Exhibit 10.1


 


	 


 


PURCHASE AGREEMENT


 


BETWEEN


 


BEHRINGER HARVARD 7400 TUCSON WAY, LLC,


a Colorado limited liability company


 


AS SELLER


 


AND


 


ARSENAULT HOLDINGS, LLC,


a Colorado limited liability company


 


AS PURCHASER


 


covering and describing


 


7400 TUCSON WAY OFFICE BUILDING


 


in


 


Centennial, Colorado


 


	 





 




    	 



    	 



    

 


PURCHASE AGREEMENT


 


THIS PURCHASE AGREEMENT
("Agreement") is entered into as of July 1, 2013 (the "Effective Date"), by and between
BEHRINGER HARVARD 7400 TUCSON WAY, LLC, a Colorado limited liability company ("Seller"), and ARSENAULT HOLDINGS,
LLC, a Colorado limited liability company ("Purchaser").


 


ARTICLE I


 


PURCHASE AND SALE


 


1.1           Agreement
of Purchase and Sale. In consideration of their covenants set forth in this Agreement, Seller agrees to sell to Purchaser,
and Purchaser agrees to purchase from Seller, for the Purchase Price (as hereinafter defined) and on the terms and conditions
set forth herein, the following:


 


(a)          All
of the land situated in the City of Centennial, the County of Arapahoe and the State of Colorado, described on Exhibit A
attached hereto and made a part hereof, together with all right, title and interest of Seller in and to all benefits, privileges,
easements, tenements, hereditaments and appurtenances thereon or appertaining thereto, and together with all right, title and
interest of Seller in and to adjacent streets, alleys and rights-of-way (the "Real Estate").


 


(b)          All
structures, buildings, improvements and fixtures, including without limitation all equipment and appliances, used in connection
with the operation or occupancy thereof, such as heating and air-conditioning systems and facilities used to provide any utility
services, parking services, refrigeration, ventilation, trash disposal or other services owned by Seller and located on the Real
Estate ("Improvements").


 


(c)          All
personal property owned by Seller located on or in the Real Estate or Improvements and used in connection with the operation and
maintenance of the Real Estate or Improvements ("Personal Property"). Seller has advised Purchaser there is no
Personal Property.


 


(d)          Seller’s
interest in and to the Office Lease dated as of March 23, 2012 by and between Seller, as Landlord and Lockheed Martin Corporation,
a Maryland corporation, as tenant (the "Tenant", said lease, as amended being sometimes collectively referred
to herein as the "Lease").


 


(e)          All
intangible property owned by Seller and used in connection with the Real Estate, Improvements and Personal Property, including
specifically, without limitation, all right, title and interest of Seller in and to the following: (i) all trademarks and
trade names used in connection with any part of the Real Estate and Improvements (specifically excluding, however, the name "Behringer
Harvard," any derivative thereof or any name which includes the words "Behringer Harvard" or any derivative thereof),
(ii) all plans and specifications, if any, in the possession of Seller which were prepared in connection with the construction
of any of the Improvements, (iii) all licenses, permits and warranties now in effect with respect to the Real Estate, Improvements
and Personal Property, and (iv) all assignable written contracts in effect at Closing (as hereinafter defined) in any way
relating to the Property (as hereinafter defined), including without limitation, service contracts, equipment leases and all rights
of Seller thereunder relating to equipment or property located upon the Property (collectively "Contracts"),
which will survive Closing and which Purchaser elects to assume pursuant to Section 5.4(c) (collectively "Intangible
Property").


 




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1.2           Property
Defined. The Real Estate, Improvements, Personal Property, Lease and Intangible Property are sometimes collectively referred
to herein as the "Property."


 


1.3           Permitted
Exceptions. The Property shall be conveyed subject to the matters which are, or are deemed to be, Permitted Exceptions pursuant
to ARTICLE II hereof (herein referred to collectively as the "Permitted Exceptions").


 


1.4           Purchase
Price. The purchase price for the Property shall be FIVE MILLION TWENTY FIVE THOUSAND AND NO/100 DOLLARS ($5,025,000.00) ("Purchase
Price").


 


1.5           Payment
of Purchase Price. The Purchase Price, as increased or decreased by prorations and adjustments as herein provided, shall be
payable in full at Closing in cash by wire transfer of immediately available federal funds to a bank account designated by Seller
in writing to Escrow Agent (as hereinafter defined) prior to the Closing.


 


1.6           Earnest
Money. Within one (1) business day of the full execution and delivery of this Agreement, Purchaser will depositing with Chicago
Title Insurance Company (the "Title Company"), having its office at 2828 Routh Street, Suite 800, Dallas, Texas,
Attention: Ellen Schwab (the "Escrow Agent"), the sum of FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000.00)
(the "First Deposit") in good funds, by federal wire transfer of immediately available funds. If Purchaser does
not exercise the right to terminate this Agreement prior to the expiration of the Inspection Period in accordance with Sections 2.4, 3.3,
6.2, 7.2 or 7.3 hereof, Purchaser will, on or before the last date of the Inspection Period (as such term is defined in Section 3.1
hereof), deposit with the Escrow Agent the additional sum of FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000.00) (the "Second
Deposit") in good funds, by federal wire transfer of immediately available funds as an additional deposit under this
Agreement. The Escrow Agent shall hold the First Deposit and the Second Deposit in an interest-bearing account in accordance with
the terms and conditions of this Agreement. The First Deposit and the Second Deposit, together with all interest earned on such
sums, are herein referred to collectively as the "Earnest Money." All interest accruing on such sums shall become
a part of the Earnest Money and shall be distributed as Earnest Money in accordance with the terms of this Agreement. If Purchaser
fails to deliver the Second Deposit to the Escrow Agent within the time period specified above, then Seller may terminate this
Agreement, whereupon Escrow Agent shall deliver the Earnest Money to Seller promptly thereafter, and neither party shall have
any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth
herein expressly survives termination of this Agreement. Time is of the essence for the delivery of Earnest Money under
this Agreement. Following the expiration of the Inspection Period, the Earnest Money shall become non-refundable to Purchaser
unless otherwise expressly set forth in this Agreement.


 


1.7           Independent
Contract Consideration. The sum of ONE HUNDRED AND NO/100 DOLLARS ($100.00) of the Earnest Money is non-refundable and is
consideration for the Purchaser's right to inspect the Property in accordance with the terms of this Agreement (the "Independent
Contract Consideration"), which amount Seller and Purchaser hereby acknowledge and agree has been bargained for and agreed
to as consideration for Seller’s execution and delivery of this Agreement. The Independent Contract Consideration is in
addition to and independent of any other consideration or payment provided for in this Agreement, and is nonrefundable in all
events.


 




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ARTICLE II


 


TITLE AND SURVEY


 


2.1           Title
Commitment. Promptly following the Effective Date, Seller will provide to Purchaser the ALTA Commitment for Title Insurance
issued by the Title Company on June 11, 2013 with an effective date of May 30, 2013 together with copies of all recorded instruments
affecting the Property and recited as exceptions in the ALTA Commitment for Title Insurance (collectively, the "Commitment").
Seller shall request that the Title Company promptly update the Commitment to reference Buyer as the proposed insured (the “Updated
Commitment”).


 


2.2           Survey.
Promptly following the Effective Date, Seller will provide to Purchaser and a copy of, the existing survey dated August 11, 2004
and updated September 27, 2004 prepared by Richard A. Nobbe PLS #23899 (the "Survey") of the Real Estate and
Improvements. If Purchaser chooses to obtain either an update of the Survey or a new survey, Purchaser shall do so at Purchaser's
sole cost and expense (the "Updated Survey").


 


2.3           Review
of Commitment and Survey. Purchaser shall have ten (10) days (the "Title Review Period") after the receipt
of the Commitment and the Survey, but in any event not later than ten (10) days before the expiration of the Inspection Period,
to notify Seller in writing of such objections as Purchaser may have to anything contained in the Commitment or the Survey; provided,
however, that Purchaser shall not have the right to object to any Permitted Exceptions described in Section 2.5 below. If
Purchaser fails to object in writing to any item contained in the Commitment or the Survey during the Title Review Period, Purchaser
shall be deemed to have waived its right to object to such item, and such item shall thereafter be deemed a Permitted Exception.
In the event that Purchaser objects to any item contained in the Commitment or the Survey within the Title Review Period (such
items being herein referred to as "Title Defects"), Seller shall have until the date which is five (5) days following
the date of Purchaser’s notice of such Title Defects (the "Cure Period") that Seller has elected to cause
the Title Defects to be removed from the Commitment or the Survey at or prior to Closing, as the case may be. Seller’s failure
to deliver such written notice shall constitute Seller’s election not to cure Purchaser’s Title Defects. If Purchaser
obtains an Updated Survey prior to the expiration of the Inspection Period and the Updated Survey reveals matters of survey not
shown on the Survey, Purchaser may make objections to such new matters of survey ("New Survey Defects"); provided
if Seller has not notified Purchaser that Seller has arranged to have the New Survey Defects removed prior to the expiration of
the Inspection Period, if Purchaser does not exercise Purchaser's Termination Right pursuant to Section 3.3 such New Survey
Defects shall thereafter be deemed Permitted Exceptions.


 


2.4           Failure
to Cure Title Defects. If, upon the expiration of the Cure Period, Seller has not notified Purchaser that Seller has arranged
to have the Title Defects removed, then Purchaser may elect (which election must be made in writing within five (5) days following
expiration of the Cure Period) either: (a) to terminate this Agreement, in which event the Earnest Money shall be returned
to Purchaser as Purchaser’s sole remedy hereunder and neither party will have any further rights or obligations pursuant
to this Agreement, other than rights or obligations that expressly survive termination; or (b) to accept such Title Defects
which shall thereafter be deemed a Permitted Exception. If Purchaser does not, within five (5) days after the expiration of the
Cure Period, send written notice to Seller of its election to terminate this Agreement pursuant to clause (a) of the preceding
sentence, then: (x) Purchaser shall be deemed to have elected to take title as it then is without any reduction in the Purchase
Price; (y) all Title Defects not removed from the Commitment or the Survey will thenceforth be deemed Permitted Exceptions;
and (z) this Agreement shall remain in full force and effect. Anything to the contrary in this Agreement notwithstanding,
Seller shall have no affirmative obligation hereunder to expend any funds or incur any liabilities in order to cause any matters
shown in the Commitment or the Survey, or subsequent revisions thereto, to be removed, cured or insured over, except that Seller
shall pay or discharge any lien or encumbrance voluntarily created or assumed by Seller and not created by or resulting from the
acts of Purchaser. If the Commitment (or any subsequent revision thereof) discloses exceptions other than the Permitted Exceptions,
and other than those which Seller has agreed to insure against, pay or discharge, then unless Purchaser agrees to accept title
as it then is without reduction of the Purchase Price on or prior to the expiration of the Inspection Period, either Seller or
Purchaser may, at its option, terminate this Agreement, in which event the Earnest Money shall be returned to Purchaser as Purchaser’s
sole remedy under this Agreement. Nothing in this Section shall be construed as hindering Purchaser’s right to timely terminate
the Agreement for any reason or no reason pursuant to Section 3.3, below.


 




    	PURCHASE AGREEMENT	Page 3	 



    	 



    

 


2.5           Other
Permitted Exceptions. In addition to those matters shown in the Commitment and the Survey which become Permitted Exceptions
pursuant to Section 2.4 above, the following shall also be deemed to be Permitted Exceptions: (a) the Lease; (b) taxes
and standby fees (if applicable) for the year in which Closing occurs; (c) liens and encumbrances arising after the date
hereof to which Purchaser consents in writing; and (d) any liens or encumbrances of a definite or ascertainable amount, provided
that Seller causes such liens or encumbrances to be insured around on terms acceptable to Purchaser such that same do not appear
as an exception in the owner’s title insurance policy issued to Purchaser pursuant to the Commitment. Nothing in this Section
shall be construed as hindering Purchaser’s right to timely terminate the Agreement for any reason or no reason pursuant
to Section 3.3, below.


 


2.6           Owner
Title Policy. Subject to the provisions of Section 2.4, on the Closing Date Seller shall cause the Title Company to deliver
to Purchaser an unconditional commitment to issue an owner’s title insurance policy ("Owner's Policy")
on the standard form in use in the State of Colorado, in the full amount of the Purchase Price, dated as of the Closing Date,
insuring Purchaser's fee simple title to the Land and Improvements to be good and indefeasible subject only to Permitted Exceptions
and others approved by Purchaser in writing. At Closing, Seller shall pay only the basic premium for such Owner Policy and Purchaser
shall pay the fee or premium for any modification or endorsement of the Owner's Policy.


 


2.7           Expiration
of Inspection Period. It is the intent of the parties that the right granted to Purchaser to terminate this Agreement shall
expire upon the expiration of the Inspection Period, notwithstanding that the Title Review Period, the Cure Period or any election
period may extend beyond the expiration of the Inspection Period. Accordingly, notwithstanding anything contained herein to the
contrary, if Purchaser has not terminated this Agreement pursuant to Section 2.4(a) prior to the expiration of the Inspection
Period, then Purchaser shall no longer have any right to terminate this Agreement under Section 2.4(a), and in such event
Purchaser shall be bound to accept title to the Property under the conditions specified in this ARTICLE II; provided the
parties agree, other than the right to terminate pursuant to Section 2.4(a) if the express language of this Agreement permits
Purchaser the right to terminate this Agreement, such provisions shall be unaffected by this Section 2.7.


 


2.8           New
Title Defects. In the event that, after the expiration of the Inspection Period and prior to the Closing Date, title to the
Land and Improvements becomes subject to any encumbrance other than a Permitted Exception, then Seller may (but has no obligation
to) attempt to cure the encumbrance. If Seller is unable or unwilling to cure the encumbrance, then Purchaser, as its sole and
exclusive remedy, may either: (i) terminate this Agreement by written notice to Seller whereupon the Earnest Money shall
be returned to Purchaser, and neither party will have any right or obligation under this Agreement other than rights or obligations
that expressly survive termination; or (ii) proceed to Closing without receiving any credit against or reduction of the Purchase
Price whereupon Purchaser shall be deemed to have accepted the encumbrance as an exception to title (which shall thereupon become
a Permitted Exception).


 


ARTICLE III


 


INSPECTION PERIOD


 


3.1           Property
Documents. Seller has delivered through a secure website or make available to Purchaser at the Property, to the extent in
Seller’s possession, the documents described on Exhibit B attached hereto and made a part hereof for all purposes
(the "Property Documents"). Purchaser acknowledges receipt of the Property Documents. During the Inspection Period,
Purchaser may inspect the Property Documents during normal business hours and may photocopy same at Purchaser’s expense.
Seller makes no representation or warranty, express or implied, as to the accuracy or completeness of the information contained
in the Property Documents, and Purchaser acknowledges that the Property Documents will be for informational purposes only and
shall not give Purchaser any cause of action against Seller or the preparer, absent an agreement from the preparer that Purchaser
is entitled to rely on a particular matter. Purchaser acknowledges receipt of information on the secure website regarding water
penetration and mold remediation performed on the Property.


 




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3.2           Right
of Inspection. During the period beginning on the Effective Date and ending at 5 p.m., Dallas, Texas time, on July 24,
2013 (the "Inspection Period"), Purchaser and its representatives (including Purchaser’s architects, engineers
and consultants) shall have the right to examine the Property Documents, evaluate the Property and to make a physical inspection
of the Property (including the right to conduct such soil, engineering, environmental, hazardous or toxic material, noise pollution,
seismic or other physical test, study or investigation as Purchaser may desire, provided, however, that Purchaser must obtain
Seller’s consent, which may be withheld in Seller’s sole discretion, to any physically invasive testing or any testing
involving sampling). In this regard, Purchaser and its authorized agents and representatives shall be entitled to enter upon the
Property at all reasonable times during the Inspection Period, upon reasonable prior oral or written notice to Seller and while
accompanied by a representative of Seller, subject to the rights of tenants of the Property. All activities by Purchaser or its
representatives during the Inspection Period shall be coordinated through Seller’s designated representative, Sue Routh,
including, but not limited to, contact with tenants, and Seller shall have the right to have a representative present during any
meetings with tenants. All inspections shall occur at reasonable times agreed upon by Seller and Purchaser and shall be conducted
so as not to unreasonably interfere with use of the Property by Seller or tenants of the Property. Purchaser will use its best
efforts to minimize any disruption or interference caused by any such testing and will repair damage caused by such testing. Before
and during Purchaser inspections, Purchaser and each Purchaser representative conducting any Purchaser inspection shall maintain
workers’ compensation insurance in accordance with applicable law, and Purchaser, or the applicable Purchaser representative
conducting any Purchaser inspection, shall maintain (a) commercial general liability insurance with limits of at least Two
Million Dollars ($2,000,000) for bodily or personal injury or death, (provided that consultants, other than environmental, may
carry $1,000,000 in CGL coverage) (b) property damage insurance in the amount of at least One Million Dollars ($1,000,000),
and (c) contractual liability insurance. Purchaser shall deliver to Seller evidence of such workers’ compensation insurance
and a certificate evidencing the commercial general liability, property damage and contractual liability insurance before conducting
any Purchaser inspection on the Property. Each such insurance policy shall be written by a reputable insurance company having
a rating of at least "A-:VII" by Best’s Rating Guide (or a comparable rating by a successor rating service), and
shall otherwise be subject to Seller’s prior approval. Such insurance policies shall name as additional insureds Seller,
Seller’s lender and such other parties holding insurable interests as Seller may designate. Purchaser shall indemnify defend
and hold Seller, Seller's lender, Seller’s asset management company, Seller’s property management company, and their
respective partners, shareholders, officers, members, directors, agents and employees and the Property (the "Seller Indemnified
Parties") harmless from any and all losses, costs, liens, claims, causes of action, liability, damages, expenses and
liability (including, without limitation, court costs and reasonable attorneys’ fees) damages, liens, claims (including,
without limitation, mechanics’ or materialmen’s liens or claims of liens), actions and causes of actions incurred
in connection with or arising in any way from (a) any Purchaser inspection or investigation conducted by Purchaser and Purchaser’s
representatives, including Purchaser’s engineers, contractors and environmental consultants ("Purchaser Representatives")
or (b) the exercise of Purchaser’s rights under this Agreement or the Access Agreement, excluding only damages arising from
Seller’s active negligence or willful misconduct. If any proceeding is filed for which indemnity is required hereunder,
Purchaser agrees, upon request therefor, to defend the indemnified party in such proceeding at its sole cost utilizing counsel
satisfactory to the indemnified party. The foregoing indemnity of Purchaser shall expressly survive the Closing or the earlier
termination of this Agreement.


 




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3.3           Right
of Termination Seller agrees that in the event Purchaser determines, in its sole discretion, that the Property is not suitable
for its purposes for any reason or no reason, then Purchaser shall have the right ("Purchaser’s Termination Right")
to terminate this Agreement. Purchaser’s Termination Right shall be exercisable only by sending written notice of termination
(the "Notice of Termination") to Seller prior to the expiration of the Inspection Period. In the event that Purchaser
timely delivers the Notice of Termination, this Agreement shall terminate and the Earnest Money shall be returned to Purchaser
and neither party shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation
or liability set forth herein expressly survives termination of this Agreement. Alternatively, if Purchaser has determined, in
its sole discretion, to proceed with the foregoing transaction, then Purchaser may deliver written notice to Seller on or prior
to the last day of the Inspection Period that Purchaser has elected to proceed (the "Approval Notice"). If Purchaser
fails to send Seller either a Notice of Termination or an Approval Notice on or prior to the last day of the Inspection Period,
then Purchaser shall be deemed to have elected to terminate this Agreement, whereupon the Earnest Money shall be returned to Purchaser
and neither party shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation
or liability set forth herein expressly survives termination of this Agreement.


 


3.4           Payment
of Certain Expenses upon Termination. Notwithstanding anything contained in this Agreement to the contrary, in the event that
Purchaser exercises Purchaser’s Termination Right, Purchaser shall be responsible for payment of any escrow costs charged
by the Title Company in connection with this Agreement.


 


ARTICLE IV


 


CLOSING


 


4.1           Time
and Place. The consummation of the purchase and sale of the Property ("Closing") shall take place at the
office of the Escrow Agent, on a date (the "Closing Date") mutually agreed upon by the parties, but not later
than August 6, 2013; provided notwithstanding the foregoing Purchaser shall have the option, exercisable by written notice delivered
to Seller (accompanied by the Extension Fee) on or before August 1, 2013, to extend the Closing Date to a date not later than
August 21, 2013. The "Extension Fee" shall mean a sum of FIVE HUNDRED THOUSAND AND NO/100 ($500,000.00) in good
funds, by federal wire transfer of immediately available funds to the Escrow Agent. The Extension Fee shall be added to and become
a part of the Earnest Money. At Closing, Seller and Purchaser shall perform the obligations set forth in this ARTICLE IV,
the performance of which obligations shall be concurrent conditions.


 


4.2           Seller’s
Obligations at Closing. At Closing, Seller shall:


 


(a)          deliver
to Purchaser a Special Warranty Deed (the "Deed") in the form of Exhibit C attached hereto and made
a part hereof for all purposes, executed and acknowledged by Seller and in recordable form, it being agreed that the conveyance
effected by the Deed shall be subject to the Permitted Exceptions;


 


(b)          deliver
to Purchaser a Bill of Sale in the form of Exhibit D attached hereto and made a part hereof for all purposes (the
"Bill of Sale") executed by Seller;


 


(c)          join
with Purchaser in the execution of an Assignment of Lease in the form of Exhibit E attached hereto and made a part
hereof for all purposes;


 




    	PURCHASE AGREEMENT	Page 6	 



    	 



    

 


(d)          Seller
will deliver the original Lease;


 


(e)          join
with Purchaser in the execution of an Assignment and Assumption of Intangible Property and Other Rights in the form of Exhibit F
attached hereto and made a part hereof for all purposes;


 


(f)          join
with Purchaser in the execution of a letter to Tenant in the form of Exhibit G attached hereto and made a part hereof
for all purposes


 


(g)          join
with Purchaser and the Escrow Agent in the execution of the Allowance Escrow as contemplate in Section 4.4(f);


 


(h)          deliver
to Purchaser an affidavit sworn by an officer of Seller in the form of Exhibit H attached hereto and made a part hereof
for all purposes (the "FIRPTA Affidavit"), or in such other form as may be prescribed by federal regulations;


 


(i)          deliver
to Purchaser the tenant estoppel certificate (as described in Section 5.7 hereof) following receipt by Seller;


 


(j)          deliver
to Purchaser possession of the Property; and


 


(k)          evidence
reasonably acceptable to the Title Company of Seller's capacity and authority for the closing of this transaction and an owner
affidavit for benefit of the Title Company in a form acceptable to Seller and the Title Company.


 


4.3          Purchaser’s
Obligations at Closing. At Closing, Purchaser shall:


 


(a)          pay
to Seller the Purchase Price in cash or immediately available funds, it being agreed that the Earnest Money shall be delivered
to Seller at Closing and applied towards payment of the Purchase Price;


 


(b)          join
with Seller in execution of the instruments described in Sections 4.2(c), 4.2(e) and 4.2(f);


 


(c)          join
with Seller and Escrow Agent in the execution of the Allowance Escrow;


 


(d)          prepare
and deliver to Seller and join with Seller in the execution of the instruments described in Section 4.2(f);


 


(e)          deliver
to Seller an Agreement Regarding Disclaimers in the form of Exhibit I attached hereto and made a part hereof for all
purposes executed by Purchaser and counsel for Purchaser; and


 


(f)          deliver
evidence reasonably acceptable to the Title Company of Purchaser's capacity and authority for the closing of this transaction.


 


4.4          Prorations.
The following adjustments to the Purchase Price paid hereunder shall be made between Seller and Purchaser and shall be prorated
(as applicable) on a per diem basis as if Purchaser owned the Property for the entire day on the Closing Date:


 




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(a)          All
real estate taxes and installments of special assessments due and payable with respect to the calendar year of Closing. All other
installments of special assessments not yet due and payable shall be paid by Purchaser. If at the time of Closing the tax rate
or the assessed valuation for the current year has not yet been fixed, taxes shall be prorated based upon the tax rate and the
assessed valuation established for the previous tax year; provided, however, that Seller and Purchaser agree that to the extent
the actual taxes for the current year differ from the amount so apportioned at Closing, the parties hereto will make all necessary
adjustments by appropriate payments between themselves following the Closing, and this provision shall survive Closing.


 


(b)          Current
rents, advance rentals (but only to the extent actually received by Seller) and other income from the Property including, without
limitation, Pass Through Expenses (collectively, "Rents") shall be prorated between Seller and Purchaser at Closing
based upon such amounts actually collected by Seller as of the Closing Date. All collected Rents for the month in which the Closing
occurs shall be prorated as of the Closing Date. All Rents which are due but uncollected as of the Closing Date (the "Delinquent
Rents") shall not be prorated at Closing, but shall be paid to the party entitled to receive such Delinquent Rents upon
receipt of same by either Seller or Purchaser after Closing. Purchaser agrees to use commercially reasonable efforts to collect
Delinquent Rents from each tenant remaining in possession of its space under a Tenant Lease. Any and all amounts received by Purchaser
after the Closing Date from any party owing Delinquent Rents shall be paid and applied as follows: first, to Purchaser’s
reasonable collection costs (including, without limitation, reasonable attorneys’ fees) incurred (after the Closing Date
only); second to Delinquent Rents for the month in which the Closing occurs (which sums shall, upon such collection, be prorated
between Seller and Purchaser as though collected prior to Closing); third, to Purchaser for Rents accruing after the Closing Date,
to be applied in the inverse of the order incurred (i.e., the most recently incurred Rents paid first); and finally, to Seller
for Delinquent Rents for the period prior to the month of Closing.. Purchaser will make a good faith effort after Closing to collect
all Rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute
any lawsuit or incur any expense to collect Delinquent Rents. Notwithstanding the foregoing provisions, Seller shall not be required
to prorate any amounts collected by Seller after Closing from former tenants of the Property, it being understood and agreed that
Seller may retain all amounts that Seller recovers from such former tenants.


 


(c)          With
respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed
through to the Tenant under the Lease (the "Pass Through Expenses") and as of the Closing Date are unbilled or
billed but not yet collected, Purchaser shall, upon collection of such Pass Through Expenses, remit to Seller an amount equal
to that portion of Pass Through Expenses which accrued prior to the Closing Date. With respect to Pass Through Expenses which
have not been billed to tenants as of the Closing Date, Purchaser shall bill each tenant for same in accordance with each such
tenant’s Lease.


 


(d)          Charges
under service agreements, utility charges for which Seller is liable, and other operating expenses of the Property shall be prorated
between Seller and Purchaser at Closing.


 


(e)          
Subject to the provisions of Section 4.4(f), Purchaser shall be responsible for the payment of (i) all Tenant Inducement
Costs (as hereinafter defined) and leasing commissions which become due and payable after the Effective Date of this Purchase
Agreement as a result of any renewals or expansions of the Lease exercised by a tenant which occur between the Effective Date
of this Purchase Agreement and the Closing Date, and (ii) all Tenant Inducement Costs and leasing commissions which become
due and payable from and after the Closing Date. For purposes hereof, the term "Tenant Inducement Costs" means
any out-of-pocket payments required under a Lease to be paid by the landlord thereunder to or for the benefit of the tenant thereunder
which is in the nature of a tenant inducement, including specifically, without limitation, tenant improvement costs, lease buyout
costs, and moving, design, refurbishment and club membership allowances. The term Tenant Inducement Costs shall not include loss
of income resulting from any free rental period, it being agreed that Seller shall bear the loss resulting from any free rental
period until the Closing Date and that Purchaser shall bear such loss from and after the Closing Date.


 




    	PURCHASE AGREEMENT	Page 8	 



    	 



    

 


(f)          Pursuant
to the Lease, Tenant is entitle to a Construction Allowance as defined in Exhibit C of the Lease ("Construction Allowance")
of $635,940. As of May 6, 2013, $40,552.88 of the Construction Allowance has been advanced by Seller leaving a balance of $595,387.12.
Pursuant to the Lease (i) Tenant has until the Disbursement Deadline (as defined in the Lease) which is October 31, 2013 ("Disbursement
Deadline") to expend the balance of the Construction Allowance and (ii) twenty-five percent (25%) of any Construction
Allowance which Tenant does not expend will be applied against future Base Rent (as defined in the Lease). It is anticipated that
Seller will continue to advance Construction Allowance during the term of this Agreement. If the entire Construction Allowance
has not been advanced to the Tenant on or before the Closing Date, at the Closing, Purchaser, Seller and Escrow Agent shall enter
into an Escrow Agreement ("Allowance Escrow") which shall provide for the following: (A) Seller shall deposit
into the Allowance Escrow a cash sum equal to the balance of the Construction Allowance which has not been advanced by Seller
on the Closing Date; (B) as the Tenant makes request for additional Construction Allowance in accordance with the terms of the
Lease, such Construction Allowance shall be advanced from the Allowance Escrow directly to the Tenant; and (C) if on the date
which is ten (10) days following the Disbursement Deadline there is any balance in the Allowance Escrow, 25% of such balance shall
be distributed to Purchaser and the remaining 75% of such balance shall be distributed to Seller. The Allowance Escrow shall be
in the form attached hereto as Exhibit K. The provisions of this Section 4.4(f) shall survive Closing.


 


(g)          
intentionally omitted


 


(h)          All
prorations described in this Section 4.4 shall be effected by increasing or decreasing, as appropriate, the amount of cash
to be paid by Purchaser to Seller at Closing. Except for the prorations described in Sections 4.4(a) and 4.4(c) above, all
prorations provided for herein shall be final. The proration of taxes described in Section 4.4(a) above shall be deemed final
if no adjustment thereto is requested within one (1) year after Closing.


 


4.5          Closing
Costs. Seller shall pay (a) the fees of any counsel representing it in connection with this transaction; (b) the
basic premium for the Owner’s Policy (specifically excluding the additional premium chargeable for any modification endorsement
of the Owner's Policy, which expense shall be borne by Purchaser); (c) the cost of the Existing Survey; (d) one-half
(1⁄2) of any escrow fee which may be charged by the Title Company; and (e) the recording fees for the Deed. Purchaser shall
pay (v) the fees of any counsel representing Purchaser in connection with this transaction; (w) the cost of the Updated
Survey; (x) the additional premium chargeable for any modification endorsement of the Owner's Policy; (y) any transfer
tax, documentary stamp tax, sales tax or similar tax which becomes payable by reason of the transfer of the Property or any component
thereof; and (z) one-half (1⁄2) of any escrow fees charged by the Title Company. All other costs and expenses incident to
this transaction and the closing thereof shall be paid by the party incurring same.


 




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4.6           Delivery
of Documents. Immediately after Closing, Seller shall direct the manager of the Property to make available at the offices
of such manager all books and records of account, contracts, leases and leasing correspondence, receipts for deposits, unpaid
bills and other papers or documents which pertain to the operation of the Property together with all advertising materials, booklets,
keys and other items, if any, used in the operation of the Property. Seller makes no representations regarding the existence or
adequacy of such documents or items for use in management or operation of the Property. The foregoing shall not include the separate
books, records, correspondence and other documentation of Seller located at its offices, nor shall it include any computer software
or computer programs used by the manager of the Property or Seller in connection with the Property, it being understood and agreed
that the foregoing items are not part of the Property to be conveyed to Purchaser hereunder. After the Closing, Seller shall have
the right to inspect the books and records of the Property to verify that Purchaser is remitting to Seller all amounts to be remitted
to Seller according to the terms of this Agreement, and for any other purpose related to Seller’s prior ownership of the
Property, and this provision shall survive Closing.


 


4.7           Preservation
of Right to Contest. Seller reserves the right to contest after Closing taxes and assessments with respect to the Property
and interest or penalties pertaining thereto, to the extent same are applicable to periods prior to Closing, and Seller shall
be entitled to any refunds made with respect to such contested taxes which apply to the time period prior to the Closing Date,
and Purchaser shall be entitled to any refunds made with respect to such contested taxes which apply to the time period on or
after the Closing Date. Taxes imposed because of a change of use or ownership of the Property after or in connection with the
Closing shall be for the account of Purchaser. The provisions of this Section shall survive the Closing.


 


ARTICLE V


 


REPRESENTATIONS, WARRANTIES,
AND COVENANTS


 


5.1           Representations
and Warranties of Seller. As of the Effective Date, Seller represents and warrants to Purchaser as follows:


 


(a)          Seller
has no actual knowledge of any legal actions pending or threatened against the Property except for any personal injury or property
damage action for which there is adequate insurance coverage.


 


(b)          Seller
has the power and authority to sell and convey the Property as provided in this Agreement and to carry out Seller's obligations
under this Agreement, and that all requisite action necessary to authorize Seller to enter into this Agreement and to carry out
Seller's obligations under this Agreement has been, or on the Closing Date will have been, taken


 


(c)          To
Seller’s knowledge, the execution and delivery of this Agreement and the consummation of the transaction contemplated hereby
will not result in any breach of the terms, conditions or constitute a default under any instrument or obligation to which Seller
is now a party.


 


(d)          Seller
is not a "foreign person" as defined in Section 1445 of the Internal Revenue Code of 1986, as amended, and any
related regulations.


 


(e)          To
Seller’s knowledge, there are no parties in possession of any portion of the Property except Seller and Tenant under the
Lease or any subleases, parking leases or rooftop leases.


 


(f)          To
Seller’s knowledge, the documents heretofore or hereafter delivered or otherwise made available for viewing to Purchaser
prior to Closing include a true and complete copy of the Lease used by Seller and Seller’s property manager in the day-to-day
operation and management of the Property and the current rent roll used by Seller and Seller’s property manager in the operation
of the Property.


 




    	PURCHASE AGREEMENT	Page 10	 



    	 



    

 


(g)          To
Seller’s knowledge, Seller has received no material written notice claiming violation of any federal, state, county or municipal
law, ordinance, order, regulation or requirement affecting any portion of the Property from any governmental entity that has not
been corrected.


 


(h)          To
Seller’s knowledge, there is no pending or threatened, condemnation or similar proceeding affecting the Property or any
portion thereof.


 


(i)          Seller
is not a person with whom Purchaser is prohibited from engaging in this transaction due to any United States government embargos,
sanctions, or terrorism or money laundering laws, including, without limitation, due to Seller being (1) subject to United
States government embargos or sanctions, (2) in violation of terrorism or money laundering laws, or (3) listed on a
published United States government list (e.g., Specially Designated Nationals and Blocked Persons List maintained by the
Office of Foreign Assets Control or other lists of similar import).


 


Whenever the
phrases "to Seller's actual knowledge" or "to the best of Seller's knowledge" or any similar
phrase is used herein, those phrases mean the present, actual knowledge (as opposed to the imputed knowledge), without inquiry
or investigation, of the fact or condition by Mark Flynt (collectively if one or more "Seller's Representative").
The representations and warranties contained in Section 5.1 are the representations and warranties of Seller,
not Seller’s Representative, and shall not create any individual liability for Seller's Representative.


 


5.2          Notice
of Breach.


 


(a)          To
the extent that, before the expiration of the Inspection Period, Purchaser obtains actual knowledge or is deemed to know that
Seller’s representations and warranties are inaccurate, untrue or incorrect in any way, such representations and warranties
shall be deemed modified to reflect such actual or deemed knowledge as of the end of the Inspection Period. For purposes hereof,
Purchaser shall be deemed to know all information set forth in the written materials delivered or made available to Purchaser
in respect of the Property.


 


(b)          If
after the expiration of the Inspection Period but prior to the Closing, Purchaser first obtains actual knowledge that any of the
representations or warranties made herein by Seller are untrue, inaccurate or incorrect in any material respect, Purchaser shall
give Seller written notice thereof within five (5) days after obtaining such actual knowledge (but, in any event, prior to the
Closing). In such event, Seller shall have the right (but not the obligation) to attempt to cure such misrepresentation or breach.
If Seller elects to attempt to so cure but is unable to so cure any misrepresentation or breach of warranty, then Purchaser, as
its sole remedy for any and all such materially untrue, inaccurate or incorrect representations or warranties, shall elect either
(i) to waive such misrepresentations or breaches of representations and warranties and consummate the transaction contemplated
hereby without any reduction of or credit against the Purchase Price, or (ii) if Purchaser first obtained actual knowledge
of such material misrepresentation or breach of warranty after the end of the Inspection Period, to terminate this Agreement in
its entirety by written notice given to Seller on the Closing Date, in which event this Agreement shall be terminated, the Earnest
Money shall be returned to Purchaser, and thereafter neither party shall have any further rights or obligations hereunder except
as provided in any section hereof that by its terms expressly provides that it survives any termination of this Agreement.


 




    	PURCHASE AGREEMENT	Page 11	 



    	 



    

 


5.3           Survival
of Representations. Notwithstanding anything else to the contrary contained in this Agreement, in any exhibits attached hereto,
or in any documents executed or to be executed at Closing or otherwise in connection herewith (collectively, the "Purchase
Documents"), all of Seller's representations, warranties, covenants, undertakings, indemnities, and agreements contained
in any of the Purchase Documents (collectively, "Seller's Undertakings") shall survive the Closing for a period
of nine (9) months (the "Survival Period"). Purchaser acknowledges that it is a sophisticated purchaser
who is familiar with the ownership and operation of real estate projects similar to the Property, and Purchaser and Seller have
negotiated and agreed upon the length of the Survival Period as an adequate period of time for Purchaser to discover any and all
facts that could give rise to a claim or cause of action for a breach of a representation. Purchaser may bring an action against
Seller on the breach of any Seller's Undertakings, but only if: (i) Purchaser first learns of the breach after Closing and files
the action within the Survival Period and (ii) the damage to Purchaser on account of the breach (individually or when combined
with damages from other breaches) equals or exceeds Thirty Thousand and No/100 Dollars ($30,000.00). Furthermore, Purchaser agrees
that Seller's liability, however and whenever arising, whether based on or through, directly or indirectly, in whole or in part,
any breach of Seller's Undertakings, at law or in equity, or any other claim or basis arising under the Purchase Documents or
with respect to the Property, at law or in equity, shall not exceed, in the aggregate, One Hundred Fifty Thousand and No/100 Dollars
($150,000.00). In no event shall Seller be liable after the date of Closing for its breach of any Seller Undertakings if such
breach was actually known to Purchaser prior to the completion of Closing. With respect to any matter constituting breach of a
Seller Undertakings, Purchaser shall first seek any available recovery under any insurance policies, service contracts and Lease
prior to seeking recovery from Seller, and Seller shall not be liable to Purchaser if Purchaser’s claim is satisfied from
such insurance policies, service contracts or Lease. Seller’s liability for breach of any Seller Undertakings shall be limited
as follows: (i) Seller shall have liability for breach of Seller Undertakings only if the valid claims for all such breaches
collectively aggregate more than Thirty Thousand Dollars ($30,000), in which event the full amount of such claims shall be actionable,
and (ii) Seller’s aggregate liability to Purchaser for breaches of the Seller Undertakings shall not exceed the amount
of One Hundred Fifty Thousand Dollars ($150,000) (the "Cap"), it being agreed that in no event shall Seller’s
aggregate liability for such breaches exceed the amount of the Cap. The provisions of this Section 5.3 shall survive the
Closing.


 


5.4          Covenants
of Seller. Seller hereby covenants as follows:


 


(a)          Between
the Effective Date and the Closing Date, Seller shall continue to operate the Property consistent with its current practices and
maintain the Property in its present condition, ordinary wear and tear excepted;


 


(b)          Between
the Effective Date and the Closing Date, Seller shall maintain all casualty, liability and hazard insurance currently in force
with respect to the Property; and


 


(c)          Between
the Effective Date and the Closing Date, Seller shall operate, manage and enter into contracts with respect to the Property, in
the same manner done by Seller prior to the date hereof, maintaining present services and sufficient supplies and equipment for
the operation and maintenance of the Property in the same manner as prior to the date hereof; provided, however, that Seller shall
not enter into any service contract that cannot be terminated within thirty (30) day's notice. Seller shall terminate, by giving
notice at Closing, any terminable service contracts that Purchaser does not elect to assume (which election shall be made in writing
by Purchaser to Seller on or prior to the expiration of the Inspection Period), provided that Purchaser shall be responsible for
any termination fees incurred in connection with the same if such fees were set forth in the service contracts made available
by Seller for review by Purchaser or otherwise disclosed in writing to Purchaser.


 




    	PURCHASE AGREEMENT	Page 12	 



    	 



    

 


5.5          Limitation
of Seller’s Representations and Warranties; Release.


 


(a)          AS-IS.
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.1 OF THIS AGREEMENT, PURCHASER ACKNOWLEDGES AND AGREES THAT PURCHASER IS PURCHASING
THE PROPERTY IN AN "AS-IS" CONDITION "WITH ALL FAULTS" AND WITHOUT ANY WARRANTIES, REPRESENTATIONS OR GUARANTEES,
EITHER EXPRESSED OR IMPLIED, OF ANY NATURE WHATSOEVER FROM OR ON BEHALF OF SELLER, INCLUDING WITHOUT LIMITATION, THOSE OF FITNESS
FOR A PARTICULAR PURPOSE AND USE. NOTHING CONTAINED IN THIS AGREEMENT SHALL BE DEEMED OR CONSTRUED TO WAIVE ANY FRAUD BY SELLER.


 


(b)          No
Reliance. Purchaser acknowledges that (i) Purchaser has had or will have, pursuant to this Agreement, an adequate opportunity
to make such legal, factual and other inquiries and investigation as Purchaser deems necessary, desirable or appropriate with
respect to the Property, and (ii) except as otherwise expressly set forth in Section 5.1 of this Agreement, neither Seller,
nor anyone acting for or on behalf of Seller, has made any representation, warranty, promise or statement, express or implied,
to Purchaser, or to anyone acting for or on behalf of Purchaser, concerning the Property or the condition, use or development
thereof. Purchaser represents that, in entering into this Agreement, Purchaser has not relied on any representation, warranty,
promise or statement, express or implied, of Seller, or anyone acting for or on behalf of Seller, other than as expressly set
forth in Section 5.1 of this Agreement, and that Purchaser shall purchase the Property based upon Purchaser’s own prior
investigation and examination of the Property. If Purchaser elects (A) not to inspect the Property, (B) to terminate this Agreement
on or before the expiration of the Inspection Period, or (C) to proceed to Closing, such election will be made at Purchaser’s
absolute discretion, in reliance solely upon the tests, analyses, inspections and investigations that Purchaser makes, or had
the right to make and opted not, or otherwise failed, to make, and not in reliance upon any alleged representation made by or
on behalf of Seller, except as set forth in Section 5.1.


 


(c)          Release.
Except as may be expressly provided in Section 5.1 of this Agreement, Purchaser, for itself and its successors in interest,
releases Seller from, and waives all claims and liability against Seller for, any structural, physical or environmental condition
at the Property, and hereby releases Seller from, and waives all liability against Seller attributable to, the structural, physical
or environmental condition of the Property, including without limitation the presence, discovery or removal of any hazardous materials
or substances in, at, about or under the Property, or connected with or arising out of any and all claims or causes of action
based upon CERCLA (Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by SARA Superfund
Amendment and Reauthorization Act of 1986 and as may be further amended from time to time) or any related claims or causes of
action or any other federal, state or municipal based statutory or regulatory causes of action for environmental contamination
at, in or under the Property. Notwithstanding the foregoing, any election by Purchaser to close upon the purchase of the Property
despite the presence of an adverse environmental condition on the Property shall not be deemed to be an assumption by Purchaser
of liability for third party claims against Seller relating to the physical condition of the Property prior to the Closing. The
provisions of this Section 5.5 shall survive indefinitely any Closing or termination of this Agreement and shall not be merged
into the Closing documents.


 




    	PURCHASE AGREEMENT	Page 13	 



    	 



    

 


5.6           Covenants
of Purchaser. Purchaser hereby covenants as follows:


 


During the Inspection
Period, Purchaser shall obtain a "Phase I" environmental report prepared for and at the expense of Purchaser with
respect to the Property by an environmental consultant selected by Purchaser.


 


(a)          If
requested to do so by Seller in writing, at Closing (or upon termination of this Agreement prior to Closing), Purchaser shall
deliver to Seller copies of any environmental reports, engineering reports, structural reports or other due diligence materials
prepared by third parties obtained by Purchaser with respect to the Property. Purchaser makes no representation or warranty, express
or implied, as to the accuracy or completeness of the information contained in any such reports, and Seller acknowledges that
such documents would be for informational purposes only and would not give Seller any cause of action against Purchaser or the
preparer thereof.


 


(b)          Purchaser
is currently in compliance with, and shall at all times during the term of this Agreement (including any extension thereof) remain
in compliance with, the regulations of OFAC and 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 relating thereto.


 


5.7           Tenant
Estoppel. It is a condition precedent to Purchaser's obligations to Close that Seller shall have delivered to Purchaser, no
later than five (5) days before the Closing Date (the "Estoppel Deadline"), a tenant estoppel ("Tenant
Estoppel Certificate") substantially in the form attached hereto as EXHIBIT J from the Tenant. The Tenant Estoppel
Certificate shall not fail to qualify if Tenant (a) inserts "to tenant's knowledge" or "in all material respects"
or other similar knowledge or materiality qualification to any of the statements contained in the Tenant Estoppel Certificate;
(b) delivers an estoppel letter that does not contain any more information than that which the tenant is required to give under
the Lease; or (c) inserts "approximately" or other similar qualification to the amount of square feet leased by the
Tenant. In no event will Seller be in default under this Agreement or have any liability to Purchaser if Seller is unable to obtain
the Tenant Estoppel Certificate. If Seller is unable to obtain the Tenant Estoppel Certificate prior to the expiration of the
Estoppel Deadline, either Seller or Purchaser may extend the Closing Date for up to an additional fifteen (15) days (without Purchaser
incurring any Extension Fee) to permit Seller to obtain the Tenant Estoppel Certificate. If Seller is unable to obtain the Tenant
Estoppel Certificate by the Closing Date, or if the Tenant Estoppel Certificate reflects that Seller is, or with the passage of
time will be, in default under the Lease, then Purchaser, as its sole and exclusive remedy, may either: (i) terminate this
Agreement by written notice to Seller whereupon the Earnest Money shall be returned to Purchaser, and the parties will have no
further rights or obligations under this Agreement, except for those rights or obligations that expressly survive termination;
or (ii) waive the requirement of the Tenant Estoppel Certificate and proceed to Closing without receiving any credit against
or reduction of the Purchase Price.


 


ARTICLE VI


 


DEFAULT; REMEDIES


 


6.1           Default
of Purchaser. In the event Purchaser fails to perform its obligations pursuant to this Agreement for any reason except failure
by Seller to perform hereunder or the permitted termination hereof by Purchaser or Seller in accordance with the express provisions
hereof, Seller shall be entitled, as its sole and exclusive remedy, to terminate this Agreement and recover the Earnest Money
as liquidated damages and not as a penalty, in full satisfaction of claims against Purchaser hereunder. Seller and Purchaser agree
that Seller’s damages resulting from Purchaser’s default are difficult, if not impossible, to determine and that the
Earnest Money is a fair estimate of those damages which has been agreed to in an effort to cause the amount of said damages to
be certain. In the event of Purchaser’s default and notwithstanding anything in this Section 6.1 to the contrary, Seller
shall have all remedies available at law or in equity in the event Purchaser or any party related to or affiliated with Purchaser
is asserting any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible
and marketable title to the Property.


 




    	PURCHASE AGREEMENT	Page 14	 



    	 



    

 


6.2           Default
of Seller. In the event Seller fails to perform its obligations pursuant to this Agreement for any reason except failure by
Purchaser to perform hereunder or the permitted termination hereof by Purchaser or Seller in accordance with the express provisions
hereof, then Purchaser may, as its sole and exclusive remedy, either: (i) terminate this Agreement by giving Seller timely
written notice of its election before or at Closing and recover the Earnest Money; (ii) enforce specific performance of Seller’s
obligations under this Agreement; or (iii) waive Seller's failure or breach and proceed to Closing. If Purchaser enforces specific
performance of this Agreement by Seller, Purchaser agrees that Purchaser shall be required to pay the entire Purchase Price
in Immediately Available Funds, and that Purchaser shall accept whatever title Seller has to the Property, if any, subject to
all liens, encumbrances and other matters affecting title to the Property (all of which shall be deemed Permitted Exceptions)
except for (A)  liens and encumbrances intentionally or deliberately placed by Seller on the Property after expiration of
the Inspection Period; (B) any liens granted by Seller under a deed of trust or other security instrument securing indebtedness
of Seller; (C) unpaid taxes and special assessments for any years before the year of Closing during which Seller has had
title to the Property; and (D) liens, encumbrances, and other matters that Seller is requested by Purchaser to cure or remove
or bond against and that Seller expressly and unconditionally agrees in writing, in response to that request, to cure or remove
or bond against (the matters described in items (A), (B), (C), and (D) are referred to herein as "Non-Permitted Liens"),
with no reduction in the Purchase Price, and in no event shall Seller be obligated to cure or remove or bond against any title
defects, liens, encumbrances, or other matters affecting title, other than Non-Permitted Liens. Notwithstanding anything herein
to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller
written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before
ten (10) Business Days following the scheduled Closing Date or, having given that notice, fails to file a lawsuit asserting
the claim or cause of action in Arapahoe County, Colorado, within sixty (60) days following the scheduled Closing Date. Unless
Purchaser in good faith either (1) disputes an allegation of Purchaser's default and promptly files suit for declaratory judgment
or (2) alleges a Seller default that continues after the notice and cure period set forth above and timely files suit for specific
performance and the action is pending, Purchaser may not place a lis pendens against all or any portion of the Property,
and Purchaser hereby waives and releases any right it may have under applicable law to file any lis pendens. In no event
or circumstance shall Purchaser be entitled to any consequential or punitive damages. Purchaser's remedies shall be limited to
those described in this Section 6.2. The provisions of this Section 6.2 shall survive the Closing or any termination
of this Agreement.


 


6.3           Post-Closing
Remedies. Notwithstanding the provisions of Sections 6.1 and 6.2 above, in the event that after the termination of this
Agreement or after Closing, as the case may be, a party (the "Defaulting Party") breaches an obligation hereunder
which is expressly stated herein to survive the termination of this Agreement or Closing, as the case may be, the Defaulting Party
shall be liable to the other party (the "Non-Defaulting Party") for the direct, actual damages incurred by the
Non-Defaulting Party as a direct result of such breach. In no event shall the Non-Defaulting Party be entitled to recover from
the Defaulting Party any punitive, consequential or speculative damages.


 




    	PURCHASE AGREEMENT	Page 15	 



    	 



    

 


ARTICLE VII


 


RISK OF LOSS


 


7.1           Minor
Damage. In the event of loss or damage to the Property or any portion thereof (the "premises in question") which
is not a Major Casualty (as hereinafter defined), this Agreement shall remain in full force and effect provided Seller elects
to perform any necessary repairs prior to Closing. If Seller elects not to do so, then Purchaser shall elect, at its option, either
to:  (ii) have Seller assign to Purchaser all of Seller’s right, title and interest to any claims and proceeds
Seller may have with respect to any casualty insurance policies or condemnation awards relating to the premises in question; or
(iii) reduce the cash portion of the Purchase Price in an amount equal to the reasonably estimated cost of such repairs,
Seller thereby retaining all of Seller’s right, title and interest to any claims and proceeds Seller may have with respect
to any casualty insurance policies or condemnation awards relating to the premises in question. For purposes hereof "Major
Casualty" shall mean the Improvements are damaged (i) by an insured fire or other casualty that would cost $500,000.00
or more to repair or (ii) by an uninsured casualty that Seller is unwilling or unable to repair on or before Closing or (iii)
a casualty which would permit the Tenant to terminate the Lease.


 


7.2           Major
Damage. In the event of a Major Casualty, either Seller or Purchaser may terminate this Agreement by written notice to the
other party, in which event the Earnest Money shall be returned to Purchaser and the parties shall have no further obligations
under this Agreement except of obligations which expressly survive the termination of this Agreement. If neither Seller nor Purchaser
elects to terminate this Agreement within ten (10) days after Seller sends Purchaser written notice of the occurrence of major
loss or damage, then Seller and Purchaser shall be deemed to have elected to proceed with Closing, in which event Seller shall,
at Seller’s option, either (a) perform any necessary repairs, or (b) assign to Purchaser all of Seller’s
right, title and interest to any claims and proceeds Seller may have with respect to any casualty insurance policies or condemnation
awards relating to the premises in question. Upon Closing, full risk of loss with respect to the Property shall pass to Purchaser.


 


7.3           Condemnation.
In the event that all or any substantial portion of the Project shall be taken in condemnation or under the right of eminent domain
prior to the Closing Date, Seller shall promptly notify Purchaser thereof. Within five (5) Business Days after receipt of the
foregoing notice, Purchaser shall notify Seller, electing either: (a) to proceed with this transaction and Closing in accordance
with this Agreement notwithstanding such condemnation; or (b) to terminate this Agreement, receive a refund of the Earnest Money
and neither party shall have any further rights or obligations under this Agreement except for those that expressly survive termination.
If Purchaser elects to proceed with this transaction pursuant to clause (a) above, or if there is a taking in condemnation or
eminent domain that does not affect a substantial portion of the Property, there shall be no reduction in the Purchase Price and
Seller shall (i) deliver to Purchaser at the Closing, or as soon thereafter as available, any proceeds actually received by Seller
attributable to the Property from such condemnation or eminent domain proceeding, and (ii) transfer and assign to Purchaser any
and all rights Seller may have with respect to payments by or from and with respect to recovery against any party for damages
or compensation relating to the Property on account of such condemnation or eminent domain proceeding. A failure by Purchaser
to notify Seller in writing within five (5) Business Days after receiving written notice of such taking shall be deemed an election
to proceed under clause (a) in this Section 7.3. If Purchaser elects (or is deemed to elect) to proceed under clause (a)
in this Section 7.3, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior
written consent. For purposes of this provision, a “substantial portion” of the Project shall be deemed to
include (A) any taking of any portion of the building on the Land or the Land underlying the building, (B) any taking of the lesser
of (I) five percent (5%) of the parking spaces for the Project, or (II) such number of parking spaces as would leave the Project
in violation of any zoning ordinance, lease, reciprocal easement agreement or declaration of covenants, conditions and restrictions
affecting the Project, and (C) any taking which materially alters the means of vehicular access to the Project.


 




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ARTICLE VIII


 


DISCLAIMERS AND WAIVERS


 


8.1           No
Reliance on Documents. Except as may be expressly provided in Section 5.1 of this Agreement, Seller makes no representation
or warranty as to the truth, accuracy or completeness of any materials, data or information delivered by Seller to Purchaser in
connection with the transaction contemplated hereby (including specifically, without limitation, the Property Documents). Purchaser
acknowledges and agrees that all materials, data and information delivered by Seller to Purchaser in connection with the transaction
contemplated hereby (including specifically, without limitation, the Property Documents) are provided to Purchaser as a convenience
only and that any reliance on or use of such materials, data or information by Purchaser shall be at the sole risk of Purchaser,
except as otherwise expressly stated herein. Without limiting the generality of the foregoing provisions, if any budget or similar
document is delivered by Seller to Purchaser, Seller makes no representation or warranty as to the accuracy thereof, nor shall
any such document be construed to impose upon Seller any duty to spend the amounts set forth in such budget or other document.


 


8.2           Disclaimers.
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.1 OF THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND
HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY,
INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE (OTHER THAN SELLER’S WARRANTY OF TITLE TO BE SET FORTH IN THE DEED), ZONING, TAX CONSEQUENCES, PHYSICAL OR
ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE
PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF THE PROPERTY DOCUMENTS OR ANY OTHER INFORMATION PROVIDED
BY OR ON BEHALF OF SELLER TO PURCHASER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. PURCHASER ACKNOWLEDGES AND AGREES
THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS, WITH
ALL FAULTS," EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. PURCHASER HAS NOT RELIED AND WILL NOT RELY
ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION
PERTAINING TO THE PROPERTY OR RELATING THERETO MADE OR FURNISHED BY SELLER, THE MANAGER OF THE PROPERTY, OR ANY REAL ESTATE BROKER
OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, VERBALLY OR IN WRITING,
UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. PURCHASER REPRESENTS TO SELLER THAT PURCHASER HAS CONDUCTED, OR WILL CONDUCT
PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS
THEREOF, AS PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE
OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL
RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT
THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. UPON
CLOSING, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE
PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INVESTIGATIONS, AND PURCHASER, UPON CLOSING,
SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION
(INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COURT
COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER AT
ANY TIME BY REASON OF OR ARISING OUT OF ANY CONSTRUCTION DEFECTS, PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING
ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY; PROVIDED,
HOWEVER, THAT THE FOREGOING PROVISION SHALL NOT BE CONSTRUED TO LIMIT ANY REMEDY PROVIDED TO PURCHASER UNDER SECTION 6.3
OF THIS AGREEMENT. PURCHASER AGREES THAT SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS SUBSTANCES OR OTHER ENVIRONMENTAL
CONDITIONS ON THE PROPERTY BE REQUIRED AFTER THE DATE OF CLOSING, SUCH CLEAN-UP, REMOVAL OR REMEDIATION SHALL BE THE RESPONSIBILITY
OF AND SHALL BE PERFORMED AT THE SOLE COST AND EXPENSE OF PURCHASER.


 




    	PURCHASE AGREEMENT	Page 17	 



    	 



    

 


8.3           Effect
and Survival of Disclaimers. Seller has informed Purchaser that the compensation to be paid to Seller for the Property has
been decreased to take into account that the Property is being sold subject to the provisions of this ARTICLE VIII. Seller and
Purchaser agree that the provisions of this ARTICLE VIII shall survive Closing.


 


ARTICLE IX


 


MISCELLANEOUS


 


9.1           Broker.
Seller and Purchaser represent each to the other that each has had no dealings with any broker, finder or other party concerning
Purchaser’s purchase of the Property except Newmark Grubb Knight Frank Capital Group ("Broker"). If (and
only if) the transaction that is the subject of this Agreement is consummated, Seller shall pay a commission to Broker pursuant
to a separate written agreement between Seller and Broker. Seller and Purchaser each hereby agree to indemnify and hold the other
harmless from all loss, cost, damage or expense (including reasonable attorney’s fees) incurred by the other as a result
of any claim arising out of the acts of the indemnifying party (or others on its behalf) for a commission, finder’s fee
or similar compensation made by any broker, finder or any party who claims to have dealt with such party except Broker. The foregoing
representations and warranties contained in this Section shall survive the Closing.


 


9.2           ERISA.
Purchaser represents that Purchaser is not an employee benefit plan or a governmental plan or a party in interest of either such
a plan, and that the funds being used to acquire the Property are not plan assets or subject to state laws regulating investments
of and fiduciary obligations with respect to a governmental plan. As used herein, the terms "employee benefit plan,"
"party in interest," "plan assets" and "governmental plan" shall have the respective meanings assigned
to such terms in ERISA, and the term "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended, and the regulations promulgated in connection therewith. Upon the request of Seller, Purchaser shall deliver to Seller
at Closing a certificate stating that the foregoing representations are true and correct and containing an agreement by Purchaser
to indemnify Seller against any inaccuracy in such representations. The foregoing covenants shall survive Closing.


 




    	PURCHASE AGREEMENT	Page 18	 



    	 



    

 


9.3           Assignment.
Purchaser may not assign its rights under this Agreement to anyone other than a Permitted Assignee (as hereinafter defined) without
first obtaining Seller’s written approval which may be given or withheld in Seller’s sole discretion. Subject to the
conditions set forth in this Section 9.3, Purchaser may assign its rights under this Agreement to a Permitted Assignee without
the prior written consent of Seller. In the event that Purchaser desires to assign its rights under this Agreement to a Permitted
Assignee, Purchaser shall send written notice to Seller at least five (5) business days prior to the effective date of such assignment
stating the name and, if applicable, the constituent persons or entities of the Permitted Assignee. Such assignment shall not
become effective until such Permitted Assignee executes an instrument whereby the Permitted Assignee expressly assumes each of
the obligations of Purchaser under this Agreement, including specifically, without limitation, all obligations concerning the
Earnest Money. No assignment shall release or otherwise relieve Purchaser from any obligations hereunder. For purposes of this
Section 9.3, the term "Permitted Assignee" shall mean an entity in which Marcel J.C. Arsenault owns or controls
a majority of the ownership interests in such entity. Notwithstanding anything to the contrary contained herein, Purchaser shall
not have the right to assign this Agreement to any assignee which, in the reasonable judgment of Seller, will cause the transaction
contemplated hereby or any party thereto to violate the requirements of ERISA. In order to enable Seller to make such determination,
Purchaser shall cause to be delivered to Seller such information as is requested by Seller with respect to a proposed assignee
and the constituent persons or entities of any proposed assignee, including specifically, without limitation, any pension or profit
sharing plans related thereto. Alternatively, Purchaser may deliver an Affidavit in a form reasonably acceptable to Seller confirming
that the assignment shall not cause the transaction contemplated hereby or any party hereto to violate the requirements of ERISA.


 


9.4           Confidentiality.
Prior to Closing, the information supplied to or made available to Purchaser by Seller pursuant to this Agreement shall not be
released or disclosed to any parties other than to Purchaser’s partners, employees, consultants, attorneys, engineers, licensees,
prospective investors, and lenders involved in this transaction who are responsible for determining the feasibility of Purchaser’s
acquisition of the Property and who have agreed to preserve the confidentiality of such information as required (collectively,
"Permitted Outside Parties"). Disclosure of such information to anyone other than Permitted Outside Parties shall
not be made without the prior written consent of Seller. In the event that this transaction is not closed for any reason, then
(a) Purchaser shall refrain, and shall cause its agents, representatives and accountants to refrain, from disclosing all
such information to any other party, (b) Purchaser shall promptly return to Seller any statements, documents, schedules,
exhibits or other written information obtained from Seller in connection with this Agreement or the transaction contemplated herein,
and (c) notwithstanding anything to the contrary contained elsewhere in this Agreement, the covenant set forth in the foregoing
clauses (a) and (b) shall survive any termination of this Agreement. In no event shall Purchaser issue any press releases
prior to or in connection with the Closing regarding any of the terms contained herein or the transactions contemplated herein
without the consent of Seller. In the event of a breach or threatened breach by Purchaser or its agents or representatives of
this Section 9.4, Seller shall be entitled to an injunction restraining Purchaser or its agents or representatives from disclosing,
in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting Seller from pursuing any
other available remedy at law or in equity for such breach or threatened breach. Seller expressly acknowledges and agrees that
it shall not be entitled to receive the Deposit as liquidated damages solely as a result of a breach of the provisions of this
Section 9.4.


 


9.5           Notice.
All notices required or permitted hereunder shall be in writing and shall be served on the parties at the following address:


 




    	PURCHASE AGREEMENT	Page 19	 



    	 



    

 


	If to Seller:	Behringer Harvard 7400 Tucson, LLC 
	 	15601 Dallas Parkway, Suite 600
	 	Dallas, Texas 75001
	 	Attention: James D. Fant
	 	Telephone: 214.655.1600
	 	Facsimile: 214-655-1601
	 	E-mail: jfant@behringerharvard.com
	 	 
	with a copy to:	Behringer Harvard Funds
	 	15601 Dallas Parkway, Suite 600
	 	Dallas, Texas 75001
	 	Attention: Jeffrey T. Carter
	 	Telephone: 214.655.1600
	 	Facsimile: 214.655.1601
	 	E-mail: jcarter@behringerharvard.com
	 	 
	with a copy to:	Haynes and Boone, LLP
	 	2323 Victory Avenue, Suite 700
	 	Dallas, Texas 75219
	 	Attention: Richard K. Martin
	 	Telephone: 214.651.5508
	 	Facsimile: 214.200.0740
	 	E-mail: rick.martin@haynesboone.com
	 	 
	If to Purchaser:	Arsenault Holdings, LLC
	 	371 Centennial Parkway, Suite 200
	 	Louisville, Colorado 80027
	 	Attention: Graham Riley
	 	Telephone: 303-466-2500
	 	Facsimile: 303-466-4202
	 	Email: griley@realcapitalsolutions.com
	 	 
	With a copy to:	Arsenault Holdings, LLC
	 	371 Centennial Parkway, Suite 200
	 	Louisville, Colorado 80027
	 	Attention: Jeanne Graca
	 	Telephone: 303-466-2500
	 	Facsimile: 303-466-4202
	 	Email: jgraca@realcapitalsolutions.com


 


Any such notices shall be either (a) 
sent by a nationally recognized overnight courier, in which case it shall be deemed delivered one business day after deposit with
such courier, (b) by facsimile transmission, in which case notice shall be deemed delivered upon receipt of confirmation
of transmission and provided a copy is also delivered via email transmission, or (c) delivered by hand delivery, in which
case it shall be deemed delivered upon receipt. The above addresses may be changed by written notice to the other party; provided,
however, that no notice of a change of address shall be effective until actual receipt of such notice. Copies of notices are for
informational purposes only, and a failure to give or receive copies of any notice shall not be deemed a failure to give notice.


 




    	PURCHASE AGREEMENT	Page 20	 



    	 



    

 


9.6           Time
of Essence. Time is of the essence in this Agreement.


 


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


 


9.8           Captions.
The captions in this Agreement are inserted for convenience of reference and in no way define, describe or limit the scope or
intent of this Agreement or any of the provisions hereof.


 


9.9           Binding
Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives,
successors and permitted assigns.


 


9.10         Entire
Agreement; Modifications. This Agreement contains the entire agreement between the parties relating to the transactions contemplated
hereby and all prior or contemporaneous agreements, understandings, representations or statements, oral or written, are superseded
hereby. No waiver, modification amendment, discharge or change of this Agreement shall be valid unless the same is in writing
and signed by the party against which the enforcement of such modification, waiver, amendment discharge or change is sought.


 


9.11         Partial
Invalidity. Any provision of this Agreement which is unenforceable or invalid or the inclusion of which would affect the validity,
legality or enforcement of this Agreement shall be of no effect, but all the remaining provisions of this Agreement shall remain
in full force and effect.


 


9.12         Discharge
of Obligations. Except as otherwise expressly provided herein, the acceptance of the Deed by Purchaser at Closing shall be
deemed to be a full performance and discharge of every representation, warranty and covenant made by Seller herein and every agreement
and obligation on the part of Seller to be performed pursuant to the provisions hereof, and such representations, warranties and
covenants shall be deemed to merge into the documents delivered at Closing.


 


9.13         Limited
Liability. Purchaser agrees that it does not have and will not have any claims or causes of action against any disclosed or
undisclosed officer, director, employee, trustee, shareholder, partner, principal, parent, subsidiary or other affiliate of Seller,
or any officer, director, employee, trustee, shareholder, partner or principal of any such parent, subsidiary or other affiliate
(collectively, "Sellers’ Affiliates"), arising out of or in connection with this Agreement or the transactions
contemplated hereby. Purchaser agrees to look solely to Seller and its assets for the satisfaction of any liability or obligation
arising under this Agreement or the transactions contemplated hereby, or for the performance of any of the covenants, warranties
or other agreements contained herein, and further agrees not to sue or otherwise seek to enforce any personal obligation against
any of Sellers’ Affiliates with respect to any matters arising out of or in connection with this Agreement or the transactions
contemplated hereby. The provisions of this Section 9.13 shall survive the termination of this Agreement and the Closing.


 


9.14         No
Third Party Rights. Nothing in this Agreement, express or implied, is intended to confer upon any person, other than the parties
hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.


 


9.15         Further
Assurances. Both Seller and Purchaser agree that it will without further consideration execute and deliver such other documents
and take such other action, whether prior or subsequent to Closing, as may be reasonably requested by the other party to consummate
more effectively the transactions contemplated hereby.


 




    	PURCHASE AGREEMENT	Page 21	 



    	 



    

 


9.16         Construction.
The parties acknowledge that the parties and their counsel have reviewed and revised this Agreement and that the normal rule of
construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation
of this Agreement or any exhibits or amendments hereto.


 


9.17         Calculation
of Time Periods. Unless otherwise specified, in computing any period of time described in this Agreement, the day of the act
or event after which the designated period of time begins to run is not to be included and the last day of the period so computed
is to be included, unless such last day is a Saturday, Sunday or legal holiday under the laws of the State of Texas, in which
event the period shall run until the end of the next day which is neither a Saturday, Sunday or legal holiday. The final day of
any such period shall be deemed to end at 5 p.m., Dallas, Texas time.


 


9.18         Applicable
Law. THIS AGREEMENT IS PERFORMABLE IN ARAPAHOE COUNTY, COLORADO, AND SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE SUBSTANTIVE FEDERAL LAWS OF THE UNITED STATES AND THE LAWS OF THE STATE OF COLORADO. PURCHASER HEREBY IRREVOCABLY
SUBMITS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN DENVER COUNTY, COLORADO, IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT AND HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING SHALL
BE HEARD AND DETERMINED IN A STATE OR FEDERAL COURT SITTING IN DENVER COUNTY, COLORADO. IF EITHER PARTY SHALL EMPLOY AN ATTORNEY
TO ENFORCE OR DEFINE THE RIGHTS OF SUCH PARTY HEREUNDER, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER FROM THE NONPREVAILING
PARTY ALL OF ITS REASONABLE EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES. PURCHASER AND SELLER AGREE THAT THE PROVISIONS
OF THIS SECTION SHALL SURVIVE THE CLOSING OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT.


 


9.19        Exhibits
and Schedules. The following schedules or exhibits attached hereto (herein sometimes being referred to as "Exhibit")
shall be deemed to be an integral part of this Agreement:


 


	Exhibit A	Legal Description;
	Exhibit B	Property Documents
	Exhibit C	Special Warranty Deed
	Exhibit D	Bill of Sale
	Exhibit E	Assignment of Lease
	Exhibit F	Assignment and Assumption of Intangible Property and Other Rights
	Exhibit G	Tenant Notice Letter
	Exhibit H	FIRPTA Affidavit
	Exhibit I	Agreement Regarding Disclaimers
	Exhibit J	Form of Tenant Estoppel Certificate
	Exhibit K	Escrow Agreement


 


9.20        Tender
of Offer. Upon execution of this Agreement by Purchaser and delivery of same to Seller, this Agreement shall constitute an
offer which has been submitted by Purchaser to Seller for Seller’s approval. By executing this Agreement and submitting
same to Seller, Purchaser acknowledges and agrees as follows: (a) this Agreement may be approved or disapproved by Seller
in its sole and unfettered discretion, with Seller having the right to disapprove this Agreement for any reason whatsoever, and
(b) Seller’s approval of this Agreement shall be evidenced only by Seller’s execution of this Agreement and delivery
of a counterpart hereof executed by both Seller and Purchaser to the Title Company. Purchaser acknowledges that Purchaser has
not, will not and cannot rely upon any other statement or action of Seller or its representatives as evidence of Seller’s
approval of this Agreement.


 




    	PURCHASE AGREEMENT	Page 22	 



    	 



    

 


9.21         Like
Kind Exchange. In the event that either Seller elects to sell the Property or Purchaser elects to acquire the Property as
part of a like kind exchange pursuant to Section 1031 of the Internal Revenue Code, each party agrees to cooperate with the
other in connection therewith and to execute and deliver all documents which reasonably may be required to effectuate such exchange
as a qualified transaction pursuant to Section 1031 of the Code; provided that: (a) the Closing shall not be delayed;
(b) the party cooperating in such like-kind exchange incurs no additional cost or liability in connection with the like-kind
exchange; (c) the party electing the like-kind exchange pays all costs associated with such like-kind exchange; and (d) neither
party is obligated to take title to any property other than the Property.


 


[SIGNATURES FOLLOW ON
NEXT PAGE]


 




    	PURCHASE AGREEMENT	Page 23	 



    	 



    

 


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


 


	 	SELLER:
	 	 
	Dated: July __, 2013	BEHRINGER HARVARD 7400 TUCSON WAY, LLC, a Colorado limited liability company
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	PURCHASER:
	 	 
	Dated: July ___, 2013	ARSENAULT HOLDINGS, LLC, a Colorado limited liability company
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


ACKNOWLEDGMENT BY TITLE COMPANY


 


The Title Company
hereby acknowledges receipt of (a) a counterpart of this Agreement executed by Seller and Purchaser on the ___ day of July
2013, and (b) Earnest Money from Purchaser in the amount of ____________________ Dollars ($_______________) on the ___ day
of July, 2013.


 


	 	CHICAGO TITLE INSURANCE COMPANY
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	PURCHASE AGREEMENT	Page 24	 



    	 



    

 


EXHIBIT
A


 


Legal
Description


 


Lot 1, Arapahoe Airport Center Joint Venture Filing No. 25,
as per the plat recorded September 10, 2001 at Reception No. B1153795, County of Arapahoe, State of Colorado.


 




    	Exhibit A – Page 1



    	 



    

 


PRoperty
DOCUMENTS


 


Seller shall deliver
the following to Purchaser to the extent in Seller’s possession:


 


		1.	Copies of the Lease, including
                                         any and all modifications or amendments thereto.



 


		2.	The rent rolls for the Property
                                         for 2011, 2012 and 2013 through the month in which this Agreement is executed, or if
                                         not yet available, the most recently available month, in the form customarily prepared
                                         for Seller by the current manager of the Property.



 


		3.	Copies of all vendor and service
                                         contracts to which Seller is a party that are currently in effect with respect to the
                                         Property, including, but not limited to, all agreements for the provision of janitorial,
                                         maintenance, trash removal, landscaping and security services, to the extent in Seller’s
                                         possession.



 


		4.	Operating statements of the Property
                                         for 2011, 2012 and 2013 in the format customarily prepared for Seller by the current
                                         manager of the Property.



 


		5.	Copies of the ad valorem and personal
                                         property tax statements covering the Property for the current tax year (if available)
                                         and for the previous two (2) years.



 


		6.	All Governmental licenses and
                                         permits issued to Seller with respect to the Property to the extent in Seller’s
                                         possession, including specifically, without limitation, building permits, certificates
                                         of occupancy, and special or conditional use permits in Seller’s possession.



 


		7.	Plans and specifications for the
                                         Improvements, to the extent in Seller’s possession.



 


		8.	Copies of all guaranties and warranties
                                         covering the Property, to the extent in Seller’s possession.



 


		9.	An Accounts Receivable report
                                         in the format customarily prepared for Seller by the current manager of the Property.



 


		10.	Capital expenditure report for
                                         2011, 2012 and 2013 to date.



 


		11.	Copies of any current lawsuits
                                         affecting the Property as well as copies of any documents reflecting existing claims
                                         related to the Property.



 


		12.	Current Certificates of Insurance
                                         of Seller.



 


		13.	Copies of any environmental site
                                         assessments and geotechnical reports regarding the Property in Seller's possession.



 




    	Exhibit B – Page 1



    	 



    

 


		14.	Copies of insurance loss runs
                                         for 2011, 2012 and 2013 to date.



 


		15.	Seller's current operating budget
                                         for the Property; Seller having advised Purchaser that the day to day operations of the
                                         Property are carried out by the Tenant.



 


		16.	Seller shall cooperate with Tenant
                                         to make available at the Property any Plans and Specifications for the Property.



 


		17.	Seller will make available for
                                         inspection at its offices in Denver, Colorado or at the Property correspondence files
                                         between Seller and Tenant.



 


		18.	Any existing ALTA surveys and
                                         title insurance policies for benefit of Seller (which the amount of coverage redacted)
                                         for the Property.



 


		19.	Any existing appraisals of the
                                         Property.



 


		20.	Copies of trailing 12 month billing
                                         statements and previous 3 years CAM reconciliations and any aged receivable report.



 


		21.	Inventory of any Personal Property.



 


		22.	Any utility agreements for the
                                         Property entered into by the Seller.



 




    	Exhibit B – Page 2



    	 



    

 


EXHIBIT
C


 


SPECIAL
WARRANTY DEED


 


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


 


THAT BEHRINGER HARVARD
7400 TUCSON WAY, LLC, a Colorado limited liability company (hereinafter referred to as "Grantor"), for and in consideration
of the sum of Ten Dollars ($10.00) and other good and valuable consideration to it in hand paid by ____________________, a ____________________
(hereinafter referred to as "Grantee"), whose mailing address is ________________________________________, the receipt
and sufficiency of which consideration are hereby acknowledged, has GRANTED, BARGAINED, SOLD and CONVEYED, and by these presents
does hereby GRANT, BARGAIN, SELL and CONVEY, unto Grantee all of the real property situated in __________ County, __________,
described on Exhibit A attached hereto and made a part hereof for all purposes, together with all and singular the
rights, benefits, privileges, easements, tenements, hereditaments and appurtenances thereon or in anywise appertaining thereto,
and together with all improvements situated thereon and any right, title and interest of Grantor in and to adjacent streets, alleys
and rights-of-way (said land, rights, benefits, privileges, easements, tenements, hereditaments, appurtenances, improvements and
interests being hereinafter referred to collectively as the "Property").


 


This conveyance is
made subject to the matters set forth on Exhibit B (such matters being referred to herein as the "Permitted Exceptions").


 


TO HAVE AND TO HOLD
the Property, subject to the Permitted Exceptions, as aforesaid, unto Grantee, its successors and assigns, forever; and Grantor
does hereby bind itself and its successors and assigns, to WARRANT AND FOREVER DEFEND all and singular the Property unto Grantee,
its successors and assigns, against every person whomsoever lawfully claiming or to claim the same, or any part thereof, by, through
or under Grantor, but not otherwise.


 


By acceptance of this
Special Warranty Deed, Grantee assumes payment of all property taxes on the Property for the year 2013 and subsequent years.


 




    	Exhibit C – Page 1



    	 



    

 


IN WITNESS WHEREOF,
this Special Warranty Deed has been executed by Grantor to be effective as of the ___ day of _______________ 2013.


 


	 	GRANTOR:
	 	 
	 	BEHRINGER HARVARD 7400 TUCSON WAY, LLC, a Colorado limited liability company
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


	THE STATE OF TEXAS	§
	 	§
	COUNTY OF DALLAS	§


 


This instrument was
acknowledged before me on the ___ day of _______________ 2013, by ____________________, ____________________ of BEHRINGER HARVARD
7400 TUCSON WAY, LLC, a Colorado limited liability company, on behalf of said limited liability company.


 


	 	 
	 	Notary Public


 




    	Exhibit C – Page 2



    	 



    

 


EXHIBIT
D


 


BILL
OF SALE


 


Seller, BEHRINGER
HARVARD 7400 TUCSON WAY, LLC, a Colorado limited liability company ("Seller"), having its principal place of business
at Dallas, Texas, in consideration of Ten Dollars ($10.00), receipt of which is hereby acknowledged, does hereby sell, assign,
transfer and set over to ____________________, a ____________________ ("Purchaser"), the following described personal
property, to-wit:


 


All
of the furniture, fixtures, equipment, machines, apparatus, supplies and personal property, of every nature and description,
and all replacements thereof now owned by Seller and located in or on the real estate described on Exhibit A attached
hereto and made a part hereof, excepting therefrom any furniture, furnishings, fixtures, business equipment or articles of personal
property belonging to tenants occupying the improvements situated on said real estate, or otherwise excluded pursuant to Tenant
Estoppel Certificates executed by such tenants in connection with the sale and purchase of the real property and improvements
thereon described in that certain Purchase Agreement between Seller and Purchaser dated _______________, 2013.


 


SELLER MAKES NO WARRANTY
OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE IN RESPECT OF THE FOREGOING PROPERTY, AND THE SAME IS SOLD IN
"AS IS, WHERE IS" CONDITION, WITH ALL FAULTS. BY EXECUTION OF THIS BILL OF SALE, PURCHASER AFFIRMS THAT IT HAS NOT RELIED
ON SELLER’S SKILL OR JUDGMENT TO SELECT OR FURNISH THE FOREGOING PROPERTY FOR ANY PARTICULAR PURPOSE, THAT SELLER MAKES
NO WARRANTY OF MERCHANTABILITY, QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE, AND THAT THE FOREGOING PROPERTY IS BEING SOLD
TO PURCHASER WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY.


 


IN WITNESS WHEREOF,
Seller has caused this Bill of Sale to be signed and sealed in its name by its officers thereunto duly authorized this ___ day
of _______________ 2013.


 


	 	SELLER:
	 	 
	 	BEHRINGER HARVARD 7400 TUCSON WAY, LLC, a Colorado limited liability company
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	Exhibit D – Page 1



    	 



    

 


	THE STATE OF TEXAS	§
	 	§
	COUNTY OF DALLAS	§


 


This instrument was
acknowledged before me on the ___ day of _______________ 2013, by ____________________, ____________________ of BEHRINGER HARVARD
7400 TUCSON WAY, LLC, a Colorado limited liability company, on behalf of said limited liability company.


 


	 	 
	 	Notary Public


 




    	Exhibit D – Page 2



    	 



    

 


EXHIBIT
E


 


ASSIGNMENT
OF LEASE


 


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


 


BEHRINGER HARVARD
7400 TUCSON WAY, LLC, a Colorado limited liability company ("Assignor"), in consideration of the sum of Ten Dollars
($10.00) in hand paid and other good and valuable consideration, the receipt of which is hereby acknowledged, hereby assigns,
transfers, sets over and conveys to ____________________, a ____________________ ("Assignee"), all of Assignor’s
right, title and interest in and to the Office Lease dated as of March 23, 2012 by and between Assignor, as landlord and Lockheed
Martin Corporation, a Maryland corporation, as tenant, ("Existing Lease"); provided, however, that Assignor reserves
and retains for itself any and all claims and causes of action that have accrued to Assignor under the Existing Lease prior to
the effective date of this Assignment of Lease.


 


IN WITNESS WHEREOF,
Assignor has executed this Assignment to be effective as of the ___ day of _______________ 2013.


 


	 	ASSIGNOR:
	 	 
	 	BEHRINGER HARVARD 7400 TUCSON WAY, LLC, a Colorado limited liability company
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


  


	THE STATE OF TEXAS	§
	 	§
	COUNTY OF DALLAS	§


 


This instrument was
acknowledged before me on the ___ day of _______________ 2013, by ____________________, ____________________ of BEHRINGER HARVARD
7400 TUCSON WAY, LLC, a Colorado limited liability company, on behalf of said limited liability company.


 


	 	 
	 	Notary Public


 




    	Exhibit E – Page 1



    	 



    

 


ACCEPTANCE


 


Assignee hereby accepts
the foregoing Assignment of Lease and agrees to assume, fulfill, perform and discharge all the various commitments, obligations
and liabilities of Assignor under and by virtue of the Existing Lease hereby assigned, which arise on or after the effective date
hereof.


 


IN WITNESS WHEREOF,
this Acceptance has been executed to be effective as of the ___ day of _______________ 2013.


 


	 	ASSIGNEE:
	 	____________________,
	 	a __________ __________
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


  


	THE STATE OF ____________________	§
	 	§
	COUNTY OF ____________________	§


 


This instrument was
acknowledged before me on the ___ day of _______________ 20___, by ____________________, ____________________ of ____________________,
a ____________________, on behalf of said ____________________.


 


	 	 
	 	Notary Public


 




    	Exhibit E – Page 2



    	 



    

 


EXHIBIT
F


 


ASSIGNMENT
AND ASSUMPTION OF INTANGIBLE PROPERTY


AND
OTHER RIGHTS


 


	THE STATE OF ____________________	§	 
	 	§	KNOW ALL MEN BY THESE PRESENTS:
	COUNTY OF _________________	§	 


 


FOR VALUE RECEIVED,
BEHRINGER HARVARD 7400 TUCSON WAY, LLC, a Colorado limited liability company ("Assignor"), hereby conveys, assigns,
transfers, and sets over unto ____________________, a ____________________ ("Assignee"), all the right, title and interest
of Assignor in and to any and all intangible property owned by Assignor and used in connection with the real estate described
on Exhibit A attached hereto and made a part hereof, and the buildings and improvements located thereon ("Property"),
including without limitation, the right, if any, to use the name "____________________ Office Building" (specifically
excluding, however the name "Behringer Harvard," any derivative thereof or any name which includes the name "Behringer
Harvard" or any derivative thereof), all plans and specifications in the possession of Assignor which were prepared in connection
with any of the Property, all assignable licenses, permits and warranties now in effect with respect to the Property, all assignable
written contracts and commitments, if any, described on Exhibit B attached hereto and made a part hereof, all assignable
equipment leases and all rights of Assignor thereunder relating to equipment located on the Property which will survive the closing
hereunder, but excluding cash on hand and in bank and escrow accounts, and further excluding any furniture, furnishings, fixtures,
business equipment or articles of personal property belonging to tenants occupying the Property or otherwise excluded pursuant
to Tenant Estoppel Certificates executed by such tenants in accordance with that certain Purchase Agreement between Assignor,
as seller, and Assignee, as purchaser, dated _______________, 2013, for the sale and purchase of the Property.


 


This Assignment shall
be binding upon and shall inure to the benefit of Assignor, Assignee and their respective successors and assigns.


 


IN WITNESS WHEREOF,
Assignor has executed this Assignment and Assumption of Intangible Property and Other Rights to be effective as of the ___ day
of _______________ 2013.


 


	 	ASSIGNOR:
	 	 
	 	BEHRINGER HARVARD 7400 TUCSON WAY, LLC, a Colorado limited liability company
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	Exhibit F – Page 1



    	 



    

 


ACCEPTANCE


 


Assignee hereby accepts
the foregoing Assignment and Assumption of Intangible Property and Other Rights and agrees to become responsible for and assume,
fulfill, perform, discharge and observe all obligations, covenants, conditions and provisions accruing or arising or required
from and after the date hereof with respect to the above-described property.


 


IN WITNESS WHEREOF,
this Acceptance has been executed by Assignee to be effective as of the ___ day of _______________ 2013.


 


	 	ASSIGNEE:
	 	____________________,
	 	a __________ __________
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	Exhibit F – Page 2



    	 



    

 


EXHIBIT
G


 


Notice
of Purchase and Lease Assignment to Tenant


 


_______________, 2013


Lockheed Martin Corporation


c/o LMC Properties, Inc.


100 S. Charles Street, Suite 1400


Baltimore, Maryland 21201


Attention: Lease Admin


 


Lockheed Martin Corporation


c/o LMC Properties, Inc.


12999 Deer Creek Canyon Road


Littleton, Colorado 80127


Attention: Lease Admin


 


Re: Sale of 7400 Tucson Way, Centennial,
Colorado


 


Gentlemen:


 


Please be advised
that ____________________ ("Purchaser") has purchased the captioned property, in which you occupy space as a tenant
pursuant to the Office Lease dated _______________, 20___ (the "Lease"), from BEHRINGER HARVARD 7400 TUCSON WAY, LLC,
a Colorado limited liability company ("Behringer Harvard"), the previous owner thereof. In connection with such purchase,
Behringer Harvard has assigned its interest as landlord in the Lease to Purchaser and has transferred your security deposit in
the amount of $N/A (the "Security Deposit") to Purchaser. Purchaser specifically acknowledges the receipt of and responsibility
for the Security Deposit, the intent of Purchaser and Behringer Harvard being to relieve Behringer Harvard of any liability for
the return of the Security Deposit.


 


All rental and other
payments that become due subsequent to the date hereof should be payable to ____________________ and should be addressed as follows:


 


____________________


____________________


____________________


 


In addition, all notices
from you to the landlord concerning any matter relating to your tenancy should be sent to ____________________ at the address
above.


 




    	Exhibit G – Page 1



    	 



    

 


	 	Very truly yours,
	 	 
	 	____________________,
	 	a __________ __________
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	BEHRINGER HARVARD 7400 TUCSON WAY, LLC, a Colorado limited liability company
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	Exhibit G – Page 2



    	 



    

 


EXHIBIT
H


 


FIRPTA
AFFIDAVIT


 


	THE STATE OF TEXAS	§
	 	§
	COUNTY OF DALLAS	§


 


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. To inform ____________________, a __________ __________ ("Transferee"), that withholding of tax is
not required upon the disposition of a U.S. real property interest by BEHRINGER HARVARD 7400 TUCSON WAY, LLC, a Colorado limited
liability company ("Transferor"), the undersigned hereby certifies as follows:


 


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’s
U.S. employer identification number is: #__________;


 


3.          Transferor’s
office address is 15601 Dallas Parkway, Suite 600, Addison, Texas 75001.


 


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


 


Under penalties of
perjury, the undersigned, in the capacity set forth below, hereby declares that he has examined this certification and to the
best of his knowledge and belief it is true, correct, and complete, and the undersigned further declares that he has authority
to sign this document in such capacity.


 


EXECUTED to be effective
as of the ___ day of _______________ 2013.


 


	 	TRANSFEROR:
	 	 
	 	BEHRINGER HARVARD 7400 TUCSON WAY, LLC, a Colorado limited liability company
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	Exhibit H – Page 1



    	 



    

 


SWORN TO AND SUBSCRIBED
BEFORE ME this ___ day of _______________ 2013.


 


	 	 
	 	Notary Public


 




    	Exhibit H – Page 2



    	 



    

 


EXHIBIT
I


 


AGREEMENT
REGARDING DISCLAIMERS


 


This Agreement Regarding
Disclaimers (this "Agreement") is made to be effective as of the ___ day of _______________ 2013, by ____________________,
a __________ __________ ("Purchaser"), for the benefit of BEHRINGER HARVARD 7400 TUCSON WAY, LLC, a Colorado limited
liability company ("Seller").


 


RECITALS


 


A.           Seller
and Purchaser executed that certain Purchase Agreement (herein so called) dated to be effective as of the ___ day of _______________
2013, regarding the sale and purchase of certain property more specifically described therein (the "Property").


 


B.           The
Purchase Agreement requires that at Closing (as defined in the Purchase Agreement) Purchaser and its counsel shall execute this
Agreement;


 


NOW THEREFORE, Purchaser
does hereby confirm and agree as follows:


 


1.          No
Reliance. Purchaser acknowledges and agrees that Purchaser has had ample opportunity to review documents concerning the Property
and to conduct physical inspections of the Property, including specifically, without limitation, inspections regarding the environmental
condition of the Property, the structural condition of the Property, and the compliance of the Property with the Americans with
Disabilities Act of 1990, 42 U.S.C. §12101 et seq. Purchaser hereby represents, warrants and agrees that (a) Purchaser
has examined the Property and is familiar with the physical condition thereof and has conducted such investigations of the Property
(including without limitation the environmental condition thereof) as Purchaser has deemed necessary to satisfy itself as to the
condition of the Property and the existence or nonexistence, or curative action to be taken with respect to, any hazardous or
toxic substances on or discharged from the Property, (b) except as expressly set forth in Section 5.1 of the Purchase
Agreement, neither Seller nor Broker (as defined in the Purchase Agreement), nor any affiliate, agent, officer, employee or representative
of any of the foregoing has made any verbal or written representations, warranties, promises or guarantees whatsoever to Purchaser,
express or implied, and in particular, that no such representations, warranties, guarantees or promises have been made with respect
to the physical condition, operation, or any other matter or thing affecting or related to the Property or the offering or sale
of the Property, and (c) Purchaser has not relied upon any representations, warranties, guarantees or promises or upon any
statements made or any information provided concerning the Property provided or made by Seller or Broker, or their respective
agents and representatives, and Purchaser has elected to purchase the Property after having made and relied solely on its own
independent investigation, inspection, analysis, appraisal and evaluation of the Property and the facts and circumstances related
thereto. Without limiting the generality of the foregoing, Purchaser acknowledges and agrees that neither Seller nor Broker has
any obligation to disclose to Purchaser, and shall have no liability for its failure to disclose to Purchaser, any information
known to it relating to the Property. Purchaser acknowledges and agrees that all materials, data and information delivered to
Purchaser by or through Seller or Broker in connection with the transaction contemplated herein have been provided to Purchaser
as a convenience only and that any reliance on or use of such materials, data or information by Purchaser shall be at the sole
risk of Purchaser.


 




    	Exhibit I – Page 1



    	 



    

 


2.          Disclaimers.
PURCHASER ACKNOWLEDGES AND AGREES THAT THE PROPERTY HAS BEEN SOLD AND CONVEYED TO PURCHASER AND PURCHASER HAS ACCEPTED THE PROPERTY
"AS IS, WHERE IS, WITH ALL FAULTS." EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 5.1 OF THE
PURCHASE AGREEMENT AND THE LIMITED WARRANTY OF TITLE EXPRESSLY SET FORTH IN THE DEED FROM SELLER TO PURCHASER, SELLER HEREBY EXPRESSLY
DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY.
WITHOUT LIMITING THE GENERALITY OF THE PRECEDING SENTENCE OR ANY OTHER DISCLAIMER SET FORTH HEREIN, SELLER AND PURCHASER HEREBY
AGREE THAT SELLER HAS NOT MADE AND IS NOT MAKING ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AS TO
(A) THE NATURE OR CONDITION, PHYSICAL OR OTHERWISE, OF THE PROPERTY OR ANY ASPECT THEREOF, INCLUDING, WITHOUT LIMITATION,
ANY WARRANTIES OF HABITABILITY, SUITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, (B) THE NATURE
OR QUALITY OF CONSTRUCTION, STRUCTURAL DESIGN OR ENGINEERING OF THE IMPROVEMENTS OR THE STATE OF REPAIR OR LACK OF REPAIR OF ANY
OF THE IMPROVEMENTS, (C) THE QUALITY OF THE LABOR OR MATERIALS INCLUDED IN THE IMPROVEMENTS, (D) THE SOIL CONDITIONS,
DRAINAGE CONDITIONS, TOPOGRAPHICAL FEATURES, ACCESS TO PUBLIC RIGHTS-OF-WAY, AVAILABILITY OF UTILITIES OR OTHER CONDITIONS OR
CIRCUMSTANCES WHICH AFFECT OR MAY AFFECT THE PROPERTY OR ANY USE TO WHICH PURCHASER MAY PUT THE PROPERTY, (E) ANY CONDITIONS
AT OR WHICH AFFECT OR MAY AFFECT THE PROPERTY WITH RESPECT TO ANY PARTICULAR PURPOSE, USE, DEVELOPMENT POTENTIAL OR OTHERWISE,
(F) THE AREA, SIZE, SHAPE, CONFIGURATION, LOCATION, CAPACITY, QUANTITY, QUALITY, CASH FLOW, EXPENSES, VALUE, MAKE, MODEL,
COMPOSITION, AUTHENTICITY OR AMOUNT OF THE PROPERTY OR ANY PART THEREOF, (G) EXCEPT FOR THE LIMITED WARRANTY OF TITLE EXPRESSLY
SET FORTH IN THE DEED, THE NATURE OR EXTENT OF TITLE TO THE PROPERTY, OR ANY EASEMENT, RIGHT-OF-WAY, LEASE, POSSESSION, LIEN,
ENCUMBRANCE, LICENSE, RESERVATION, CONTRACT, CONDITION OR OTHERWISE THAT MAY AFFECT TITLE TO THE PROPERTY, (H) ANY ENVIRONMENTAL,
GEOLOGICAL, METEOROLOGICAL, STRUCTURAL, OR OTHER CONDITION OR HAZARD OR THE ABSENCE THEREOF HERETOFORE, NOW OR HEREAFTER AFFECTING
IN ANY MANNER THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE ABSENCE OF ASBESTOS OR ANY ENVIRONMENTALLY HAZARDOUS SUBSTANCE ON,
IN, UNDER OR ADJACENT TO THE PROPERTY, (I) THE COMPLIANCE OF THE PROPERTY OR THE OPERATION OR USE OF THE PROPERTY WITH ANY
APPLICABLE RESTRICTIVE COVENANTS, OR WITH ANY LAWS, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL BODY (INCLUDING SPECIFICALLY,
WITHOUT LIMITATION, ANY ZONING LAWS OR REGULATIONS, ANY BUILDING CODES, ANY ENVIRONMENTAL LAWS, AND THE AMERICANS WITH DISABILITIES
ACT OF 1990, 42 U.S.C. 12101 ET SEQ. UPON CLOSING, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT
NOT LIMITED TO, VIOLATIONS OF ANY APPLICABLE LAWS, CONSTRUCTION DEFECTS, AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY
NOT HAVE BEEN REVEALED BY PURCHASER’S INVESTIGATIONS, AND PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED
AND RELEASED SELLER FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES,
DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER,
KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER AT ANY TIME BY REASON OF OR ARISING OUT OF ANY
VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING ANY ENVIRONMENTAL LAWS), CONSTRUCTION DEFECTS, PHYSICAL CONDITIONS, AND ANY AND ALL
OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY. PURCHASER AGREES THAT SHOULD ANY WORK BE REQUIRED
TO PUT THE PROPERTY IN COMPLIANCE WITH ANY APPLICABLE LAWS, OR SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS SUBSTANCES
OR OTHER ENVIRONMENTAL CONDITIONS ON THE PROPERTY BE REQUIRED AFTER THE DATE OF CLOSING, SUCH WORK, CLEAN-UP, REMOVAL OR REMEDIATION
SHALL BE THE RESPONSIBILITY OF AND SHALL BE PERFORMED AT THE SOLE COST AND EXPENSE OF PURCHASER. NOTHING CONTAINED IN THIS AGREEMENT
REGARDING DISCLAIMERS SHALL BE DEEMED OR CONSTRUED TO WAIVE ANY FRAUD BY SELLER.


 




    	Exhibit I – Page 2



    	 



    

 


3.          Survival
of Disclaimers. Seller and Purchaser agree that the provisions of this Agreement shall survive Closing.


 


	 	PURCHASER:
	 	 
	 	____________________,
	 	a __________ __________
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	Exhibit I – Page 3



    	 



    

 


EXHIBIT
J


 


TENANT
ESTOPPEL CERTIFICATE


 


	To:	ARSENAULT HOLDINGS, LLC
	 	 
	Re:	Property Address: 7400 S. Tucson, Way, Centennial, Colorado
	 	Lease Date: March 23, 2012
	 	Between Behringer Harvard 7400 Tucson Way, LLC, Landlord
	 	and Lockheed Martin Corporation, Tenant
	 	Square Footage Leased: 70,660


 


The undersigned Tenant under
the above-referenced lease ("Lease") certifies to Arsenault Holdings, LLC and their successors and assigns and to Behringer
Harvard 7400 Tucson Way, LLC the following, as of the date hereof:


 


		1.	The above-described lease has
                                         not been canceled, modified, assigned, extended or amended except at follows: NONE.



 


		2.	Rent has been paid through and
                                         including _______________, and all additional rent has been paid and collected in a current
                                         manner. There is no prepaid rent, and the amount of security deposit is $ N/A.



 


		3.	We took possession of the leased
                                         premises on March 31, 2012, and commenced to pay rent on April 1, 2012. Rent is currently
                                         payable in the amount of $69,776.75 monthly.



 


		4.	The Lease terminates on September
                                         30, 2016, unless earlier terminated or further extended pursuant to the Lease, and we
                                         have the following renewal option(s): three (3) options to extend the Lease for two (2)
                                         years each, followed by one (1) option to extend the Lease for three (3) years, all as
                                         provided in Exhibit D of the Lease. The Tenant's right to terminate the Lease pursuant
                                         to Section 3.5 of the Lease has expired without Tenant exercising the right to terminate
                                         the Lease pursuant thereto and Tenant has no continuing right to terminate the Lease
                                         pursuant to Section 3.5 of the Lease.



 


		5.	To Tenant’s knowledge, all
                                         work to be performed for us under the Lease has been performed as required and has been
                                         accepted by us, except Tenant is entitled to an additional Construction Allowance (as
                                         defined in Exhibit C of the Lease) in the amount of $595,387.12.



 


		6.	To Tenant’s knowledge, the
                                         Lease is: (a) in full force and effect; (b) free from default; and (c) we
                                         have no claims against the Landlord or offsets against rent, provided that Tenant has
                                         the right to offset unused Construction Allowance funds against Rent as set forth in
                                         Exhibit C of the Lease.



 


		7.	The undersigned has received no
                                         notice of prior sale, transfer or assignment, hypothecation or pledge of the said Lease
                                         or of the rents received therein.



 




    	Exhibit J – Page 1



    	 



    

 


		8.	The undersigned has not assigned
                                         or sublet the said Lease nor does the undersigned hold the premises under assignment
                                         or sublease.



 


		9.	The base year for operating expenses
                                         and real estate taxes, as defined in the said Lease is N/A (not applicable).



 


		10.	The undersigned has no right
                                         or option pursuant to the said lease or otherwise to purchase all or any part of the
                                         leased premises or the building of which the leased premises are a part.



 


		11.	There are no other agreements
                                         written or oral between the undersigned and the Landlord with respect to the Lease and/or
                                         the leased premises and building.



 


		12.	The statements contained herein
                                         may be enforced by the Landlord under the said Lease and by any prospective purchaser
                                         of the fee of the premises as set forth above.



 


		13.	If we are a corporation, the
                                         undersigned is a duly appointed officer of the corporation signing this certificate and
                                         is the incumbent in the office indicated under his name.



 


In any event, the
undersigned individual is duly authorized to execute this certificate.


 


Dated this ___ day
of _______________ 2013.


 


	 	TENANT:
	 	 
	 	LOCKHEED MARTIN CORPORATION,
	 	a Maryland corporation
	 	 
	 	By:  LMC Properties, Inc., Attorney in Fact under Irrevocable Power of Attorney, effective July
    28, 2010
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	Exhibit J – Page 2



    	 



    

 


EXHIBIT
K


 


ESCROW AGREEMENT


 


This ESCROW AGREEMENT
(this "Agreement") is made and entered into as of __________ ___, 2013 ("Effective Date")
by and between CHICAGO TITLE INSURANCE COMPANY ("Escrow Agent"), BEHRINGER
HARVARD 7400 TUCSON WAY, LLC, a Colorado limited liability company ("Seller") and __________________________,
a __________________________ ("Buyer").


 


RECITALS:


 


		A.	Seller and ARSENAULT HOLDINGS, LLC,
                                         a Colorado limited liability company ("Original Buyer") entered into
                                         that certain Purchase Agreement dated as of July __, 2013 (the "Contract"),
                                         regarding the sale of Seller's interest in certain real property and improvements located
                                         in Arapahoe County, Colorado (the "Property") as more particularly described
                                         therein. Original Buyer assigned its rights and obligations under the Contract to Buyer.



 


		B.	Buyer has on this date acquired the
                                         Property.



 


		C.	Buyer and Seller have agreed to deposit
                                         $________________ ("Escrow Funds") from the purchase price to be paid
                                         by Buyer for the Property in an escrow with the Escrow Agent. The Escrow Funds will be
                                         used with regard to any unpaid Construction Allowance (as defined in the Contract) as
                                         of the Effective Date.



 


		D.	Buyer and Seller have asked the Escrow
                                         Agent to serve as the escrow agent with regard to the holding and disbursement of the
                                         Escrow Funds in accordance with the terms and provisions of this Agreement.



 


AGREEMENTS:


 


NOW, THEREFORE, for
and in consideration of Ten and No/100 Dollars ($10.00) and the mutual covenants and conditions herein contained, the adequacy
and sufficiency of which consideration are hereby acknowledged and confessed, the parties hereby agree as follows:


 


		1.	Deposit of Escrow Funds. Contemporaneously
                                         with the execution of this Agreement, Buyer and Seller are depositing the Escrow Funds
                                         with Escrow Agent to be held and disbursed in accordance with the terms and provisions
                                         of this Agreement.



 


		2.	Escrow Agent. Buyer and Seller
                                         hereby appoint and designate Escrow Agent as holder of the Escrow Funds for the purposes
                                         set forth herein. Escrow Agent hereby accepts such appointment subject to the terms of
                                         this Agreement and acknowledges that it shall hold the Escrow Funds subject to and in
                                         strict accordance with the terms of this Agreement.



 


		3.	Investment of Escrow Funds. Escrow Agent, as directed
by Buyer, shall invest the Escrow Funds in insured money market accounts at the following financial institution: Bank
of Texas. All interest, dividends or other income that earns or accrues on the Escrow Funds (collectively, "Interest")
shall be separate and distinct from the Escrow Funds and shall at all times be the property of Buyer. All Interest shall be for
the account of Buyer for purposes of federal, state or local income taxation.





    	Escrow Agreement
Exhibit K	1



    	 



    

 


		4.	Disbursements of Escrow Funds.
                                         Escrow Agent shall hold the Escrow Funds in accordance with this Agreement until Escrow
                                         Agent and Seller receive from Buyer ("Request to Disburse") a written
                                         request from the Tenant (as defined in the Contract) to disburse the Construction Allowance
                                         in accordance with the terms of the Lease (as defined in the Contract). Following receipt
                                         of the Request to Disburse, Escrow Agent shall allow five (5) business days for Seller
                                         to provide in writing any objections to such Request to Disburse. If Seller has not made
                                         any written objections to such disbursement prior to the expiration of such five (5)
                                         business day period, then Escrow Agent shall disburse the lesser of the amount of set
                                         forth in the Request to Disburse or the Escrow Funds directly to the Tenant. On November
                                         11, 2013, Escrow Agent shall disperse any remaining Escrow Funds as follows: (a) 75%
                                         of such Escrow Funds to Seller; and (b) the remaining 25% of the Escrow Funds to Buyer.
                                         Upon such payments, this Agreement shall terminate, and Escrow Agent shall be released
                                         from all further liability hereunder with respect to the Escrowed Funds.



 


		5.	Interpleading. Buyer and Seller
                                         understand and agree that in the event of any conflicting instruction or disagreement
                                         as to the application of the Escrow Funds, Escrow Agent shall interplead all of the Escrow
                                         Funds into the Federal District Court for the Northern District of Texas.



 


		6.	W-9. Escrow Agent's obligation
                                         to invest Escrow Funds pursuant to Paragraph 3 hereof is specifically contingent
                                         upon Escrow Agent receiving a fully executed and completed IRS Form W-9 from Buyer.



 


		7.	Expenses of Escrow Agent. Escrow
                                         Agent hereby agrees to perform its services as escrow holder without charge other than
                                         reimbursement of reasonable attorney's fees, out-of-pocket expenses and other costs as
                                         may be incurred by Escrow Agent in connection with the administration of this Agreement
                                         ("Expenses"). Such Expenses shall be borne by Seller.



 


		8.	Indemnification of Escrow Agent.
                                         Seller and Buyer hereby agree that each shall indemnify and hold Escrow Agent harmless
                                         from any and all losses, costs, damages or expenses (including reasonable attorney's
                                         fees) it may sustain by reason of its services as Escrow Agent hereunder except by reason
                                         of such acts or omissions for which the Escrow Agent is responsible under the next sentence
                                         following. Escrow Agent shall not be liable for any action taken or not taken by it under
                                         the terms hereof in the absence of an express breach of its obligations hereunder or
                                         gross negligence or willful misconduct on its part; in particular, Escrow Agent will
                                         not be liable for any negligent action taken on its part.



 


		9.	Notices. All notices, requests,
                                         approvals, and other communications required or permitted to be delivered under this
                                         Agreement must be in writing and are effective: (i) in the case of delivery by registered
                                         or certified U.S. mail, postage prepaid, or by private courier, upon receipt, or upon
                                         refusal to accept delivery (such refusal being evidenced by the U.S. Postal Services
                                         return receipt or similar advice from the courier company); or (ii) in the case of delivery
                                         by facsimile, upon receipt; in each instance addressed to Buyer or Seller, as the case
                                         may be, at the following addresses, or to any other address either party may designate
                                         by notice to the other party:





    	Escrow Agreement
Exhibit K	2



    	 



    

 


	If to Seller:	Behringer Harvard 7400 Tucson, LLC
	 	15601 Dallas Parkway, Suite 600
	 	Dallas, Texas 75001
	 	Attention: James D. Fant
	 	Telephone: 214.655.1600
	 	Facsimile: 214-655-1601
	 	E-mail: jfant@behringerharvard.com
	 	 
	with a copy to:	Behringer Harvard Funds
	 	15601 Dallas Parkway, Suite 600
	 	Dallas, Texas 75001
	 	Attention: Sue Routh
	 	Telephone: 972-387-5446
	 	Facsimile: 469-341-2351
	 	E-mail: srouth@behringerharvard.com
	 	 
	with a copy to:	Haynes and Boone, LLP
	 	2323 Victory Avenue, Suite 700
	 	Dallas, Texas 75219
	 	Attention: Richard K. Martin
	 	Telephone: 214.651.5508
	 	Facsimile: 214.200.0740
	 	E-mail: rick.martin@haynesboone.com
	 	 
	If to Buyer:	c/o Arsenault Holdings, LLC
	 	371 Centennial Parkway, Suite 200
	 	Louisville, Colorado 80027
	 	Attention: ________________
	 	Telephone: 303-466-2500
	 	Facsimile: ________________
	 	Email: ________________________
	 	 
	With a copy to:	____________________
	 	____________________
	 	____________________
	 	 
	If to Escrow Agent:	Chicago Title Insurance Company
	 	2828 Routh Street, Suite 800
	 	Dallas, Texas  75201
	 	Attention: Ellen Schwab
	 	Telephone:  (214) 965-1670
	 	Facsimile:  (214) 965-1638


 


Any party delivering a notice
required or permitted hereunder shall simultaneously deliver copies of such notice to all parties listed above.


 




    	Escrow Agreement
Exhibit K	3



    	 



    

 


		10.	Governing Law. This Agreement
                                         shall be governed by and interpreted with the laws of the State of Texas.



 


		11.	Amendment. This Agreement is
                                         irrevocable and may be amended only by a written agreement executed by all the parties
                                         hereto.



 


		12.	Assignment. This Agreement shall
                                         not be assigned by Seller, Escrow Agent or Buyer without the written consent of the other
                                         parties to this Agreement.



 


		13.	Interpretation. Seller and Buyer
                                         expressly acknowledge and agree that this Agreement is being delivered simultaneously
                                         with the closing of the Contract and shall not be deemed to modify, amend or supersede
                                         the Contract. Escrow Agent will have no responsibility to interpret the Contract and
                                         may rely solely on the provisions contained in this Agreement.



 


		14.	Binding Effect. This Agreement
                                         represents the final agreement with the Escrow Agent and may not be contradicted by evidence
                                         of prior, contemporaneous or subsequent oral agreements.



 


			



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



 


Remainder
of Page Intentionally Blank.


Signature
Page(s) Follows.


 




    	Escrow Agreement
Exhibit K	4



    	 



    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement on the dates set forth below to be effective as of Effective Date.


 


	 	SELLER:
	 	 
	 	BEHRINGER HARVARD 7400 TUCSON WAY, LLC, a Colorado limited liability company
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	Date: __________________, 2013
	 	 	 
	 	BUYER:
	 	 
	 	_______________________________,
	 	a __________________________________
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	Date: ___________, 2013


 




    	Escrow Agreement
Exhibit K	Signature Page