EXHIBIT 10.3


 


LLC MEMBERSHIP INTEREST PURCHASE AGREEMENT


(Auburn & Douglas)


 


THIS LLC MEMBERSHIP
INTEREST PURCHASE AGREEMENT (“Agreement”), dated as of May 9, 2012 for reference purposes, is made by and among (i) ROGER
A. DREYER ("Dreyer"), (ii) UNIVERSITY CAPITAL MANAGEMENT, INC., a California corporation ("UCM"),
(iii) RICHARD P. BERNSTEIN ("Bernstein"), (Dreyer, UCM and Bernstein, collectively, the "Sellers"),
and (iv) WCRT Operating Partnership, L.P., a Delaware limited partnership (the "Purchaser").


 


RECITALS:


 


A. Dreyer, UCM and
Bernstein are all of the Members of AUBURN & DOUGLAS, LLC, a California limited liability company (the “LLC”).
The LLC is governed by the Amended and Restated Limited Liability Company Agreement dated as of June 21, 2005, as amended by the
First Amendment No. 1 to Amended and Restated Limited Liability Company Agreement dated as of January 1, 2012 (as so amended,
the "LLC Agreement"); and


 


B. Dreyer owns 80%
of the Membership Interests in the LLC, (the "Dreyer Membership Interest"), UCM owns 15% of the Membership Interests
in the LLC (the "UCM Membership Interest"), and Bernstein owns 5.00% of the Membership Interests in the LLC (the
"Bernstein Membership Interest"). The Dreyer Membership Interest, the UCM Membership Interest and the Bernstein
Membership Interest (collectively, the “Membership Interests”) represent 100% of the profit, membership and equity
interests in the LLC.


 


C. Sellers wish to
sell to the Purchaser, and the Purchaser wishes to purchase from the Sellers, the Membership Interests upon the terms and subject
to the conditions set forth in this Agreement; and


 


NOW, THEREFORE, in
consideration of the mutual agreements contained in this Agreement and other good and valuable consideration, the receipt and adequacy
of which are acknowledged, the parties, intending to be legally bound, agree as follows:


AGREEMENT


 


1.
Purchase and Sale of Membership Interests.


 


1.1 Purchase and Sale
of the Membership Interests. Sellers severally agree to sell to the Purchaser, and the Purchaser agrees to purchase from the
Sellers, all, and not less than all of the Membership Interests for an aggregate purchase price of Twelve Million Dollars ($12,000,000.00)
(the "Purchase Price"). At the Closing, the Purchaser shall assume the existing Promissory Note dated June 27, 2005 in
the original principal amount of $9,200,000.00 in favor of Citigroup Global Markets Realty Corporation, currently held by Midland
Loan Services, secured, inter alia, by a first priority deed of trust on the LLC’s real property (the “Real Property
Secured Debt”). Purchaser shall receive a credit against the Purchase Price in the amount of the assumed principal of the
Real Property Secured Debt. After credit for assumption of the Real Property Secured Debt, the remaining portion of the Purchase
Price shall be allocated among the Membership Interests as set forth in Section 1.7(b), below.


 


1.2
Closing. The sale and purchase of the Membership Interests, shall take place at a closing (the "Closing") to be
held at the offices of Chicago Title Company, 591 Watt Avenue # 260. Sacramento, CA 95864-5027.
Attn: Lynette Rhodes, Escrow Officer, RhodesL@ctt.com (“Escrow”) at 10:00 A.M., California time on (i) the tenth Business
Day following the date upon which West Coast Realty Trust, Inc., the general partner of the Purchaser (“West Coast”)
issues equity securities (“Equity Securities”) in a transaction or series of related transactions resulting in aggregate
gross proceeds to the Purchaser of at least Fifteen Million Dollars ($15,000,000.00) U.S. (“Qualified Financing”),
or (ii) such other date as Dreyer and the Purchaser may mutually agree upon in writing (the day on which the Closing takes place
being the "Closing Date"). Provided, however, that, if the Closing has not closed on or before December 31, 2012, Sellers
may cancel this Agreement and, except as otherwise provided in this Agreement, none of the parties shall have any further obligations
hereunder. 


 



    	 



    	 



    

 


1.3 LLC Operations
Prorations. The income and expense of the operations of the LLC and its real property, including debt service on the Real Property
Secured Debt will be prorated between Purchaser and Sellers as of the Closing on the basis of a 30 day month. All security deposits
held by the LLC under tenant leases shall be credited to Purchaser at the Closing. Any tax impounds, maintenance and/or capital
improvement reserves and/or reserves for leasing commission and/or tenant improvements held by the LLC or by the secured lender
or by others on behalf of the LLC shall not be prorated but shall remain as assets of the LLC.


 


1.4 Closing Costs.
Sellers shall bear the expense of any CLTA policy of title insurance on the LLC's real property and Purchaser shall bear the expense
of any requested ALTA policy, policy endorsements and ALTA Survey.


 


1.5 Secured Loan disposition
Costs and Fees. Purchaser shall be responsible for any loan assumption fees, title, escrow, recording, and lender costs and
lender attorney fees associated with Purchaser’s assumption of the Real Property secured Debt.


 


1.6 Escrow and Professional
Fees. Sellers and Purchaser shall equally divide the fees of any escrow holder, Purchaser shall pay its own legal fees and
reimburse Sellers for theirs, and each shall bear their own accounting and other professional fees.


 


1.7 Deliveries at
Closing. At the Closing, the parties shall, respectively, make the following simultaneous deliveries:


 


(a) Each Seller shall
deliver or cause to be delivered: (i)   a validly executed assignment of interest in the LLC or such other document(s)
or instrument(s) as the Purchaser may reasonably request evidencing the transfer of such Seller’s Membership Interests to
Purchaser (i.e. in the case of Dreyer an assignment of the Dreyer Membership Interest, in the case of DPI an assignment of the
DPI Membership Interest, in the case of UCM an assignment of the UCM Membership Interest and in the case of Bernstein an assignment
of the Bernstein Membership Interest), together with any, endorsements, spousal waivers of community property rights and other
documents required for the sale, conveyance, transfer and delivery of the Membership Interests; (ii) a receipt, duly executed on
behalf of each Seller, indicating receipt of the Purchase Price from Purchaser; (iii) a good standing certificate of each Seller
that is a corporation or limited liability company from the appropriate Governmental Authority dated not more than thirty (30) Business
Days prior to the Closing Date; and (iv) such other customary transfer and closing documents as Purchaser may reasonably request.


 


(b) the Purchase Price
net of the assumption of the Real Property Secured Debt and Sellers’ share of closing costs and fees (“Net Purchase
Proceeds”) shall be paid by Purchaser to Sellers as follows:


 


(i)  80% to Dreyer in cash;


 


(ii) 15% to UCM; by causing the
Purchaser to issue to UCM the number of Class B common units equivalent in value to 15.00% of the Net Purchase Proceeds, with the
price of each such unit equal to the price per share paid by investors in the Qualified Financing; and.


 


(iv) 5% to Bernstein by causing
the Purchaser to issue to Bernstein the number of Class B common units equivalent in value to 5% of the Net Purchase Proceeds,
with the price of each such unit equal to the price per share paid by investors in the Qualified Financing.


 


By
executing this Agreement and consenting to the Closing, each Seller agrees that the above apportionment of the Net Purchase Proceeds
between them is materially correct, fair and consistent with their respective
interest in the LLC. Each Seller has had the opportunity to have the above apportionment reviewed by an attorney, CPA or other
independent advisor of their choice and releases each of the other Sellers, the LLC and the Purchaser from any liability, obligation
or claim arising out of or relating to such apportionment. 


 



    	2



    	 



    

 


(c)
 to Dreyer satisfactory evidence of (i)Purchaser’s assumption, contemporaneously with the Closing, of the Real Property
Secured Debt (ii) the release of Dreyer’s Guaranty of Recourse Obligations of Borrower and (iii) the release of Dreyer’s
liability for events occurring after the Closing under the Environmental Indemnity Agreement executed by Dreyer in conjunction
with the Real Property secured loan, provided, however that if Purchaser is unable to obtain the release of Dreyer designated in
this subparagraph as (ii) and (iii), and Purchaser indemnifies Dreyer for any liability under such Guarantee and Environmental
Indemnity, these releases need not be delivered;


 


(d) to each of the
Sellers a good standing certificate of the Purchaser from the appropriate Governmental Authority in its State of organization dated
not more than ten (10) Business Days prior to the Closing Date; and


 


(e) such other customary
closing documents, closing statements, certificates or instruments as Purchaser or the Sellers shall reasonably request.


 


2.
LLC Representations and Warranties of Sellers.   Each
Seller hereby severally and individually (and not jointly) represents and warrants to the Purchaser and with respect to itself
solely and not with respect to the other Sellers to the extent such representations and warranties relate to another Seller, as
follows:


 


2.1 Organization;
Due Authorization and Execution; No Conflict. The LLC (i) is a limited liability company duly organized, validly existing and
in good standing under the laws of the State of California, (ii) has all requisite power and authority to enter into and perform
the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and the consummation
of the transactions contemplated hereby have been duly and validly authorized by all necessary action by the LLC and its managers
and Members. This Agreement when validly executed and delivered by the LLC will constitute, the valid and binding obligation of
the LLC enforceable in accordance with its terms, except to the extent that such enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or affecting enforcement of creditors' rights generally, or by general
principles of equity. The execution, delivery and performance by the Sellers of this Agreement do not and will not (a) conflict
with or violate the LLC Agreement, (b) conflict with or violate any governmental orders, rules or decrees to which the LLC is a
party or by which it or any of its properties is bound, (c) conflict with or violate in any material respect any provision of any
law applicable to the LLC, (d) in any material respect, conflict with, violate or result in the suspension, modification, revocation,
non-renewal, acceleration, termination or cancellation of, or entitle any party to accelerate, terminate or cancel any obligation
or to lose a material benefit under any material contract to which the LLC is a party or by which it or any of its properties is
bound or (e) result in the creation or imposition of any encumbrance in favor of any third party with respect to any asset of the
LLC.


 


2.2 Capitalization.
Other than the Membership Interests, the LLC has no other equity securities of any class issued, reserved for issuance or outstanding.
There are (i) no outstanding options, offers, warrants, conversion or exchange rights, contracts, or other rights of or granted
by the LLC to subscribe for or to purchase from the LLC, or obligating the LLC to issue, redeem, transfer, dispose of or sell (whether
formal or informal, written or oral, firm or contingent) membership interests or other securities or interests in the LLC (whether
debt, equity, or a combination thereof) or obligating the LLC to grant, extend, or enter into any such agreement and (ii) no
agreements or understandings (whether formal or informal, written or oral, firm or contingent) have been entered into or granted
by the LLC that require or may require the LLC to repurchase any of the Membership Interests. There are no preemptive or similar
rights of or granted by the LLC with respect to the Membership Interests. Neither any member nor, the LLC is party to any voting
contracts, voting trusts, member contracts, proxies or any other contracts, instruments or understandings with respect to the Membership
Interests, or any contract with respect to the transfer, purchase or redemption of any Membership Interests.


 


2.3 Subsidiaries.
The LLC does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest
or other equity interest in any person.


 



    	3



    	 



    

 


2.4
Authorization. As of the Closing, all action on the part
of the LLC, its managers and members necessary for the authorization, execution and delivery of this Agreement, and the performance
of all obligations of the LLC hereunder shall have been taken, and this Agreement, assuming due execution by the parties hereto
and thereto, will constitute valid and legally binding obligations of the LLC enforceable in accordance with their respective terms,
subject to: (i) judicial principles limiting the availability of specific performance, injunctive relief, and other equitable remedies
and (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating
to or affecting creditors' rights.


 


2.5 Valid Issuance
of Membership Interests. The Membership Interests, when sold and delivered to Purchaser in accordance with the terms of this
Agreement for the consideration expressed herein, shall be duly and validly issued and will be free of restrictions on transfer
directly or indirectly created by Sellers or the LLC other than restrictions on transfer under this Agreement, the terms of the
LLC Operating Agreement and under applicable state and federal securities laws.


 


2.6 Governmental Consents.
No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal,
state or local governmental authority on the part of the LLC or any Seller is required in connection with the offer or sale of
the Membership Interests, except for the following: (i) the filing of such notices as may be required under the Securities Act
of 1933, as amended (the "Securities Act"); (ii) the filing of a notice of exemption pursuant to Section 25102(f) of
the California Corporate Securities Law of 1968, as amended (the "California Securities Law"), which may be filed by
the LLC following the Closing; and (iii) the compliance with any other applicable state securities laws, which compliance will
have occurred within the appropriate time periods therefor.


 


2.7 Litigation.
There are no actions, suits, proceedings or investigations pending or, to the best of LLC's knowledge, threatened before any court,
administrative agency or other governmental body against the LLC which questions the validity of this Agreement, or the right of
Sellers to enter into or which would reasonably be expected to effect the ability of the Sellers or the LLC to consummate the transactions
contemplated by this Agreement. The LLC is not a party or subject to, and none of its assets is bound by, the provisions of any
order, writ, injunction, judgment or decree of any court or government agency or instrumentality which would reasonably be expected
to effect the ability of the Sellers or the LLC to consummate the transactions contemplated by this Agreement.


 


2.8 Employees.
The LLC has no employees is not a party to or bound by any employment contract, deferred compensation agreement, bonus plan, incentive
plan, profit sharing plan, retirement agreement or other employee compensation agreement or arrangement with any collective bargaining
agent.


 


2.9 Intellectual Property.
The LLC has sufficient title to and ownership of, or other rights to use, all copyrights, information, proprietary rights, trademarks,
service marks and trade names in each case necessary for its business as now conducted without any material conflict with or infringement
of the rights of others. The LLC has not received any written, or to its knowledge, oral communications alleging that the LLC has
violated or, by conducting its business as proposed, would violate any of the trademarks, service marks, trade names, copyrights
or trade secrets or other proprietary rights of any other person or entity.


 


2.10 Compliance with
Other Instruments. The LLC is not in violation or default of any provision of its Articles of Organization or the LLC Agreement,
each as in effect immediately prior to the Closing, The LLC is not in violation or default of any provision of the Real Property
Secured Debt and/or any material instrument, mortgage, deed of trust, loan, contract, commitment, judgment, decree, order or obligation
to which it is a party or by which it or any of its properties or assets are bound.. The execution, delivery and performance of
and compliance with this Agreement and the sale of the Membership Interests, will not result in any such violation, be in conflict
with or constitute, with or without the passage of time or giving of notice, a default under any such provision, require any consent
or waiver under any such provision (other than any consents or waivers that have been obtained), or result in the creation of any
mortgage, pledge, lien, encumbrance or charge upon any of its properties or assets.


 


2.11 Permits.
The LLC has all franchises, permits, licenses, and any similar authority necessary for the conduct of its business as now being
conducted. The LLC is not in default in any material respect under any of such franchises, permits, licenses, or other similar
authority.


 



    	4



    	 



    

 


2.12
Environmental and Safety Laws. The LLC has received
no notice, demand letter, administrative inquiry, or compliance notice concerning, and no Seller has any knowledge of any contamination
of the LLC real property with Hazardous materials or actual or threatened actions, complaints or notices of any actual or threatened
contamination.. For purposes of this Agreement, "Hazardous Materials" shall mean: (1) any chemical, compound, material,
mixture, substance or other matter which has been defined, listed, classified or determined by any regulation, order or rule, or
any proposed regulation, order or rule, promulgated by any governmental agency of appropriate jurisdiction, to constitute a hazardous
substance, hazardous material, hazardous waste, extremely hazardous waste, infectious waste, toxic substance, toxic pollutant,
radioactive material, flammable explosive or other designation intended to define, list or classify substances by reason of deleterious
properties such as ignitability, corrosivity, reactivity, carcinogenicity, toxicity, reproductive toxicity; including, but not
limited to petroleum, natural gas, natural gas liquids, liquefied natural gas, synthetic gas usable for fuel, mold, asbestos,
drilling fluids, produced waters and other wastes associated with the exploration, development or production of crude oil, natural
gas or geothermal resources.


 


2.13
Title to Property and Assets. Except as set forth on Schedule 2.13,
the LLC has good and marketable title to all of the properties and assets owned by it, free and clear of all mortgages, liens and
encumbrances, except liens for current taxes and assessments not yet due .With tenant leases, the LLC is in material compliance
with such leases and, to the best of its knowledge, there are no existing or claimed conditions which are or with the passage of
time would constitute a default on the part of the LLC under the terms of the leases. 


 


2.14 Financial Statements.
Attached hereto as Schedule 2.14 are true and complete copies of the unaudited balance sheets, income statements and statements
of cash flows of the LLC as at and for the fiscal years ended December 31, 2009 and 2010 and the unaudited balance sheet, income
statement and statement of cash flows of the LLC as at and for the six month period ended June 30, 2011 (the "Unaudited Financial
Statements"). Except as disclosed therein, the Unaudited Financial Statements fairly present the results of operations, financial
condition and cash flows of the business of the LLC as of the dates thereof and for the periods covered thereby, except that the
Unaudited Financial Statements have been prepared for internal purposes only, do not include footnote disclosures and cash flow
statements and are subject to normal year-end adjustments.


 


2.15 Contracts;
Schedule 2.15 hereto sets forth each (a) Contract to which the LLC is a party, (b) lease of real or personal property,
(c)  loan agreement, credit agreement, promissory note, guarantee, subordination agreement, letter of credit, mortgage,
indenture, pledge, security agreement, conditional sales contract, factoring agreement or other similar Contract relating to the
lending or borrowing of money by the LLC or to which any assets of the LLC are subject other than ordinary course trade payables
and receivables Except as set forth on such schedules, all of such Contracts are in effect and valid and binding obligations of
the LLC in accordance with their terms and, to the knowledge of the LLC, the valid and binding obligation of each other party thereto.
Neither the LLC nor, to the knowledge of the LLC, any other party thereto is in violation of or in default in any material respect
of, nor has there occurred an event or condition which with the passage of time or giving of notice (or both) would constitute
a violation of or default in any material respect of any such Contract. The LLC has delivered or made available to the Purchaser
true and correct copies of each such Contract and all modifications or amendments thereto.


 


2.16 Tax Returns and
Audits.  The LLC has timely filed all tax returns required to be filed by it. All such tax returns were correct and complete
in all material respects. The LLC has paid all franchise fees, gross receipt taxes, license fees, taxes and all charges due any
federal state, regional, or local governmental entity. There exist no encumbrances for taxes on the Membership Interests, and there
exist no encumbrances for taxes on any of the LLC's assets other than for current installments of real property secured taxes,
assessment and fees not delinquent. No claim has ever been made in any jurisdiction in which the LLC does not file tax returns
that it is or may be subject to tax by such jurisdiction. There exist no notices of deficiency or adjustment proposed, asserted
or assessed for any amount of tax by any taxing authority against the LLC. The LLC has at all times since its inception through
the Closing Date been taxable as a partnership for all federal, state, and local income tax purposes and not as an entity taxable
as a corporation and has made no election inconsistent with such treatment. The LLC has delivered to the Purchaser correct and
complete copies of all tax returns filed for the past three years.


 



    	5



    	 



    

 


2.17   Brokers.   Except
for UCM in its capacity as a real estate broker acting on behalf of Sellers, and whom Sellers shall compensate pursuant to a separate
commission agreement between Sellers and UCM, no Person has been retained directly or indirectly by or on behalf of the Sellers
or the LLC as a broker, or finder in connection with the transactions contemplated by this Agreement, and no Person is entitled
to any fee or commission or like payment in respect thereof.


 


2.18
  Operations in the Ordinary Course.    Since December
31, 2011, the LLC has operated its business in the usual and ordinary course, consistent with past practice, and, except as set
forth in Schedule 2.18 or as expressly contemplated by this Agreement: 


 


(a)   
the LLC has not changed any accounting methods, principles or practices or made any tax election inconsistent with past practice;


 


(b)    the LLC has not delayed or postponed (beyond its normal practice) the payment of accounts payable of the LLC or other liabilities
and obligations of the LLC;


 


(c)    the
LLC has not sold, assigned, transferred, conveyed, leased, mortgaged, pledged or otherwise disposed of or encumbered any assets
or any interests therein, other than sales, assignments, transfers and conveyances in the ordinary course of business;


 


(d)    the
LLC has not made any loan, advance or capital contribution to, or investment in, any Person;


 


(e)    the
LLC has not acquired by merger or consolidation with, or merged or consolidated with, or purchased all or substantially all of
the assets of, or otherwise acquired any material assets or business of, any Person or any other business organization or division
thereof;


 


(f)  
  the LLC has not made any changes to the organizational documents of the LLC;


 


(g)    except
in the ordinary course of business, the LLC has not declared, set aside, made or paid any dividend or other distribution in respect
of the equity of the LLC;


 


(h)    the
LLC has not repaid, prepaid, repurchased, discharged, waived, forgiven, settled, restructured, redeemed, compromised or otherwise
satisfied or disposed of any loans or other debt obligations to any third person, except in the ordinary course of business;


 


(j)    the
LLC has not issued, sold, assigned, transferred, redeemed, conveyed, leased, mortgaged, pledged or otherwise disposed of or encumbered
any equity interests or other securities of the LLC or granted any options, or other rights to purchase or otherwise acquire any
equity interests or other securities of the LLC;


 


(i)    the
LLC has not effected any recapitalization, reclassification, membership interest or similar change in the capitalization of the
LLC or revalued any assets of the LLC;


 


(j)    the
LLC has not entered into any Contract or arrangement that materially impairs or prohibits the LLC from engaging in any line of
business conducted by it;


 


(k)    the
LLC has not incurred any material indebtedness for borrowed money, capitalized lease obligations, liability for the deferred purchase
of property or services or liability (as Purchaser) in respect of any conditional sale arrangement (except in the ordinary course
of business consistent with past practice), or entered into, amended or modified any Contracts for capital expenditures of the
LLC involving an aggregate commitment or liability in excess of $10,000; and


 



    	6



    	 



    

 


(l)   Except
as set forth on Schedule 2.18, the LLC has not entered into, amended or modified any tenant lease with respect to real property
involving an aggregate commitment or liability in excess of $10,000.


 


2.19  Insurance.    Schedule 2.19
sets forth a true, correct and complete list of all insurance policies of any kind or nature maintained as of the date of this
Agreement by or on behalf of the LLC, indicating the type of coverage, name of insured, name of insurance carrier or underwriter,
premium thereon, policy limits and expiration date of each policy. All such insurance policies are in full force and effect, and
the LLC is not in any material respect in default or in breach of representation or warranty with respect to its obligations under
any such insurance policy. Complete and correct copies of all insurance policies (together with all riders and amendments thereto)
set forth on Schedule 2.19 have been delivered or made available to the Purchaser.


 


2.20   Absence
of Certain Business Practices.    Neither the LLC nor, to the LLC's knowledge, any officer, employee
or agent of any member of the LLC acting on its behalf during the past three (3) years has, directly or indirectly, given
or agreed to give any illegal gift or similar benefit to any customer, supplier, governmental employee or other person who is or
may be in a position to help or hinder the LLC (or assist any member of the LLC in connection with any actual or proposed transaction
relating to the LLC) (i) which subjected or might have subjected the LLC to any damage or penalty in any civil, criminal or
governmental litigation or proceeding t, (ii)  which if not continued in the future, would subject the LLC (or, following
the Closing, the Purchaser) to suit or penalty in any private or governmental litigation or proceeding.


 


2.21     Real
Property Secured Debt LLC Obligations. The LLC has all times since its inception, is now and shall at the Closing be in full
compliance with all other obligation under the documents governing the Real Property Secured Debt, including, but not limited to
the single purpose entity/separateness requirements of Paragraph 25 of the deed of trust securing the Real Property Secured Debt.


 


3. Representations
and Warranties of Sellers:  Each Seller hereby severally and individually (and not
jointly) represents and warrants to the Purchaser as follows (with respect to itself solely and not with respect to the other Sellers
to the extent such representations and warranties relate to another Seller: 


 


3.1    Organization
or Capacity of the Sellers.    To the extent that such Seller is an entity, it is a corporation or limited
liability company duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of organization.
To the extent that such Seller is a natural person, such Seller is at least twenty-one years of age and has the capacity to enter
into Contracts.


 


3.2    Ownership
of the Membership Interest.    


 


(a)    Such
Seller is the sole record and sole beneficial owner of such Seller's Membership Interest as indicated in Schedule 3.2(a) hereto,
free and clear of all Encumbrances other than the LLC Agreement and applicable securities and blue sky laws.


 


(b)    Other
than the rights and interests of such Seller as set forth in the LLC Agreement or on Schedule 3.2(a)(which rights and interests
of such Seller shall accrue solely and exclusively to Purchaser upon completion of Closing), there are no options, warrants, convertible
or exchangeable securities or other rights, Contracts, arrangements or commitments of any character relating to such Seller's Membership
Interest or other rights or interests of such Seller in the LLC. Upon consummation of the transactions contemplated by this Agreement
and registration of the Membership Interest being transferred by such Seller in the name of the Purchaser in the records of LLC,
the Purchaser will own all of the Membership Interests of Seller as indicated in Schedule 3.2(a) hereto, free and clear of
any and all Encumbrances, other than any created by the Purchaser, or, with respect to subsequent transfers by the Purchaser, pursuant
to securities law or blue sky law or the California Beverly-Killea Limited Liability Company Act. Except as contemplated in the
LLC Agreement, there are no voting Contracts, voting trusts, member Contracts, proxies or other Contracts or understandings in
effect with respect to the voting, transfer, purchase or redemption of such Seller's Membership Interest.


 



    	7



    	 



    

 


3.3    No
Conflict.    Such Seller has all requisite power and authority to enter into and perform this Agreement
and ancillary documents to which such Seller is a party, and the transactions contemplated hereby and thereby. The execution, delivery
and performance of this Agreement and the ancillary documents to which such Seller is a party and the consummation of the transactions
contemplated hereby and thereby have been duly and validly authorized by all necessary action by such Seller and, if such Seller
is an entity, by such Seller's board of directors or managers and its shareholders or members. This Agreement and the ancillary
documents to which such Seller is a party have been or will be duly and validly executed and delivered by such Seller and constitute,
or upon execution and delivery thereof will constitute, the valid and legally binding obligations of such Seller enforceable against
such Seller in accordance with their terms, except to the extent that such enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or affecting enforcement of creditors' rights generally, or by general
principles of equity. The execution, delivery and performance of this Agreement and the ancillary documents to which such Seller
is a party do not and will not (a) conflict with or violate the articles of organization, articles of incorporation or the
bylaws or operating agreement of such Seller, if such Seller is an entity, (b) conflict with or violate any law, governmental
orders , any judgment, decree of private agreement to which such Seller is a party or by which it or any of its properties is bound,
(c)  conflict with, violate or result in the suspension, modification, revocation, non-renewal, acceleration, termination
or cancellation of, or entitle any party to accelerate, terminate or cancel any obligation or to lose a material benefit under
any material Contract to which such Seller is a party or by which it or any of its properties is bound or (c) result in the
creation or imposition of any encumbrance, on the LLC, any of it s properties or assets or on the Membership Interest being sold
to Purchaser.


 


3.4    Governmental
Approvals.    The execution, delivery and performance of this Agreement by such Seller or the ancillary
documents or the performance of such Seller's obligations under this Agreement or the ancillary documents does not and will not
require any material governmental approvals.


 


3.5   
No Conflict of Interest.    Sellers acknowledge that Richard P. Bernstein and his law firm have represented
each of the Sellers in the past; that Richard P. Bernstein and his law firm continue to represent Sellers in various matters as
of the date hereof; and Richard P. Bernstein and his law firm are acting as their counsel in connection with the transactions contemplated
by the Agreement, and, after having the opportunity to discuss any such conflict with counsel of their choice, hereby waive any
actual or perceived conflict of interest arising by reason of the actions of Richard P. Bernstein or his law firm hereunder.


 


3.6    Litigation.    There
are no Actions by or against such Seller or any of its respective Affiliates relating to the LLC, such Seller's Membership Interest
or such Seller's ability to consummate the transactions contemplated hereby pending by or before any court, tribunal , arbitrator
or governmental authority (or, to the knowledge of such Seller, threatened to be brought) which, if determined adversely, would
impair or delay the ability of such Seller to consummate the transactions contemplated hereby.        


 


3.7    Brokers.    Except
for UCM, in its capacity as a real estate broker, which Sellers shall compensate pursuant to a separate commission agreement between
Sellers and UCM, no person or entity has been retained directly or indirectly by or on behalf of the Sellers as a broker, or finder
in connection with the transactions contemplated by this Agreement, and no person or entity is entitled to any fee or commission
or like payment in respect thereof.    


 


3.8    Real
Property Secured Debt LLC Obligations. The Seller’s have at all times since the formation of the LLC have been and shall
at the Closing be in full compliance with all obligation or their part to perform under the under the documents governing the Real
Property Secured Debt.      


 






    	8



    	 



    
 


3.9  Disclaimers.    


  


EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,
(A) NEITHER SELLERS NOR THE LLC MAKES ANY REPRESENTATION OR WARRANTY OR EXTENDS ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, (B) THE REAL PROPERTY AND
BUSINESS BEING CONDUCTED BY THE LLC AS OF THE CLOSING DATE IS TO BE CONVEYED HEREUNDER "AS IS, WHERE IS" ON THE CLOSING
DATE, AND IN ITS PRESENT CONDITION, AND (C) NEITHER THE SELLERS NOR THE LLC MAKES ANY GUARANTY WITH RESPECT TO ANY OF THE
REAL PROPERY AND OTHER ASSETS BEING USED BY THE BUSINESS OF THE LLC, OR AS TO THE CONDITION OR WORKMANSHIP THEREOF OR THE ABSENCE
OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. IN PARTICULAR PURCHASER ACKNOWLEDGES THAT EXCEPT FOR THE EXPRESS WRITTEN WARRANTIES
AND REPRESENTATIONS MADE IN THIS AGREEMENT, AT THE CLOSING, THE LLC REAL PROPERTY WILL BE IN ITS "AS IS, WHERE IS " BASIS.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES AND HAS MADE NO REPRESENTATIONS OR WARRANTIES
OF ANY KIND, EXPRESS OR IMPLIED, CONCERNING THE LLC REAL PROPERTY, INCLUDING, WITHOUT LIMITATION, ZONING, STRUCTURAL PEST, ENTITLEMENTS
AND LICENSES, COMPLIANCE WITH BUILDING CODES, FLOOD ZONE STATUS, SEISMIC, NATURAL HAZARDS, INSURANCE CLAIM HISTORY, INCOME AND
EXPENSES, MAINTENANCE, THE PHYSICAL CONDITION OF THE LLC REAL PROPERTY AND ALL IMPROVEMENTS; PROPERTY, FRANCHISE AND INCOME TAXES,
THE CONDITION OF TITLE, TENANT LEASES, EASEMENTS, BONDS, LEVIES, SPECIAL DISTRICTS, APPLICABLE GOVERNMENTAL FEES AND REGULATIONS,
APPLICABLE CC&R’S AND ARCHITECTURAL REQUIREMENTS, ENGINEERING TESTS, SOILS TESTS, GEOLOGIC REPORTS, AS WELL AS THE ENVIRONMENTAL
CONDITION OF THE PROPERTY, THE TERMS OF ANY LOAN SECURED BY THE REAL PROPERTY.


 


4. Representations
and Warranties of Purchaser: The Purchaser hereby represents
and warrants to each of the Sellers as follows


 


4.1 Organization and
Authority of the Purchaser.    The Purchaser is a real estate investment trust duly organized, validly
existing and in good standing under the laws of the State of Maryland and has all requisite power and authority to enter into and
perform this Agreement and all ancillary documents to which the Purchaser is a party, and the transactions contemplated hereby
and thereby. The execution, delivery and performance of this Agreement and the ancillary documents to which the Purchaser is a
party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary
action by the Purchaser, including without limitation by its board of directors. This Agreement and the ancillary documents to
which the Purchaser is a party have been or will be duly and validly executed and delivered by the Purchaser and constitute the
valid and legally binding obligations of the Purchaser enforceable against the Purchaser in accordance with their terms, except
to the extent that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws
relating to or affecting enforcement of creditors' rights generally, or by general principles of equity. Except for such matters
that would not constitute a material adverse effect on the Purchaser's ability to complete the transactions contemplated by this
Agreement, the execution, delivery and performance of this Agreement and the ancillary documents to which the Purchaser is a party
and the consummation of the transactions contemplated hereby and thereby do not and will not (a) conflict with or violate
(i) the articles of organization or the bylaws of the Purchaser, (ii) any Governmental Orders or decrees to which the
Purchaser is a party or by which it or any of its properties is bound, (iii) any material provision of any material Law applicable
to the Purchaser, (b) in any material respect, conflict with, violate or result in the suspension, modification, revocation,
non-renewal, acceleration, termination or cancellation of, or entitle any party to accelerate, terminate or cancel any obligation
or to lose a material benefit under any material Contract or Governmental Order to which such Seller is a party or by which it
or any of its properties is bound and which would result in a material adverse effect on the ability of the Purchaser to consummate
the transactions contemplated by this Agreement or (c) result in the creation or imposition of any Encumbrance in favor of
any third party with respect to any of the assets or properties of the Purchaser other than a Permitted Encumbrance.


 


4.2 Investment Experience
and Intention.    The Purchaser is an "accredited investor" as defined in Rule 501 of Regulation D
promulgated under the Securities Act. The Purchaser is acquiring the Membership Interests solely for its own account and not with
a view to a sale or distribution thereof in violation of any applicable securities laws. The Purchaser understands that such Membership
Interests have not been registered under the Securities Act and cannot be sold unless subsequently registered under the Securities
Act or an exemption from such registration is available, subject, nevertheless, to the disposition of the Purchaser's property
being at all times within its control.


 



    	9



    	 



    

 


4.3 Brokers.    No
Person has been retained directly or indirectly by or on behalf of the Purchaser as a broker, finder or financial advisor for the
Purchaser in connection with the negotiations relating to the transactions contemplated by this Agreement, and no person is entitled
to any fee or commission or like payment in respect thereof based in any way on any Contract, arrangement or understanding made
by or on behalf of the Purchaser


 


4.4
Litigation.    There is no Action pending or, to the knowledge
of Purchaser, threatened against or relating to Purchaser before any Governmental Authority that, if determined adversely to Purchaser
would: 


 


(a)    prevent
Purchaser from paying to the Sellers all or any portion of Purchase Price;


 


(b)    enjoin,
restrict, or prohibit the sale and transfer of the Membership Interests to Purchaser as contemplated by this Agreement; or


 


(c)    prevent
Purchaser from timely fulfilling its obligations set out in this Agreement or in the ancillary documents contemplated hereby.


 


4.5
  Access to LLC's Records; Knowledge of Chairman of Board of Purchaser.    The Purchaser
has had, prior to the date hereof, access to the records and files and properties of the LLC, as well as information pertaining
to the business and affairs of the LLC; provided, however, that the foregoing shall not limit, impair, alter or diminish, and shall
in no way reduce the liability of Sellers with respect to, the representations and warranties in this Agreement or in the ancillary
documents. Purchaser’s current Chairman of its Board of Trustees is also the president of Seller UCM, and as such has personal
knowledge of the LLC and its real property. The Purchaser’s
current Chairman of its Board of Trustees has been actively involved in the acquisition, financing, management, leasing and operations
of the LLC real property and, on behalf of Purchaser, has had and/or by the Closing will have had the opportunity to order, review
and approve all inspections, investigations, tests, and studies, Purchaser deems prudent with respect to LLC, its assets and operations
including, without limitation, investigations with regard to the LLC real property, zoning, structural pest, endangered or threatened
species, entitlements and licenses, compliance with building codes, flood zone status, seismic, natural hazards, insurance claim
history, income and expenses, maintenance, the physical condition of the LLC real property and all improvements; property, franchise
and income taxes, the tenant leases, easements, bonds, levies, special districts, applicable governmental fees and regulations,
applicable CC&R’s and architectural requirements, engineering tests, soils tests, geologic reports, the presence of Hazardous
Materials , the environmental condition of the property, all matters disclosed one or more ALTA surveys, preliminary reports and/or
title commitments issued by a title insurance company chosen by Purchaser, the terms of the documents governing the Real Property
Secured Debt and any other inspections, evaluations, studies and/or investigations of any nature Purchaser may elect to make or
obtain prior to the Closing Date. 


 


4.6 Compliance with
Other Instruments. Purchaser is not in violation or default of any provision of its certificate of incorporation or other organizational
documents, as applicable, each as in effect immediately prior to the Closing, except for such failures as would not be reasonably
expected to materially adversely effect the ability of Purchaser to perform its obligations under this Agreement (a "Purchaser
Material Adverse Effect"). Purchaser is not in violation or default of any provision of any material instrument, mortgage,
deed of trust, loan, contract, commitment, judgment, decree, order or obligation to which it is a party or by which it or any of
its properties or assets are bound which would reasonably be expected to have a Purchaser Material Adverse Effect. To the best
of its knowledge, Purchaser is not in violation or default of any provision of any federal, state or local statute, rule or governmental
regulation which would reasonably be expected to have a Purchaser Material Adverse Effect. The execution, delivery and performance
of and compliance with this Agreement will not result in any such violation, be in conflict with or constitute, with or without
the passage of time or giving of notice, a default under any such provision, require any consent or waiver under any such provision
(other than any consents or waivers that have been obtained), or result in the creation of any mortgage, pledge, lien, encumbrance
or charge upon any of the properties or assets of Purchaser pursuant to any such provision.


 



    	10



    	 



    

 


5. Covenants.


 


5.1. Access.    Prior
to the Closing, Sellers shall cause the LLC to allow Purchaser through its officers, employers and representatives (including its
counsel, accountants and advisors) to have reasonable access to, and to make such investigation of, the properties, businesses
and operations of the LLC, and such examination of the books, records, financial condition and other documents of the LLC as the
Purchaser may reasonably request and to make extracts and copies of such books, records and other documents as the Purchaser may
reasonably request. Any such investigation and examination shall be conducted upon reasonable prior notice to the LLC and during
regular business hours and under reasonable circumstances (including so as to not unnecessarily interfere with the business or
operations of the LLC), and the Sellers shall cause the LLC to cooperate reasonably therein. No investigation by the Purchaser
prior to or after the date of this Agreement shall diminish or obviate any of the representations, warranties, covenants or agreements
of the Sellers contained in this Agreement or any Ancillary Document contemplated hereby. In order that the Purchaser may have
full opportunity to make such physical, business, accounting and legal review, examination or investigation as the Purchaser may
reasonably request of the affairs of LLC, the Sellers shall and shall cause the LLC and Sellers' and the LLC's respective officers,
employees, consultants, agents, accountants, attorneys and other representatives to cooperate reasonably with such representatives
of the Purchaser in connection with such review and examination.


 


5.2   Operation of
Business.    


 


(a)    Between
the date hereof and the Closing Date, the Sellers shall cause the LLC to conduct its business in the ordinary course and consistent
with past practice and endeavor to preserve the goodwill and relationships with employees, customers, suppliers and others having
business dealings with the business of the LLC. Without limiting the generality of the foregoing, except (x) for such actions
as are expressly contemplated by this Agreement, or pursuant to any existing Contract which is not in default, without the prior
written consent of Purchaser (which shall not unreasonably be withheld, delayed or conditioned), Sellers shall (A) cause the
LLC to pay accounts payable and pay and perform other obligations of the LLC when they become due and payable in the ordinary course
of business consistent with prior practice or when required to be performed consistent with past practice; and (B) cause the
LLC to not:


 


(i)    change
any accounting methods, principles or practices or make any Tax election or filing position inconsistent with past practice and
which may materially adversely affect Purchaser, except as required by applicable Law or applicable accounting principles;


 


(ii)    establish
any Employee Benefit Plan or Employee Pension Benefit Plan, or otherwise increase materially the compensation payable or to become
payable to any personnel, except as may be required by Law;


 


(iii)    sell,
assign, transfer, convey, lease, mortgage, pledge or otherwise dispose of or encumber any assets or any interests therein, other
than sales, assignments, transfers and conveyances in the ordinary course of business;


 


(iv)    acquire
by merger or consolidation with, or merge or consolidate with, or purchase all or substantially all of the assets of, or otherwise
acquire any material assets or business of, any Person or any other business organization or division thereof;


 


(v)   
 make any changes to the organizational documents of the LLC;


 


(vi)    declare,
set aside, make or pay any dividend or other distribution in respect of the equity of the LLC;


 



    	11



    	 



    

 


(vii)    make
any loan, advance or capital contribution to, or investment in, any Person, except for extensions of trade credit in the ordinary
course consistent with past practice;


 


(viii)    repay,
prepay, repurchase, discharge, waive, forgive, settle, restructure, redeem, compromise or otherwise satisfy or dispose of any loans
or other debt obligations to any Person other than in the ordinary course of business consistent with past practice, it being acknowledged
that refinancing the Seller’s existing debt secured by its real property which is all due in August 2012 is an appropriate
action;


 


(ix)  
  issue, sell, assign, transfer, redeem, repurchase, convey, lease, mortgage, pledge or otherwise dispose of or
encumber any equity interests or other securities of the LLC or grant any options, warrants, calls or other rights to
purchase or otherwise acquire any equity interests or other securities of the LLC;


 


(x)  
  effect any recapitalization, reclassification, membership interest or stock split or similar change in the
capitalization of the LLC or revalue any assets of the LLC;


 


(xi)    enter
into any contract or arrangement that would have the effect of materially impairing or prohibiting the LLC from engaging in any
line of business conducted by it as of the date hereof;


 


(xii)    incur
any material indebtedness for borrowed money, capitalized lease obligations, liability for the deferred purchase of property or
services or liability (as purchaser) in respect of any conditional sale arrangement (except in the ordinary course of business
consistent with past practice), or enter into, amend or modify any commitment or Contract for capital expenditures of the LLC;


 


(xiii)    enter
into, amend or modify any lease with respect to real property involving an aggregate commitment or liability in excess of $10,000;


 


(xiv)    
do or omit to be done any act or thing that would result (or be likely to result) in a breach of any of the representations, warranties
and covenants contained in this Agreement; and


 


(xv)    enter
into any Contract, or otherwise become obligated to do any action prohibited hereunder.


 


(xvi)   violate
any of the terms of the documents governing the Real Property secured Debt.


 


(b)    Between
the date of this Agreement and the Closing Date, the Sellers shall take all reasonable efforts to cause the LLC to continuously
maintain all insurance policies that cover the LLC in any respect and not to reduce the scope or amount of coverage of such policies
as they relate to the LLC.


 


6. Conditions to Closing


 


6.1    Conditions
to Obligations of the Sellers.    The obligations of each Seller to consummate the Closing shall
be subject to the satisfaction on or prior to the Closing of each of the following conditions, except as waived in whole or in
part in writing and except where the failure to satisfy any such condition is directly or indirectly caused by such Seller:


 



    	12



    	 



    

 


(a)    Representations,
Warranties and Covenants.    The representations and warranties of the Purchaser contained in this
Agreement shall be true and correct in all material respects on the date hereof and as of the Closing Date as if made on the Closing
Date; provided, however, that (i) in addition to the qualifications in clause (ii) below, representations and warranties
that are made as of a specific date need only be true as of such date and (ii) representations and warranties affected by
a supplement or amendment of a schedule to this Agreement have been true and correct in all material respects as of the date of
this Agreement without giving effect to such supplement or amendment and, as so supplemented or amended, shall be true and correct
in all material respects as of the Closing Date as if made on the Closing Date. The Purchaser shall have performed and complied
with all covenants and agreements contemplated by this Agreement to be performed and complied with by it on or prior to the Closing
other than such failure to perform or comply as shall have not had a material adverse effect on a Seller or on a Seller's ability
to consummate the transactions contemplated hereby;


 


(b)    No
Proceeding or Litigation.    There shall be no pending action, threatened, filed or pending against the
Sellers or the Purchaser which would be reasonably likely to restrain, prohibit or invalidate the transactions contemplated hereunder;
and


 


(c)    Closing
Deliveries.    The Purchaser shall have delivered to each Seller each of the items set forth in Section 1.7
which is intended to be delivered to or for the benefit of such Seller.


 


6.2    Conditions
to Obligations of the Purchaser.    The obligations of the Purchaser to consummate the Closing shall
be subject to the satisfaction on or prior to the Closing of each of the following conditions, except as waived in whole or in
part in writing by the Purchaser, and except where the failure to satisfy any such condition is directly or indirectly caused by
the Purchaser:


  


(a)  Representations,
Warranties and Covenants.    The representations and warranties of the Sellers contained in this
Agreement shall be true and correct in all material respects on the date hereof and as of the Closing Date as if made on the Closing
Date; provided, however, that (i) in addition to the qualifications in clause (ii) below, representations and warranties
that are made as of a specific date need only be true as of such date and (ii) representations and warranties affected by
a supplement or amendment of a schedule to this Agreement have been true and correct in all material respects as of the date of
this Agreement without giving effect to such supplement or amendment and, as so supplemented or amended, shall be true and correct
in all material respects as of the Closing Date as if made on the Closing Date. Each Seller shall have performed and complied with
all covenants and agreements (other than those contemplated by this Agreement to be performed and complied with by it at or prior
to the Closing other than such failure to perform or comply as shall not have had a Material Adverse Effect or a material adverse
effect on Purchaser's ability to consummate the transactions contemplated hereby;


 


(b)    No
Proceeding or Litigation.    There shall be no pending litigation, filed or pending against Purchaser or
the Sellers which would be reasonably likely to, delay the Closing, restrain, prohibit, invalidate or have a materially adverse
effect on the transactions contemplated hereunder;


 


(c)    Closing
Deliveries.    The Sellers and LLC shall have delivered to Purchaser each of the items set forth in Section 1.7;


 


(d)    Public
Financing.    West Coast shall have issued its equity securities (“Equity Securities”) in a
transaction or series of related transactions on terms satisfactory to Purchaser in Purchaser’s sole and subjective discretion,
resulting in aggregate gross proceeds to West Coast of at least $15,000,000.00 US (a “Qualified Financing”).


 


(e)   Title
Insurance. A nationally recognized title insurer shall be committed to issue to the LLC a CLTA policy of title insurance, at
standard rates, and with such endorsements as Purchaser may require, subject only to the standard form policy exceptions and those
additional exceptions acceptable to Purchaser in Purchaser’s sole and subjective discretion.


 


(f)    No
Material Adverse Changes. There shall be no condemnation pending or threatened of the LLC Real Property and no material adverse
changes to the physical or economic condition of the LLC real Property.


 



    	13



    	 



    

 


7. Termination and Waiver. 


 


7.1    Termination.    This
Agreement may be terminated at any time prior to Closing:


 


(a)    by
Sellers, on the one hand, or the Purchaser, on the other hand, if the Closing shall not have occurred by December 31, 2012; provided,
however, that the right to terminate this Agreement under this Section 7.1(a) shall not be available to any party whose
failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of
the Closing to occur on or prior to such date;


 


(b)    by
Sellers, on the one hand, or the Purchaser, on the other hand, in the event that any governmental authority shall have issued an
order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transfer of the Membership
Interests, contemplated by this Agreement which shall have become final and non-appealable; or which shall be in effect at any
time on or after December 31, 2012 regardless of whether or not it shall have become final and non-appealable;


 


(c)    by
Sellers, in the event of a material breach of any provision of this Agreement by the Purchaser, which breach is not cured within
thirty (30) days after written notice of such breach; provided. In addition to the right of termination due to a breach by
Purchaser, the Sellers and/or LLC shall have as their sole remedy the right to recover from Purchaser their actual out of pocket
expenses paid or payable to third parties in conjunction with the preparation of this Agreement and/or the Sellers and/or LLC’s
performance until the date of termination (not to exceed $15,000 plus all costs incurred by Sellers and the LLC in conjunction
with Purchaser’s efforts to assume the Real Property Secured Debt). In no event will the Sellers/LLC be entitled to any lost
profits or other consequential damages.       


 


(d)    by
the Purchaser, in the event of a material breach of any provision of this Agreement by the LLC or any Seller, which breach is not
cured within thirty (30) days after written notice of such breach by the Purchaser. In addition to the right of termination,
due to a breach by any Seller or by the LLC, Purchaser shall have all remedies against the breaching at law or in equity, including
specific performance and money damages, including the right to recover their actual out of pocket expenses paid or payable to third
parties in conjunction with this agreement, including any fees paid toward the Qualified Financing, or securing real property secured
financing. In no event will the Sellers/LLC be entitled to any potential lost profits or punitive damages.


 


(e)    by
the mutual written consent of Sellers and the Purchaser. In such instance any consent required of Sellers, may be given by Dreyer,
acting alone, in his sole discretion.


 


7.2    Effect
of Termination.    In the event of termination of this Agreement as provided in Section 7.1,
this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth
in Sections 7.1.


 


7.3    Waiver.    Any
party to this Agreement may only with respect to itself (a) extend the time for the performance of any of the obligations
or other acts of another party, (b) waive any inaccuracies in the representations and warranties of another party contained
herein or in any document delivered by such other party pursuant hereto or (c) waive compliance with any of the agreements
or conditions of another party contained herein. Any such extension or waiver shall be valid only if set forth in an instrument
in writing signed by the party to be bound thereby. Any waiver of any term or condition shall not be construed as a waiver of any
subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition, of this Agreement.
The failure of any party to assert any of its rights hereunder shall not constitute a waiver of any of such rights.


 



    	14



    	 



    

 


8. Indemnification


 


8.1  Indemnification
by Sellers.    Following the Closing, subject to this Article 8, each Seller agrees, severally and
individually (and not jointly) to indemnify, defend and hold harmless the Purchaser, its officers, directors, agents, employees
and affiliates from and against any and all losses, liabilities, claims, damages, penalties, fines, judgments, awards, settlements,
taxes, costs, fees, expenses (including reasonable attorneys', consultant and expert witness fees and expenses), and disbursements
(collectively, "Losses") actually sustained by any such Person resulting from, arising out of or relating to (a) any
breach by such Seller of any of the representations or warranties of such Seller, contained in this Agreement; (b) any breach
by such Seller of any covenant contained in this Agreement, (c) any and all taxes of the LLC for any taxable period or portion
thereof ending on or prior to the Closing Date, (d) any and all transfer taxes owed to the county in which the LLC’s real
property is located, and (e) any commissions due to its brokers as set forth in Section 2.17.


 


8.2   Indemnification
by Purchaser.    Following the Closing, subject to this Article 8, the Purchaser shall (or
shall cause the LLC to) indemnify, defend and hold harmless the Sellers, their officers, directors, agents, employees and affiliates
from and against any and all Losses actually sustained by any such Person resulting from, arising out of or relating to (a) any
breach by the Purchaser of any of the representations or warranties of Purchaser contained in this Agreement; (b) any breach
by the Purchaser of any covenant contained in this Agreement which requires performance by Purchaser; and (c)  any obligation
or liability that relates to the operation of the LLC after completion of the Closing.


 


8.3    Direct
Claims.    In the event one or more of the Sellers or Purchaser or any other Person entitled to be indemnified
hereunder (the "Claimant") desires to make a claim for indemnification pursuant to Section 8.1 or 8.2 against
the Sellers or the Purchaser, as applicable (the "Indemnitor"), the Claimant shall give prompt written notice
of the claim to the Indemnitor, describing, in reasonable detail, the nature of the claim. Failure to give such notice shall not
affect the indemnification provided hereunder except to the extent that such failure shall have prejudiced the Indemnitor as a
result thereof.


 


8.4    Third
Party Claims.    (a)    If any third party shall notify a Claimant with respect to
any matter (a "Third Party Claim") which may give rise to a claim for indemnification against a Seller or Purchaser
under Section 8.1 or 8.2 against the Sellers or the Purchaser, as applicable, then the Claimant shall promptly notify
the Indemnitor in writing. Failure to give such reasonable notice shall not affect the indemnification provided hereunder except
to the extent that such failure shall have materially prejudiced the Indemnitor as a result thereof.


 


(b)    The
Indemnitor will have the right to assume and thereafter conduct at its own expense the defense of the Third Party Claim with counsel
of its choice; provided, however, the Indemnitor will not consent to the entry of any judgment or enter into any settlement with
respect to the Third Party Claim without the prior written consent of the Claimant, which consent shall not be unreasonably withheld,
provided further, that the Claimant shall not withhold its consent to settlements solely providing for the payment of monetary
damages by the Indemnitor. If the Indemnitor assumes the defense, then the Claimant may participate in, but not control, any such
defense or settlement, at the Claimant's sole cost and expense.


 


8.5    Limitations
on Indemnification.    Notwithstanding anything to the contrary in this Agreement, the rights of the Purchaser
and the Sellers (and their respective Affiliates) to indemnification for Losses under Section 8.1 or 8.2 shall be subject
to the following provisions:


 


(a)    The
maximum obligation of the Sellers to Purchaser, on the one hand, and the Purchaser to a Seller, on the other hand, with respect
to indemnification under Sections 8.1(a) and (b) and 8.2(a) and (b), respectively, shall not exceed, in the aggregate,
the Purchase Price paid to such Seller in the case of any Seller, and the aggregate Purchase Price paid to such Seller by Purchaser
in the case of Purchaser.


 


(b)    If
more than one Seller is obligated to indemnify the Purchaser pursuant to Section 8.1 for a particular Loss, the maximum
obligation of such Seller shall be limited to an amount equal to the product of (i) the total amount of indemnification owed
by all Sellers that are required to indemnify the Purchaser for such Loss multiplied by (ii) the relative Ownership Interest
of such Seller out of the Ownership Interests of all Sellers required to indemnify the Purchaser for such Loss;


 



    	15



    	 



    

 


(c)    The
Claimant's right to indemnification hereunder on account of any Losses shall be reduced by (i) the amount actually received
by the Claimant from a third party (including an insurance company) net of any deductibles, self-retention amounts and related
increased costs and costs of collection, (ii) the amount paid by such third party to another for the account or benefit of
the Claimant, with respect to the settlement or resolution of a claim for which the Claimant was entitled to be reimbursed hereunder
(net of any costs directly or indirectly incurred by the Claimant including deductibles and self-retention amounts in causing such
third party to make such payment or in defending or otherwise handling a Third Party Claim relating thereto), and (iii) the
amount of any net Tax benefit actually realized by the Claimant after giving effect to the Tax consequences to the Claimant of
incurring the Loss and receiving an indemnification payment pursuant to this Article 8. In determining the Claimant's net
Tax benefit, amounts shall be grossed up or grossed down (and further grossed up or grossed down) as appropriate and the Claimant
may estimate the present value of any Tax cost or Tax benefit expected to be realized beyond the current taxable period. In connection
with any claim for indemnification pursuant to this Article 8, at the request of an Indemnitor, the Claimant shall deliver
to such Indemnitor a certificate, prepared in good faith, of the Claimant, executed on its behalf by its chief financial officer
or principal officer responsible for Tax matters, that sets forth the Claimant's net Tax benefit and its calculation. The calculation
shall assume that the Claimant pays Taxes at the highest applicable rate and that the proper discount rate for any present value
calculation is 7%. Such certificate shall be binding upon the recipient thereof absent manifest error. The Claimant shall not be
required to provide access to its Tax Returns or records.


 


9. General Provisions


 


9.1 Governing Law.
This Agreement shall be governed in all respects by the laws of the State of California, without regard to any provisions thereof
relating to conflicts of laws among different jurisdictions.


 


9.2
Survival. The representations and warranties made herein shall survive the Closing for a period of one year, whereupon they
shall cease and be of no further force and effect.


 


9.3 Successors and
Assigns. Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties hereto. This Agreement shall not be construed so as to
confer any right or benefit on any party not a party hereto, other than their respective successors, assigns, heirs, executors
and administrators.


 


9.4 Entire Agreement;
Amendment. This Agreement and the other documents delivered pursuant hereto constitute the full and entire understanding and
agreement among the parties with regard to the subjects hereof and thereof and supersedes all prior agreements and understandings
relating thereto. Neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written
instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought.


 


9.5
Notices, Etc. All notices under this Agreement shall be sufficiently
given for all purposes if made in writing and delivered personally, sent by documented overnight delivery service or, to the extent
receipt is confirmed, facsimile or other electronic transmission, to following addresses and numbers. 


 


Notices to the LLC shall be addressed to:


 


Howe & University, LLC


2243 Fair Oaks Blvd, #368


Sacramento, CA 95825


Telephone: (916) 929-5433


Facsimile:


Attn:


 






    	16



    	 



    
 


Notices to the Sellers shall be addressed
to:


 


Roger A. Dreyer


20 Bicentennial Circle


Sacramento, CA 95825


Telephone: (916) 379-3500


Facsimile:


E-mail: rdreyer@DBBWLAW.COM


  


Richard P. Bernstein, Esq.


650 Howe Avenue, Suite 730


Sacramento, CA 95825


Telephone: (916) 921-7710


Facsimile: (916) 921-7712


E-mail: rbernstein@rpblegal.com


 


University Capital Management


Jeffery B. Berger, President


2443 Fair Oaks Blvd, Suite 368


Sacramento, CA 95825


Telephone: (916) 929-5433


Facsimile: (916) 929-5472


E-mail: jb@univcm.com


 


Notices to Purchaser shall be addressed
to:


 


WCRT Operating Partnership, L.P.


c/o WEST COAST REALTY TRUST, INC.


Jeffery B. Berger


650 Howe Avenue, Suite 730


Sacramento, CA 95825


Telephone:
(916) 925-9278


Facsimile: (916) 925-6759


E-mail: jb@univcm.com


 


with a copy to: Allen Hine, Esq., counsel to Purchaser


3126 O Street


Sacramento, CA 95816


Telephone: (916457-8800


E-mail: hinead@pacbell.net


 


or at such other address and to the attention
of such other person as Purchaser, Sellers or the LLC may designate by written notice to the other parties.


 


9.6 Delays or Omissions.
No delay or omission to exercise any right, power or remedy accruing to any party upon any breach or default of the other party
under this Agreement shall impair any such right, power or remedy of such first party, nor shall it be construed to be a waiver
of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor
shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring.
Any waiver, permit, consent or approval of any kind or character on the part of any holder of any breach or default under this
Agreement, or any waiver on the part of any holder of any provisions or conditions of this Agreement, must be in writing and shall
be effective only to the extent specifically set forth in such writing or as provided in this Agreement.


 


9.7 Counterparts.
This Agreement may be executed in any number of counterparts, each of which may be executed by only one party, which shall be enforceable
against the parties actually executing such counterparts, and all of which together shall constitute one instrument.


 



    	17



    	 



    

 


9.8 Severability;
Enforcement. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction
to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without such provision; provided that
no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party. The parties
hereto agree that irreparable damage for which money damages would not be an adequate remedy would occur in the event that any
of the provision of this Agreement were not performed in accordance with its specific terms or was otherwise breached. It is accordingly
agreed that, in addition to any other remedies a party may have at law or equity, the parties shall be entitled to seek an injunction
of injunctions to prevent such breached of this Agreement and to enforce specifically the terms hereof.


 


[Signature page follows]


 



    	18



    	 



    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.


 


	LLC:	 
	 	 
	AUBURN & DOUGLAS, LLC	 


 


	By:	/s/ Roger A. Dreyer	 
	 	Name: Roger A. Dreyer	 
	 	Title: Managing Member	 


 


	SELLERS:	 


 


	/s/ Roger S. Dreyer	 
	ROGER A. DREYER, individually	 


 


	UNIVERSITY CAPITAL MANAGEMENT, INC.	 
	By:	 
	 	/s/ Jeffrey Berger	 
	 	Name: Jeffrey Berger, President	 


 


	/s/ Richard P. Bernstein	 
	RICHARD P. BERNSTEIN, individually	 


 


	PURCHASER:	 
	 	 
	WCRT OPERATING PARTNERSHIP, L.P.	 
	 	 
	By:  WEST COAST REALTY TRUST, its general partner	 
	 	/s/ Jeffrey Berger	 
	 	Name: Jeffrey Berger	 
	 	Title: President, Chief Executive Officer and Chairman of the Board


 



    	19



    	 



    

 


SCHEDULES


 


Schedule 2.13 LLC Assets and Property Title and Lien Exception
Title


 


Schedule 2.14 LLC Financial Statements


 


Schedule 2.15 LLC Contract, Lease and Loan Agreements


 


Schedule 2.18 Operations Exceptions


 


Schedule 2.19 Insurance Policies


 


Schedule 3.2(a) Membership Interest Liens and Title Exceptions


 



    	20