are executed in accordance with this Agreement.




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(i)             
Rent-Ready Units. Seller agrees to make Rent-Ready all apartment units at the Property which become vacant
five (5) or more business days prior to the Closing, and to credit Purchaser at Closing in the amount of $500 for each apartment
unit at the Property which is vacant on the Closing Date and which was previously occupied and has been vacant for five (5) or
more business days prior to the Closing Date, and which has not been made Rent-Ready, provided that Purchaser shall notify Seller
at least one (1) day prior to Closing of any units which Purchaser believes are not in Rent-Ready condition. “Rent-Ready”
shall mean all those apartment units that are vacant at the Closing shall be in rentable condition and equipped with appliances
installed, maintenance shall be performed, all walls shall be repainted, and all carpet shall be professionally steam cleaned or
replaced as necessary, and shall be in condition consistent with customary industry standards for similar first class properties
in which institutional apartment owners deliver apartment units to new tenants.


(j)             
Post-Closing Adjustment. Within ninety (90) days after Closing the parties shall conduct a post-closing reconciliation
of those items required to be prorated via electronic mail.


(k)           
Signage/Limited Name License. For six (6) months after Closing (“Sign License Period”),
Purchaser may use the name “The Haven at Market Square” and is hereby granted a limited license to use such. After
the expiration of the Sign License Period, Purchaser will cease the use of the name “The Haven” in all respects and
shall cause the portion of all signage containing the “The Haven” name to be replaced, failing which Seller may remove
such portion of the signage at Purchaser’s expense upon fifteen (15) days prior written notice.


(l)             
Continuing Property Agreements. Prepaid charges, payments and accrued charges actually received by Seller
under any Continuing Contracts shall be prorated at Closing in a manner reasonably acceptable to Seller and Purchaser.


(m)         
Pool Amenity Ground Lease. Seller is the “Tenant” under that certain Deed of Lease by and between
Seller and Market Square at Frederick Community Association, Inc. as “Landlord” for certain real property upon which
Seller has constructed and which Seller operates and maintains a swimming pool, cabana and associated facilities for the benefit
of Seller’s Tenants and certain other residents of the wider Market Square community (the “Pool Amenity Ground
Lease”). At Closing, Seller shall assign and Purchaser shall assume, as set forth in Article VI of the Pool Amenity
Ground Lease, all of Seller’s right, title, obligation and interest in and to the Pool Amenity Ground Lease.


(n)           
Survival. All of the provisions of this Section 5 shall survive Closing and the execution and delivery
of the Deed.




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Section 6.            
Representations, Warranties, and Covenants.


(a)            
Seller. Seller represents and warrants to, and covenants with, Purchaser that:


(i)             
Seller is duly organized, validly existing and in good standing under the laws of the State of South Carolina and is qualified
to transact business in Maryland. Seller will keep in full force and effect through the Closing Date its legal existence and all
licenses and franchises necessary for the conduct of its business in the State of South Carolina and the State of Maryland. Seller
has full right, power, and authority to execute and deliver this Agreement and to consummate the purchase and sale transactions
provided for herein without obtaining any further consents or approvals from, or the taking of any other actions with respect to,
any third parties. This Agreement, when executed and delivered by Seller and Purchaser, will constitute the valid and binding agreement
of Seller, enforceable against Seller in accordance with its terms.


(ii)           
To Seller’s knowledge, there are no actions, suits, claims, assessments, or proceedings pending or threatened which
affect title to the Property.


(iii)         
Except as may be reflected on the Closing Statement with respect to Proration Items, all bills and other payments due and
payable before the Closing Date with respect to the ownership, operation, and maintenance of the Property have been paid or will
be paid prior to the Closing Date in the ordinary course of business.


(iv)         
From the date hereof until the Closing Date, Seller shall: maintain and operate the Property in substantially the same manner
as Seller has heretofore done; continue to perform its obligations under all Leases and Property Agreements and neither cancel,
amend, nor renew any of the same other than in the ordinary course of Seller’s business at, unless otherwise agreed by Purchaser
and Seller, rental levels the same or greater than the current rent schedule in effect as of the Effective Date with no rental
concessions that survive Closing and with lease terms of no less than nine (9) months and no greater than eighteen (18) months
(including any renewal options); not commit or permit to be committed any physical waste; not, without the prior written consent
of Purchaser (which consent shall not be unreasonably withheld or delayed by Purchaser and which consent shall be deemed given
by Purchaser if, within five days after Seller’s approval request, Seller does not receive written notice from Purchaser
disapproving such agreement, instrument or action with reasonable specificity as to the reason for such disapproval), enter into
any agreement or instrument or take any other action that would encumber the Property after the Closing, that would bind Purchaser
or the Property after Closing, or that would be outside the normal scope of maintaining and operating the Property (other than
Tenant leases executed in the ordinary course of business which shall not require Purchaser’s consent provided such Tenant
leases do not contain rental concessions that survive Closing, or, if they do, Seller shall reimburse Purchaser or credit Purchaser
at Closing for all upfront concessions due Purchaser for leases signed before Closing and applicable to periods after Closing,
and have lease terms of no less than nine




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(9) months and no
greater than eighteen (18) months (including any renewal options)); not remove any item of the Personalty from the Land or Improvements
unless it is replaced with an item of at least equal value that is properly suited for its intended purpose; maintain all insurance
policies or insurance contracts in full force and effect as they exist on the date hereof; and comply with all laws, ordinances,
orders, regulations and requirements applicable to the Property.


(v)           
The rent roll attached hereto as Exhibit J (“Rent Roll”), is true and correct in all material respects
and to Seller’s knowledge, each Lease is valid and subsisting, in full force and effect and has not been amended, modified
or supplemented in any material respect. To Seller’s knowledge, Seller has performed all
of its material obligations under the Leases. To Seller’s knowledge, Seller has provided Purchaser with copies of
all standard form leases and all Leases in effect with respect to the Property are on the standard lease form delivered to Purchaser,
subject to non-material changes made in the ordinary course of business.


(vi)         
Neither Seller nor any of its affiliates, nor any of their respective partners, members, shareholders or other equity owners,
and none of their respective employees, officers, directors, representatives or agents is, nor will they become, a person or entity
with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control
(“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated
and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property
and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and
is not and will not engage in any dealings or transactions or be otherwise associated with such persons or entities.


(vii)       
Seller has not received any written notice from any governmental authority stating that there are any pending or contemplated
condemnation proceedings or special assessments affecting the Property or any part thereof which has not been provided to Seller.


(viii)     
Exhibit H when attached hereto contains a true and complete list of the Property Agreements. Except as otherwise
disclosed to Purchaser, to Seller’s knowledge, Seller has performed all of its material
obligations under the Property Agreements and neither Seller nor the other party to any
of the Property Agreements is in default thereunder.


(ix)         
Seller has not received any written notice of any violation of applicable law or pending or threatened action or proceeding
pending, and to Seller’s knowledge, no such action or proceeding is threatened against or relating to the Property which
would have a material adverse effect on the Property or Seller’s ability to consummate the transactions contemplated herein.




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(x)           
The Property is not a “plan asset” as defined in ERISA and the sale of the Property by Seller is not a “prohibited
transaction” under ERISA. No collective bargaining agreements between Seller and any labor organization apply to the operation
and/or management of the Property and, to Seller’s knowledge, no organizational efforts are being made with regard to the
Property. No pension, retirement, profit-sharing or similar plan or fund, ERISA-qualified or otherwise, has been established by
or on behalf of Seller with respect to the operation and/or management of the Property and Seller has no liabilities for pension
or retirement payments with respect to the operation and/or management of the Property.


(xi)         
Seller has received no written notice of any proceeding or inquiry pending before or by any governmental authority with
respect to the presence of any hazardous materials on the Property or their migration from or to other property. As used herein,
the term “hazardous material” shall mean any hazardous, toxic, radioactive or dangerous waste, substance or material
defined as such in or for the purposes of CERCLA, The Resource Conservation Recovery Act (“RCRA”), the Superfund Amendment
Reauthorization Act (“SARA”), any so-called superfund or superlien law or any other federal, state or local statute
law, ordinance, code, rule, regulation, order, decree, regulating, relating to or imposing liability or standards of conduct concerning
any hazardous, toxic or dangerous waste, substance or material, as now or any time hereafter in effect, and any petroleum product.


(xii)       
The Personalty listed on Exhibit G constitutes substantially all of the material personal property owned by Seller
and used in connection with the ownership and operation of the Property. To Seller’s knowledge, all of the Personalty is
in working order.


(xiii)     
No Bankruptcy, insolvency, rearrangement or similar action involving Seller, whether voluntary or involuntary, is pending
or threatened, and Seller has never:


(i)filed
a voluntary petition in bankruptcy;


(ii)been
adjudicated a bankrupt or insolvent or filed a petition or action seeking any reorganization, arrangement, recapitalization, readjustment,
liquidation, dissolution or similar relief under any Federal bankruptcy act or any other laws;


(iii)sought
or acquiesced in the appointment of any trustee, receiver or liquidator of all or any substantial part of its properties, the Land
and Improvements, personal property or any portion thereof, or


(iv)made
an assignment for the benefit of creditors or admitted in writing its inability to pay its debts generally as the same become due.




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When used herein,
the phrase “to Seller’s knowledge” or derivations thereof shall mean the current actual knowledge of Ben Graves,
President of Apartment Division, Tyler Cooper, CFO of Apartment Division, and Jenny Adamson, General Counsel of Johnson Development
Associates, Inc., without any obligation to make investigation or inquiry regarding the Property, and without obligation to make
any investigation of the files, documents or studies in the possession of other persons, and shall not include any knowledge which
may be imputed to Seller or of any other person. Purchaser acknowledges that the individuals named above are named solely for the
purpose of defining and narrowing the scope of Seller’s knowledge and not for the purpose of imposing any liability on or
creating any duties running from such individual to Purchaser. Seller hereby represents and warrants that the aforementioned constitute
those persons in Seller’s business organization who possess the most knowledge regarding the subject matter of the representations
and warranties set forth hereinabove. Purchaser covenants that it will bring no action of any kind against such individual related
to or arising out of these representations and warranties or this Agreement. The provisions of this paragraph shall survive any
Closing or earlier termination of this Agreement.


(b)           
Purchaser. Purchaser represents and warrants to, and covenants with, Seller that:


(i)             
Purchaser is duly organized, validly existing and in good standing under the laws of the State of Illinois, and as of the
Closing and, if required, shall be qualified to transact business in the State of Maryland. Purchaser has full right, power, and
authority to execute and deliver this Agreement and to consummate the purchase and sale transactions provided for herein without
obtaining any further consents or approvals from, or the taking of any other actions with respect to, any third parties (other
than for such consent of the Board of Directors of Purchaser’s general partner to be obtained prior to expiration of the
Inspection Period). This Agreement, when executed and delivered by Seller and Purchaser, will constitute the valid and binding
agreement of Purchaser, enforceable against Purchaser in accordance with its terms.


(ii)           
There are no actions, suits, claims, assessments, or proceedings pending or, to Purchaser’s knowledge, threatened
that could reasonably be expected to materially and adversely affect Purchaser’s ability to perform hereunder.




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(iii)         
Neither Purchaser nor any of its affiliates, nor any of their respective partners, members, shareholders or other equity
owners, and none of their respective employees, officers, directors, representatives or agents is, nor will they become, a person
or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset
Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated
Nationals and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking
Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental
action, and none of them are engaged or will become engaged in any dealings or transactions or be otherwise associated with such
persons or entities. Notwithstanding anything contained in the foregoing to the contrary, Purchaser shall have no duty to investigate
or confirm that any shareholders of Purchaser’s general partner are in compliance with the provisions of this Section
6(b), and any violation by any such shareholders shall not be a default by Purchaser hereunder.


(c)            
Survival. The representations and warranties set forth in Section 6(a) and Section 6(b) are
deemed made on the Effective Date and remade at the Closing and shall not be deemed to be merged into or waived by the instruments
of any Closing, but shall survive the Closing Date on which they are deemed remade for a period of nine (9) months (the “Survival
Period”). No broker, agent, Tenant, property manager, or party other than Seller is authorized to make any representation
or warranty for or on behalf of Seller. Each party shall have the right to bring an action against the other on the breach of a
representation or warranty hereunder, but only on the following conditions: the party bringing the action for breach first obtains
actual knowledge of the breach after the Closing at which the representation or warranty was remade, notifies the other party in
writing of such breach prior to the expiration of the Survival Period, and files such action within six months and one day following
the Survival Period and Purchaser and Seller agree to maintain their entity existence during such period. Neither party shall have
any liability after Closing for the breach of a representation or warranty hereunder of which the other party hereto had actual
knowledge as of Closing. Furthermore, Purchaser agrees that the maximum cumulative liability of Seller for the alleged breach of
any or all representations or warranties set forth in this Agreement is limited as set forth in Section 10. The provisions
of this Section 6(c) shall survive Closing. The remedies for any breach of a representation or warranty that occurs prior
to the Closing at which it would be deemed remade shall be governed by Section 7.




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Section 7.            
Remedies.


(a)If Seller
is in default or breaches the terms or provisions of this Agreement, then Purchaser shall give Seller written notice specifying
the nature of the default. Seller shall have five (5) business days after receipt of Purchaser’s notice of default within
which to cure the specified default. If Seller does not cure such default within said five (5) business day period, or if such
default is not waived in writing by Purchaser, then Purchaser, at its option, may (a) within ninety (90) days of Seller’s
default file suit against Seller seeking to enforce specific performance of this Agreement, as its sole and exclusive remedy and
relief, (b) terminate this Agreement and receive a full refund of the Earnest Money and be paid by Seller Purchaser’s actual
and verifiable out-of-pocket costs relating directly to this transaction in an amount not to exceed $25,000 (the “Due
Diligence Costs”), or (c) waive such default by Seller and close the purchase, notwithstanding such default by Seller.
Provided, if specific performance is not available as a result of Seller’s actions, Purchaser shall have all remedies at
law or in equity. In no event shall Seller be liable to Purchaser for any actual, punitive, speculative, consequential or other
damages.


(b)If Purchaser
is in default or breaches the terms of provisions of this Agreement with respect to any of its non-monetary obligations hereunder,
then Seller shall give Purchaser written notice specifying the nature of the non-monetary default. Purchaser shall have five (5)
business days after receipt of Seller’s notice of default within which to cure the specified non-monetary default. If Purchaser
is in default or breaches the terms or provisions of this Agreement as to any of its monetary obligations hereunder or fails to
cure any non-monetary defaults within the applicable cure period, then Seller shall be entitled to retain the Earnest Money as
liquidated damages (and not as a penalty) as Seller’s sole remedy and relief, and the Escrow Agent shall promptly deliver
the Earnest Money to Seller, and neither Party shall have any further obligations hereunder. Seller and Purchaser have made these
provisions for liquidated damages as it would be difficult to calculate on the date hereof, the amount of actual damages for such
breach and agree that these sums represent reasonable compensation to Seller for such breach.




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Section 8.            
Destruction, Damage, or Taking Before Closing. If, before the Closing Date, all or any part of the Property
is destroyed or damaged, or becomes subject to an actual condemnation or eminent domain proceedings, then Seller shall promptly
notify Purchaser thereof (a “Seller’s Notice”). If the damage or taking is material (as defined
below), Purchaser may elect to terminate this Agreement by delivering a written notice thereof to Seller within five (5) business
days after Purchaser’s receipt of a Seller’s Notice, time being of the essence. If the damage or taking is not material,
or if, in the case that the damage or taking is material, either Purchaser elects in writing to proceed with such Closing or Seller
does not receive written notice from Purchaser of Purchaser’s termination of this Agreement within five (5) business days
after Seller’s delivery of a Seller’s Notice, then the parties shall proceed with such Closing without any reduction
in the allocated Purchase Price provided, however, that in such event, Purchaser shall be entitled to all insurance proceeds which
Seller may actually collect (subject to Seller’s recoupment of certain costs as provided below) along with a credit for the
amount of any deductible or all condemnation awards payable to Seller as a result of such damage or taking (as the case may be),
and, to the extent the same may be necessary or appropriate, Seller shall either assign to Purchaser at such Closing Seller’s
rights to any such condemnation or eminent domain awards or file a claim for the applicable damages under any available insurance
policies, use good faith, commercially reasonable efforts to negotiate and settle such claim in substantially the same manner that
Seller would typically have proceeded for its own account, and promptly pay over to Purchaser any insurance proceeds that Seller
actually collects in respect thereof after first recouping its reasonable out-of-pocket expenses related thereto and, if requested
by Purchaser, assign to Purchaser all of Seller’s right, title and interest in and to any such claim. In any event, Purchaser
acknowledges and agrees that Seller shall not be required to file, maintain or participate in any suit, proceeding or action against
any of its insurers, nor shall Seller be required to provide access to, or a copy of, any portion of its casualty or other insurance
policies (Seller agrees to provide “ACCORD” or similarly appropriate insurance certificates regarding the applicable
policies, however). For the purposes of this Section 8, damage or a taking shall not be considered to be “material”
if the value of the portion of the Property damaged or taken does not exceed $250,000, or, in the case of a taking, if the portion
of the Property taken is he value of which is greater than $250,000 or affects any area resulting in loss of parking spaces or
of any portion of any building or other land that causes the Property to be considered a non-conforming use or a similar designation
under applicable law as determined by an appropriate official from the applicable jurisdiction. Notwithstanding any termination
by Purchaser under this Section 8, Seller may elect (but shall not be obligated) to postpone the Closing for a reasonable
period not to exceed 10 days in order to attempt to repair any such damage, in which event: (x) if Seller fails to deliver the
Property in the condition required by this Agreement on or before such postponed Closing Date, Purchaser’s termination shall
be effective as of such postponed Closing Date; and (y) if Seller accomplishes such repairs and restores the Property to the condition
required by this Agreement on or before such postponed Closing Date, the parties shall proceed to the Closing as though the damage
had not occurred.




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Section 9.            
Notices. All notices must be in writing and given at the applicable party’s addresses stated on the
first page of this Agreement. All notices provided or permitted to be given under this Agreement may be served by depositing same
in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt
requested; by delivering the same in person to such party by a nationally-recognized, overnight delivery service (e.g., Federal
Express); or by facsimile copy transmission or email during normal business hours. Notice given in accordance herewith shall be
effective upon delivery to the address or facsimile device of the addressee. Notices given by counsel to the Purchaser shall be
deemed given by Purchaser and notices given by counsel to the Seller shall be deemed given by Seller. Any party may change its
notice address by delivering a notice of such change to the other party in accordance with this Section 9.


Section 10.         
Limitation of Liability. Notwithstanding any other provision of this Agreement, all liability of Seller to
Purchaser Parties under or with respect to any agreement contemplated by this Agreement (other than the Deed), or any rights which
any Purchaser Party might otherwise have at law, equity, or by statute, whether based on contract or some other theory, will be
limited to One Million Dollars ($1,000,000) in the aggregate. Without limiting the generality of the foregoing, no general or limited
partner, member, manager, stockholder or officer, employee, agent or affiliate of Seller or any successor of Seller will in any
manner be personally or individually liable for the obligations of Seller hereunder or for any claims related to this Agreement,
any agreement contemplated by this Agreement, or the Property. Each party acknowledges that such party’s obligations with
respect to any covenant, indemnity, representation or warranty under this Agreement which expressly survives the Closing shall
be considered a “liability” for purposes of any distribution limitation imposed under the organizational laws applicable
to such party, its members and/or their respective partners, members and shareholders. Johnson Apartment Fund, LLC, the majority
member of Seller, joins in the execution of this Agreement for the limited purpose of acknowledging and accepting responsibility
for post-closing liability of the Seller. No general or limited partner, member, manager, stockholder or officer, employee, agent
or affiliate of Purchaser or any successor of Purchaser will in any manner be personally or individually liable for the obligations
of Purchaser hereunder or for any claims related to this Agreement, any agreement contemplated by this Agreement, or the Property.
For purposes of this Section 10, the term “Purchaser Parties” shall mean Purchaser and its agents,
employees, contractors, officers, members, partners, directors, managers, investors, parent entities, subsidiaries and stockholders,
and their respective affiliates; and the term “Purchaser Party” shall refer to any of them. The provisions
of this Section 10 shall survive any Closing or the earlier termination of this Agreement.


Section 11.         
Miscellaneous.


(a)            
Entireties. This Agreement contains the entire agreement of the parties pertaining to the Property.


(b)           
Modifications. This Agreement may only be modified by a written document signed by all parties.




    22 


     


    

 


(c)            
Commissions. Pursuant to a separate agreement (and subject to the terms and conditions thereof), Seller has
agreed to pay a sales commission to CBRE upon, and only upon, the complete consummation of the Closing and the receipt by Seller
of the Purchase Price. Except as set forth in the preceding sentence, Seller shall defend, indemnify, and hold harmless Purchaser,
and Purchaser shall defend, indemnify, and hold harmless Seller, from and against all claims by third parties for brokerage, commission,
finder’s, or other fees relative to this Agreement or the sale of the Property and alleged to be due by, through or under
the indemnifying party, and all court costs, attorneys’ fees, and other costs or expenses actually incurred and arising therefrom.


(d)           
Non-Business Day. If the final date of any period provided herein for the performance of an obligation or
for the taking of any other action falls on a Saturday, a Sunday, or a day on which a majority of the U.S. Federal Reserve Banks
are closed for normal business operations, then the end of such period shall be extended to 5:00 p.m. Eastern time on the next
day that is not a Saturday, a Sunday or such a Federal Reserve Bank holiday.


(e)            
Permitted Assignment. Purchaser may assign its rights under this Agreement to any affiliated entity which
directly or indirectly controls, is controlled by or is under common control with Purchaser without the consent of Seller, on the
condition that the assignee expressly assumes all of the obligations of Purchaser hereunder in a written agreement, which agreement
will also set forth the assignee’s U.S. taxpayer identification number, and such written agreement is delivered to Seller
prior to the Closing Date. No such assignment or assumption shall relieve Purchaser or any assignee previously approved by Seller
from its obligations hereunder.


(f)            
No Third-Party Beneficiaries. This Agreement is not intended, and shall not be interpreted or construed, to
give rise to any third-party beneficiary or create any right, claim, defense, cause of action or contractual relationship, of any
kind between any persons or entities other than Seller and Purchaser


(g)           
Attorneys’ Fees. In the event of litigation between the parties in connection with this Agreement, the
prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing party. The
obligation in the immediately preceding sentence shall survive any termination of this Agreement or the Closing.


(h)           
Governing Law; Jurisdiction. This Agreement shall be governed and construed in accordance with the laws of
the State of Maryland. Purchaser and Seller irrevocably submit to the jurisdiction of any state or federal court sitting in Frederick
County, Maryland over any action or proceeding arising out of or relating to this Agreement, and agree that all claims in respect
of any such action or proceeding may be heard and determined in any such court. Purchaser and Seller irrevocably consent to the
service of the summons and complaint and any other process in any action or proceeding brought by any party relating to the transactions
contemplated by this Agreement by the hand delivery or mailing of copies of such process to the parties in the manner specified
for delivering notices as set forth in this Agreement.




    23 


     


    

 


(i)             
Multiple Counterparts. To facilitate execution, this Agreement may be executed in as many counterparts as
may be convenient or required. It shall not be necessary that the signature of each party, or that the signature of all persons
required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single instrument.


(j)             
Escrow Agent. Escrow Agent agrees to hold, keep and deliver the Earnest Money and all other sums delivered
to Escrow Agent in accordance with the terms and provisions of this Agreement. Escrow Agent shall be liable only to hold said sums
and deliver the same to the parties named herein in accordance with the provisions of this Agreement, it being expressly understood
that by acceptance of this Agreement, Escrow Agent is acting in the capacity as a depository only and shall not be liable or responsible
to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance
of Escrow Agent. In the event of any disagreement between Purchaser and Seller resulting in any adverse claims and demands being
made in connection with or for the monies involved herein or affected hereby, Escrow Agent shall be entitled to refuse to comply
with any such claims or demands so long as such disagreement may continue; and in so refusing Escrow Agent shall make no delivery
or other disposition of any of the monies then held by it under the terms of this Agreement, and in so doing Escrow Agent shall
not become liable to anyone for such refusal; and Escrow Agent shall be entitled to continue to refrain from acting until (a) the
rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the monies involved
herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Purchaser, and
Escrow Agent shall have a period not exceeding three (3) business days after receipt by Escrow Agent of any notice or request
to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreement. Further, Escrow
Agent shall have the right at all times to pay all sums held by it (x) to the appropriate party under the terms hereof, provided
no dispute exists between the parties hereto, or (y) into any court of competent jurisdiction after a dispute between or among
the parties has arisen, whereupon Escrow Agent’s obligations hereunder shall terminate. Seller and Purchaser jointly and
severally agree to indemnify and hold harmless Escrow Agent from any and all costs, damages and expenses, including reasonable
attorney’s fees, that Escrow Agent may incur in its compliance of and in good faith with the terms of this Agreement; provided,
however, that this indemnity shall not extend to any acts of gross negligence or willful malfeasance on the part of the Escrow
Agent.


(k)           
IRS Real Estate Sales Reporting. Purchaser and Seller hereby agree that the Escrow Agent shall act as “the
person responsible for closing” the transaction which is the subject of this Agreement pursuant to Section 6045(e) of the
Code and shall prepare and file all informational returns, including IRS Form 1099 S, and shall otherwise comply with the provisions
of Section 6045(e) of the Code.




    24 


     


    

 


(l)             
Confidentiality. Neither Purchaser, Seller nor their respective agents shall issue any press releases nor
make any public statement, public announcement, or public disclosures of any kind concerning the subject matter hereof, structure
of the transactions or the status of negotiations conducted hereunder except as may be jointly agreed to by Seller and Purchaser
or as either of them may consider necessary in order to satisfy the requirements of applicable law.


(m)         
Exclusivity. In consideration of the significant time and expense to be devoted by Purchaser to its potential
acquisition of the Property, Seller agrees that, during the term of this Agreement, it will negotiate exclusively with Purchaser
concerning a potential sale of the Property, it will not market the Property for sale or allow other potential purchasers to inspect
or tour the Property, and it has not and will not enter into any agreement to sell the Property to any party other than Purchaser.
Notwithstanding anything to the contrary in this Agreement, and in addition to the other rights and remedies of Purchaser set forth
in this Agreement, if Seller breaches its obligations under this Section, Purchaser shall have the right to damages and, at Purchaser’s
election, injunctive or other equitable relief.


Section 12.         
Time is of the Essence. Time is of the essence with respect to the performance of each action or obligation
permitted or required under this Agreement.


Section
13. Escrow Provisions Escrow Agent shall hold the Earnest Money in accordance with the terms and provisions of this
Agreement, subject to the following:


(a)            
Obligations. Escrow Agent undertakes to perform only such duties as are expressly set
forth in this Agreement and no implied duties or obligations shall be read into this Agreement against Escrow Agent. The terms
of Schedule 1 shall govern Escrow Agent’s obligations with respect to the Earnest Money. 


(b)           
Reliance. Subject to the terms of Schedule 1 hereof, Escrow Agent may act in reliance upon any writing or instrument
or signature that it, in good faith, believes, and any statement or assertion contained in such writing or instrument, and may
assume that any person purporting to give any writing, notice, advice or instrument in connection with the provisions of this Agreement
has been duly authorized to do so. Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form,
manner and execution, or validity of any instrument deposited in escrow, nor as to the identity, authority, or right of any person
executing the same, and Escrow Agent's duties under this Agreement shall be limited to those provided in this Agreement.




    25 


     


    

 


(c)            
Indemnification. Unless Escrow Agent discharges any of its duties under this Agreement in a negligent manner or is
guilty of willful misconduct with regard to its duties under this Agreement, Seller and Purchaser shall indemnify Escrow Agent
and hold it harmless from any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or other
expenses, fees, or charges of any character or nature, which it may incur or with which it may be threatened by reason of its acting
as Escrow Agent under this Agreement; and in such connection Seller and Purchaser shall indemnify Escrow Agent against any and
all expenses including reasonable attorneys' fees and the cost of defending any action, suit or proceeding or resisting any claim
in such capacity.


(d)           
Disputes. If the parties (including Escrow Agent) shall be in disagreement about the interpretation of this Agreement,
or about their respective rights and obligations, or the propriety of any action contemplated by Escrow Agent, or the application
of the Earnest Money, Escrow Agent may hold the Earnest Money until the receipt of written instructions from both Purchaser and
Seller or a final order of a court of competent jurisdiction. In addition, in any such event, Escrow Agent may, but shall not be
required to, file an action in interpleader to resolve the disagreement. Escrow Agent shall be indemnified for all costs and reasonable
attorneys' fees in its capacity as Escrow Agent in connection with any such interpleader action and shall be fully protected in
suspending all or part of its activities under this Agreement until a final judgment in the interpleader action is received.


(e)            
Counsel. Escrow Agent may consult with counsel of its own choice and have full and complete authorization and protection
in accordance with the opinion of such counsel. Escrow Agent shall otherwise not be liable for any mistakes of fact or errors of
judgment, or for any acts or omissions of any kind, unless caused by its negligence or willful misconduct.


(f)            
Interest. All deposits into the escrow shall be held by the Escrow Agent in an interest bearing account selected
by or approved by Purchaser. All interest earned on the Earnest Money shall be deemed to be part of the Earnest Money and shall
accrue to the benefit of Purchaser except to the extent the Earnest Money becomes payable to Seller pursuant to the terms of this
Agreement. In such event the interest earned on the Earnest Money shall accrue to the benefit of the Seller.


[THE
REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]




    26 


     


    

IN WITNESS WHEREOF,
Purchaser and Seller have executed this Agreement as of the Effective Date.


 


SELLER:


 


The Haven at Market Square, LLC 


a South Carolina limited liability company


 


	 	By:	Johnson Development Associates, Inc.	 
	 	Its:	Manager	 
	 	 	 	 
	 	By:	/s/ Jason C. Lynch	 
	 	Name:	Jason C. Lynch	 
	 	Title:	Vice President	 


 


 


PURCHASER:


 


Inland Real
Estate Acquisitions, Inc., an Illinois


Corporation


 


	 	By:	/s/ G. Joseph Cosenza	 
	 	Name	G. Joseph Cosenza	 
	 	Title:	President	 


 


 


Joining in the
execution of this Agreement in its capacity as majority member of Seller for the


limited purpose
of acknowledging and accepting responsibility for post-closing liability of the


Seller as set
forth in Section l0:


 


Johnson Apartment
Fund, LLC


 


	 	By:	Johnson Development Associates, Inc.	 
	 	Its:	Manager	 
	 	 	 	 
	 	By:	/s/ Jason C. Lynch	 
	 	Name:	Jason C. Lynch	 
	 	Title:	Vice President	 


 


 




    27 


     


    

 


RECEIPT BY THE ESCROW AGENT


This Agreement, fully executed by both
Seller and Purchaser, has been received by the Escrow Agent this ____ day of ___________, 2015 and by execution hereof, Escrow
Agent hereby covenants and agrees to be bound by the terms of this Agreement that are applicable to it, including Section 13
and Schedule 1 attached hereto.


ESCROW AGENT


 


Chicago Title Insurance
Company


 


	By:	 	 	 
	 	Name:	 	 
	 	Title:	 	 


28




    	 



    	 



    

 


Schedule 1


 


 


Earnest Money Escrow Provisions


 


 


(a)Escrow Agent shall hold the Deposit
in a segregated, interest bearing account approved by Purchaser. If the Closing occurs, the Earnest Money shall be credited against
the Purchase Price. The Earnest Money shall be held and disbursed by Escrow Agent in the following manner:


 


(i) to Seller at the upon consummation
of the Closing; or


 


(ii)to Seller upon receipt of written
demand therefor, stating that Purchaser has defaulted in the performance of Purchaser's obligations under this Agreement and the
facts and circumstances underlying such default; provided, however, that Escrow Agent shall not honor such demand until at least
ten (10) Business Days after it has sent a copy of such demand to Purchaser, nor thereafter if Escrow Agent shall have received
written notice of objection from Purchaser in accordance with paragraph (b) below; or


 


(iii)to Purchaser upon receipt
of written demand therefor, stating that either (x) this Agreement has been terminated pursuant to a provision hereof, or (y) Seller
has defaulted in performance of Seller's obligations under this Agreement and the facts and circumstances underlying such default
or that Purchaser is otherwise entitled to the Earnest Money under the provisions of this Agreement; provided, however, that except
for a termination pursuant to Section 4, Escrow Agent shall not honor such demand until at least ten (10) Business Days
after it has sent a copy of such demand to Seller, nor thereafter if Escrow Agent shall have received written notice of objection
from Seller in accordance with paragraph (b) below. Notwithstanding anything to the contrary herein, if at any time before the
expiration of the Study Period Purchaser provides Escrow Agent with written demand for the return of the Earnest Money, Escrow
Agent shall immediately return the Earnest Money to Purchaser.


 


(b)Upon receipt of written demand for
the Earnest Money by Purchaser or Seller pursuant to clause (a)(ii) or (a)(iii) above, Escrow Agent shall promptly send a copy
thereof to the other party. Except for a termination under Section 4 (as to which Seller shall have no right to object),
the other party shall have the right to object to the delivery of the Earnest Money by sending
written notice of such objection to Escrow Agent within ten (10) Business Days after
Escrow Agent sends a copy of the written demand to the objecting party. Upon receipt
of such notice, Escrow Agent shall promptly send a copy thereof to the party who made the written demand.


 


(c)Except
for the return of the Earnest Money to Purchaser as provided in the last sentence of Section (a)(iii) above, in the event of any
dispute between the parties, Escrow Agent shall disregard all instructions received and may hold the Earnest Money until the dispute
is mutually resolved and Escrow Agent is advised of this fact in writing by both Seller and Purchaser, or Escrow Agent is otherwise
instructed by a final judgment of a court of competent jurisdiction.


 


29




    	 



    	 



    

 


 


(d)In
the event Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive conflicting instructions, claims
or demands from the parties hereto, or instructions which conflict with any of the provisions of this Agreement, Escrow Agent shall
be entitled to refrain from taking any action other than to keep safely the Earnest Money until Escrow Agent shall be instructed
otherwise in writing signed by both Seller and Purchaser, or by final judgment of
a court of competent jurisdiction.


 


(e)Escrow
Agent may rely upon, and shall be protected in acting or refraining from acting upon, any written notice, instruction or request
furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties,
provided that any modification of this Schedule 1 shall be signed by Escrow Agent, Purchaser and Seller.


 


(f)Seller
and Purchaser shall jointly and severally hold Escrow Agent harmless against any loss, damage, liability or expense incurred by
Escrow Agent not caused by its willful misconduct, gross negligence or breach of these escrow provisions, arising out of or in
connection with its entering into this Agreement and the carrying out of its duties
hereunder, including the reasonable costs and expenses of defending itself against any claim of liability or participating in any
legal proceeding.


 


30 







    	 



    	 



    

Exhibit
A


Property Description


All those certain lots or parcels of
ground situate in the Second Election District of Frederick County, Maryland and described as follows:


BEING KNOWN AND DESIGNATED as Lot MF-1
and Lot MF-2, as shown on the plat entitled “MARKET SQUARE AT FREDERICK – Lots MF-1 and MF-2 and Neighborhood Pool
and Community Amenity Lot”, which plat is recorded among the Land Records of Frederick County, Maryland in Plat Book No.
92, Page 46, et seq.


BEING the land conveyed to The Haven
at Market Square, LLC by Market Square at Frederick, L.L.C. by Deed dated February 27, 2013 and recorded among the Land Records
of Frederick County Maryland in Book 09410 at Page 0475.


 


 


A-1




    	 



    	 



    

Exhibit
B


SPECIAL WARRANTY DEED


	THE STATE OF	 	 	KNOW ALL MEN BY THESE
	COUNTY OF	 	 	PRESENTS:


 


 


 


                        ,
a                  (“Grantor”),
for and in consideration 
of the sum
of $               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                    
 a                ("Grantee") the tract
or parcel of land in                   
County,                    described
in Exhibit A, together with all of Grantor's interest, if any, in and
to any and all buildings and improvements
thereupon, and the rights, waters, privileges, appurtenances, and advantages to the same belonging or in anywise appertaining,
including, without limitation, any right, title or interest in and to any and all adjacent strips, gores, streets, alleys and rights
of way (such land and interests are hereinafter collectively referred to 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 and incorporated herein by this
reference, to the extent the same validly
exist and are applicable to
the Property (collectively, the "Permitted
Encumbrances").


 


TO
HAVE AND TO
HOLD the said
described Property unto
and to the
use of the
Grantee, its successors and
assigns, in fee simple.


 


AND
GRANTOR covenants to
warrant specially the
Property hereby granted,
and to execute such further
assurances of said
property as may
be requisite.


 


WHENEVER
USED, the singular
number shall include the
plural, the plural
the singular, and the
use of any
gender shall be
applicable to all
genders.


 


WITNESS
the hand and seal
of Grantor.


 


Grantee's
address is:                                                 .


 


[Signature
page follows.]


 


B-1




    	 



    	 



    

 


EXECUTED
as of                  ,
20     .


 


	WITNESSES:	 	SELLER:
	 	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


 


STATE
OF SOUTH CAROLINA COUNTY
OF SPARTANBURG


I,
the undersigned notary
public, do hereby
certify that                                       ,
as the                       
of                                                ,
being duly authorized,
personally appeared before
me this day and acknowledged
the due execution of the foregoing instrument
on behalf of said Company.


 


SWORN
TO this          day of
                          ,
2015.


 


                                         
(SEAL)


Notary
Public for South
Carolina


My
commission Expires:


 


B-2




    	 



    	 



    

Exhibit
C


BILL OF SALE AND ASSIGNMENT


                                                               
(“Grantor”), for good and valuable consideration paid by                                         ,
a                     (“Grantee”),
the receipt and sufficiency of which are hereby acknowledged, has BARGAINED, SOLD and DELIVERED and by these presents does BARGAIN,
SELL and DELIVER unto Grantee all furniture, equipment, appliances, machinery, signage and other types and items of tangible personal
property and fixtures of any kind owned by Grantor and attached to or used in connection with the ownership, maintenance, use,
leasing, service, or operation of the real propertybligeiond on Exhibit B or the improvements located thereon (the “Property”)
including without limitation the tangible personal property listed on Exhibit A. Grantor does hereby fully warrant
title to the same and will defend the same against the lawful claims of all persons claiming by, through or under the Grantor,
but against none other.


This Bill of Sale
and Assignment is made and accepted expressly subject to the matters set forth in Exhibit C, to the extent the same are
enforceable against Grantee, validly existing and affect the Property (the “Permitted Encumbrances”).


EXECUTED as
of                        ,
20     .


	WITNESSES:	 	GRANTOR:
	 	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


 


	WITNESSES:	 	GRANTEE:
	 	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


C-1




    	 



    	 



    

Exhibit
A


[PERSONALTY]


 


C-2




    	 



    	 



    

Exhibit
B


[DESCRIPTION OF THE LAND]


C-3




    	 



    	 



    

Exhibit
C


[Permitted Encumbrances]


 


C-4




    	 



    	 



    

Exhibit
D


ASSIGNMENT AND ASSUMPTION OF LEASES


THIS ASSIGNMENT
AND ASSUMPTION OF LEASES (the “Assignment”) dated as of                    ,
20      (the “Effective Date”), is between                                ,
a                           
(“Assignor”), and                            ,
a                (“Assignee”).


A.             
Assignor is the lessor under certain leases executed with respect to that certain real property and improvements thereon
known as                    ,
                   ,                 ,
and more particularly described in Exhibit A attached hereto (the “Property”), which leases are
described in Exhibit B attached hereto (the “Leases”).


B.             
Assignor and Assignee entered into a Purchase and Sale Agreement dated as of             
     , 2013 (the “Purchase Agreement”), pursuant to which Assignee agreed
to purchase the Property from Assignor and Assignor agreed to sell the Property to Assignee, on the terms and conditions contained
therein.


C.             
Assignor desires to assign its interest as lessor in the Leases to Assignee, and Assignee desires to accept the assignment
thereof, on the terms and conditions below.


ACCORDINGLY,
the parties hereby agree as follows:


1.              
Assignor assigns to Assignee all of its right, title, and interest in and to the Leases, and Assignee hereby accepts such
assignment and assumes all of the lessor’s obligations under the Leases arising from and after the Effective Date including
the obligations and duties of Assignor relating to any tenant deposits actually credited or delivered to Assignee at the Closing.


2.              
Any rental and other payments under the Leases shall be prorated between the parties as provided in the Purchase Agreement.


3.              
This Assignment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns.


4.              
This Assignment shall be governed and construed in accordance with the laws of the State of Maryland without giving effect
to principles of conflicts of laws.


5.              
This Assignment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which
taken together shall constitute one and the same instrument.


D-1




    	 



    	 



    

 


6.              
Each party represents and warrants to the other that it is fully empowered and authorized to execute and deliver this Assignment,
and the individual signing this Assignment on behalf of such party represents and warrants to the other party that he or she is
fully empowered and authorized to do so.


7.              
Assignor shall indemnify and hold harmless Assignee from and against all obligations of the Assignor under the Leases to
the extent such obligations were applicable to the period and required to be performed prior to the date of this Assignment. Assignee
shall indemnify and hold harmless Assignor from and against all obligations assumed by the Assignee under the Leases to the extent
that such obligations are applicable to the period and required to be performed from and after the date of this Assignment.


[Signature page follows.]


D-2




    	 



    	 



    

Assignor and Assignee
have executed this Assignment as of the Effective Date.


 


	 	
        ASSIGNOR:

         

         

	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


	 	
        ASSIGNEE:

         

         

	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


D-3




    	 



    	 



    

Exhibit
A


[DESCRIPTION OF PROPERTY]


 


D-4




    	 



    	 



    

Exhibit
B


[LEASE SUMMARY]


 


D-5




    	 



    	 



    

Exhibit
E


ASSIGNMENT AND ASSUMPTION OF CONTRACTS,

WARRANTIES AND GUARANTIES, AND OTHER INTANGIBLE PROPERTY


THIS ASSIGNMENT
AND ASSUMPTION OF CONTRACTS, WARRANTIES AND GUARANTIES, AND OTHER INTANGIBLE PROPERTY (the “Assignment”)
dated as of                   ,
20      (the “Effective Date”), is made between                                       ,
a                      
(“Assignor”), and                        ,
a                     
(“Assignee”).


A.             
Assignor owns certain real property and certain improvements thereon known as                           ,
                 County,                ,
and more particularly described in Exhibit A attached hereto (the “Property”).


B.             
Assignor has entered into certain contracts which are more particularly described in Exhibit B attached hereto (the
“Contracts”), which affect the Property.


C.             
Assignor and Assignee, entered into a Purchase and Sale Agreement dated as of                  ,
2013 (the “Purchase Agreement”), pursuant to which Assignee agreed to purchase the Property from Assignor
and Assignor agreed to sell the Property to Assignee, on the terms and conditions contained therein.


D.             
Assignor desires to assign to Assignee its interest, if any, in the Contracts and in certain warranties, guaranties, and
intangible personal property with respect to the Property, to the extent the same are assignable, and Assignee desires to accept
the assignment thereof, on the terms and conditions below.


ACCORDINGLY, the
parties hereby agree as follows:


1.              
Assignor hereby assigns to Assignee all of Assignor’s right, title, and interest, if any, in and to the following,
from and after the Effective Date, to the extent the same are assignable:


(a)            
the Contracts;


(b)           
any warranties, guaranties, indemnities, and claims (“Warranties and Guaranties”) made by or received
from any third party with respect to any improvements owned by Assignor on the Property; and


E-1




    	 



    	 



    

 


(c)            
all (i) licenses, permits, and similar documents, franchises, logos, tradenames (but specifically excluding any trademarks,
logos, trade colors, service marks, and trade names of Seller, including all derivations of the name “The Haven”, which
shall be subject to the six (6) month license provided in the Purchase Agreement), website domains (for a period of six (6) months
following closing), telephone numbers and advertising materials used in connection with the Property and the business operated
thereon, (ii) plans, drawings, specifications, surveys, engineering reports, architectural drawings, other technical information,
and (iii) intangible personal property and other property (real, personal, or mixed), owned or held by Assignor that relates, to
the ownership, use, leasing, maintenance, service, or operation of the Property.


2.              
Assignee hereby accepts the foregoing assignment by Assignor and assumes all of the Assignor’s obligations under the
Contracts from and after the Effective Date.


3.              
This Assignment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns.


4.              
This Assignment shall be governed and construed in accordance with the laws of the State of Maryland.


5.              
This Assignment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which
taken together shall constitute one and the same instrument.


6.              
Each party represents and warrants to the other that it is fully empowered and authorized to execute and deliver this Assignment,
and the individual signing this Assignment on behalf of such party represents and warrants to the other party that he or she is
fully empowered and authorized to do so.


7.              
Assignor shall indemnify and hold harmless Assignee from and against all obligations of the Assignor under the Contracts
to the extent such obligations were applicable to the period and required to be performed prior to the date of this Assignment.
Assignee shall indemnify and hold harmless Assignor from and against all obligations assumed by the Assignee under the Contracts
to the extent that such obligations are applicable to the period and required to be performed from and after the date of this Assignment.


 [Signature
page follows.]


E-2




    	 



    	 



    

Assignor and
Assignee have executed this Assignment as of the Effective Date.


 


	 	
        ASSIGNOR:

         

         

	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


	 	
        ASSIGNEE:

         

         

	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


E-3




    	 



    	 



    

Exhibit
A


[DESCRIPTION OF THE PROPERTY]


 


E-4




    	 



    	 



    

Exhibit
B


[LIST OF CONTRACTS THAT ARE FREELY ASSIGNABLE]


 


E-5




    	 



    	 



    

 Exhibit
C


 


[LIST OF WARRANTIES]


 


E-6




    	 



    	 



    

Exhibit
F


FIRPTA CERTIFICATE


Section 1445 of
the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a
foreign person. For U.S. tax purposes (including Section 1445), if a disregarded entity has legal title to a U.S. real property
interest under local law, the owner of such disregarded entity (and not the disregarded entity itself) will be the transferor of
such property. To inform ______________________________, a ____________________ (“Transferee”) that withholding
of tax is not required upon the disposition of a U.S. real property interest by _____________________________, a ____________________________
(“Transferor”), the undersigned, in his or her capacity as ____________________ of ___________________________
and the __________________ of Transferor, but not individually, hereby certifies to Transferee the following on behalf of Transferor:


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


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


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


4.              
Transferor’s office address is ______________________________________.


Transferor understands
that this certification may be disclosed to the Internal Revenue Service by Transferee and that any false statement contained herein
could be punished by fine, imprisonment, or both.


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


Dated as of __________,
2013.


[Signature page follows.]


F-1



    

    

    




 





	WITNESSES:	 	SELLER:
	 	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 







 


 


STATE OF SOUTH
CAROLINA


COUNTY OF
SPARTANBURG


I, the undersigned notary
public, do hereby certify that __________________________ ___________________________, as the ______________ of ___________________________,
being duly authorized, personally appeared before me this day and acknowledged the due execution of the foregoing instrument on
behalf of said Company.


 


SWORN TO this ______ day of ______________,
2013.


 


                                                                                      (SEAL)


Notary Public for South Carolina


My commission Expires: 






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Exhibit
G


PERSONALTY


 


[To be attached by mutual approval prior
to end of Inspection Period]


 


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Exhibit
H


 


[To
be attached by mutual approval prior to end of Inspection Period]


H-1




    	 



    	 



    

Exhibit
I


FORM OF TENANT LETTER


________________, ______


RE:Notice of Change of Ownership
of The Haven at Market Square Apartments


Dear Tenants:


You are hereby notified
as follows:


That as of the date
hereof,                        and                        (collectively the “Seller”) has transferred, sold, assigned, and conveyed
all of its interest in and to the above-described property, (the “Property”) to ____________________________
(the “New Owner”). After today, New Owner will be responsible for all obligations of the “landlord”
or “lessor” under your lease.


Future notices and
rental payments with respect to your lease premises at the Property should be made to the New Owner in accordance with your lease
terms at the following address:


________________________


________________________


________________________


Your security deposit
has been transferred to the New Owner and as such the New Owner shall be responsible for holding the same in accordance with the
terms of your lease.


[The remainder of
this page is blank intentionally;

the signature page(s) follow.]


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If you have any
questions regarding any of this information, please contact the New owner.


 





	 	Very truly yours,
	 	 
	 	
        Seller:

         

         

	                       	a	                                                                              
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 







 


 


	 	
        New Owner:

         

         

	                       	a	                                                                              
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 













 


 


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Exhibit
J


Rent Roll


(see attached)


 


 


 


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EXHIBIT K


 


ASSIGNMENT
AND ASSUMPTION OF DEED
OF LEASE


 


 


THIS
 ASSIGNMENT  AND ASSUMPTION 
OF  DEED  OF 
LEASE  (the "Assignment")
is made
and entered into
as of the  
day of   2015,
by and between The
Haven at Market Square, LLC, a
South Carolina limited liability company (hereinafter referred to
as "Assignor"), and
Inland  Real
Estate Acquisitions, Inc., an
Illinois corporation (hereinafter referred to as "Assignee").


 


WITNESSETH:


 


1.
 Assignor is
the Tenant under
that certain Deed
of Lease between Assignor
and Market Square At
Frederick Community Association,
Inc. as Landlord (the "Lease")
for the construction and
operation of a swimming pool, cabana
and related facilities on real property owned
by Landlord.


 


2.
 Assignor desires
to sell, assign
and transfer unto Assignee,
and its successors
and assigns, without recourse,
all of its rights,
obligations, title and interest in and to the Lease
and Assignee desires to assume the rights, duties, liabilities and benefits
of Assignor thereunder.


 


3.
 As additional
consideration for Assignee's
simultaneous purchase of
certain business assets of
Assignor and for
other good and
valuable consideration, the receipt
and sufficiency of which are hereby
acknowledged by the parties, Assignor hereby sells, assigns and transfers unto
Assignee, its successors and assigns, without recourse, the Lease as described
above.


 


4.
 Assignee hereby
assume all rights
and duties of
Assignor as Tenant
under said Lease and
shall comply with
all of the terms
and conditions of the Lease.


 


5.
 Assignee hereby
agrees to indemnify and
hold harmless Assignor
and Assignor's members, manager,
agents and employees
from and against
any claims, losses, costs and expenses
incurred by them (including reasonable attorneys' fees) as a result of any claims related
to the Lease and/or the obligations of Tenant under
the Lease, occurring and
arising from and after the date
hereof.  Assignor hereby agrees to indemnify
and hold harmless Assignee and Assignee's shareholders, 
officers, agents and employees from  and 
against any  claims, losses, costs and expenses
incurred by them (including reasonable
attorneys' fees) as a
result of any
claims related to the Lease and/or the obligations
of Tenant under the Lease, occurring and arising
prior to the date
hereof.


 


6.
 This Assignment
may be executed
in two or
more counterparts, each
of which shall
be deemed an original,
but all of
which together will
constitute one and
the same instrument.


 


[SIGNATURES
ON FOLLOWING PAGE]


 


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IN
WITNESS WHEREOF, the
parties hereto have
caused this Assignment
to be executed the
day and year first
above written.


 


	 	
        “ASSIGNOR”

        The Haven at Market Square,
        LLC

	 	 	 
	 	By:	Johnson Development Associates, Inc.
	 	Its:	Manager
	 	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


 


	 	
        “ASSIGNEE”

        Inland Real Estate Acquisitions,
        Inc.

	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


 


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