Agreement of Purchase and Sale and Join Escrow Instructions




 Exhibit 10.6 
 AGREEMENT OF PURCHASE AND SALE 
 AND JOINT ESCROW INSTRUCTIONS

  

					
	TO:	  	First American Title Insurance Company	  	Escrow No.
                                    
		  	5 First American Way	  	Escrow Officer: Patty Beverly
		  	Santa Ana, California 92707	  	(714) 250-8455
		  		  	(877) 372-0260 Fax

 THIS AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS (“Agreement”)
is made and entered into this              day of November, 2011 (“Effective Date”), and constitutes an agreement by which O’DONNELL ACQUISITIONS, LLC, a California
limited liability company (“Buyer”), agrees to purchase and HILLSIDE FXF, LLC, a Missouri limited liability company (“Seller”), agrees to sell the following: 

A.         The following parcel of land (the “Land”), situated in the
Town of Northborough, County of Worcester (“County”), Massachusetts, located at 300 Bartlett St., Northborough, Massachusetts and more particularly described on Exhibit “A” attached hereto and incorporated
herein, which Land is to be improved with an approximately 31,521 square foot commercial truck and dock terminal for FedEx Freight, Inc., an Arkansas corporation (“FedEx”) as the sole tenant pursuant to that certain Lease Agreement between
Seller and FedEx dated as of September 14, 2011 (as amended, the “Lease”). 

B.         Any and all structures, buildings, facilities, or other improvements
situated on the Land and not owned by FedEx (the “Improvements”); 

C.         All rights, privileges, easements, and appurtenances to the Land or
the Improvements, including without limitation any mineral rights held by Seller and all easements, rights-of-way, and other appurtenances used or connected with the beneficial use or enjoyment of the Land or the Improvements (the term “Real
Property” referring collectively to the Land, the Improvements, and all such attendant rights, privileges, easements and appurtenances); 
 D.         To the extent owned by Seller or any related or affiliated party, and, as applicable, used in the operation of the Real Property and/or in Seller’s
possession, all personal property, building equipment (including, without limitation, HVAC, air filtration, and other building systems), signs, site plans, surveys, soil and substrata studies, architectural renderings, plans and specifications,
engineering plans and studies, floor plans and other plans or studies of any kind relating to the Real Property, and other supplies and fixtures (collectively, the “Personal Property”); and 

E.         All intangible property owned by Seller or any related or affiliated
entity and used in connection with the Real Property or the Personal Property, including without limitation all leases, contract rights, guaranties, licenses, permits and warranties (the “Intangible Personal Property”). 

The Real Property, the Personal Property, and the Intangible Personal Property are sometimes collectively referred to as
the “Property”. 








 The terms and conditions of this Agreement and the instructions to First
American Title Insurance Company (“Escrow Holder”) with regard to the escrow (“Escrow”) created pursuant hereto are as follows: 
 1.         Purchase and Sale. FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, Seller agrees to sell the
Property to Buyer, and Buyer agrees to purchase the Property from Seller, upon the terms and conditions set forth herein. 
 2.         Purchase Price. The purchase price (“Purchase Price”) for the Property shall be FIFTEEN MILLION TWO HUNDRED FIFTY THOUSAND
DOLLARS ($15,250,000.00), payable as follows: 

(a)         Upon the “Opening of Escrow”, as hereafter
defined, Buyer shall deposit, or cause to be deposited with Escrow Holder, in cash or certified or bank cashier’s check or confirmed wire transfer of funds, the sum of ONE HUNDRED THOUSAND DOLLARS ($100,000.00) (“Deposit”), which
Deposit shall, except as otherwise herein provided, be applied toward payment of the Purchase Price upon the “Close of Escrow” (as hereafter defined). The Deposit shall be invested by Escrow Holder in an interest-bearing account selected
by Buyer with all interest accruing thereon paid to Buyer upon demand or, at Buyer’s election, credited to the Purchase Price upon the Close of Escrow, except as otherwise herein provided. If the Close of Escrow fails to occur for any reason
other than a default by Buyer, the Deposit plus any accrued interest thereon shall, except as otherwise herein provided, be immediately returned by Escrow Holder to Buyer, and, without waiver of any other rights Buyer may have under this Agreement,
this Agreement and the Escrow created pursuant hereto shall be deemed terminated. 

(b)         In addition to the Deposit, Buyer shall also
concurrently deposit with Escrow Holder the additional sum of One Hundred Dollars ($100.00) (the “Independent Consideration”). The Independent Consideration shall be non-refundable to Buyer as independent consideration for the rights
extended to Buyer under this Agreement. The Independent Consideration shall be released to Seller immediately following Buyer’s deposit of the Independent Consideration into Escrow. In all instances under this Agreement in which Buyer elects to
terminate or is deemed to have terminated this Agreement, Seller shall retain the Independent Consideration. The Independent Consideration shall not be applicable towards the Purchase Price. 

(c)         On the date that is no later than seven
(7) business days after “Completion of the Asset” (as hereinafter defined), Buyer shall deposit or cause to be deposited with Escrow Holder, in cash or certified or bank cashier’s check or confirmed wire transfer of funds, the
sum of ONE HUNDRED THOUSAND DOLLARS ($100,000.00) (“Additional Deposit”), which Additional Deposit shall, except as otherwise herein provided, be applied towards payment of the Purchase Price upon the Close of Escrow. The Additional
Deposit shall be invested by Escrow Holder in an interest-bearing account selected by Buyer with all interest accruing thereon paid to Buyer upon demand or, at Buyer’s election, credited to the Purchase Price upon the Close of Escrow, except as
otherwise herein provided. Should the Close of Escrow fail to occur for any reason other than a default by Buyer, including without limitation Seller’s failure to satisfy a condition to Buyer’s obligations hereunder and Buyer’s
refusal to waive such failure, then the Additional Deposit and any accrued interest thereon shall, except as otherwise herein provided, be immediately returned by Escrow Holder to Buyer, and without waiver of any other rights Buyer may have under
this Agreement, this Agreement and the Escrow created pursuant hereto shall be deemed terminated. 
 (d)         Upon the Close of Escrow, Buyer shall deposit or cause to be deposited with Escrow Holder, in the form of a certified or bank cashier’s check, or a
confirmed wire transfer of funds, the balance of the Purchase Price, plus such additional funds, if any, as may be required to pay Buyer’s share of prorations and closing costs, as set forth herein. 

  
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 3.         Escrow.

 (a)         Opening of Escrow. For the
purposes of this Agreement, the Escrow shall be deemed opened (“Opening of Escrow”) on the date Escrow Holder shall have received an original executed counterpart of this Agreement from both Buyer and Seller. Escrow Holder shall notify
Buyer and Seller, in writing, of the date Escrow is opened, the expiration of the “Inspection Period” (as hereafter defined) and the “Closing Date” (as hereafter defined). In addition, Buyer and Seller agree to execute, deliver
and be bound by any reasonable or customary supplemental escrow instructions of Escrow Holder or other instruments as may be reasonably required by Escrow Holder in order to consummate the transaction contemplated herein. The printed portions of any
such supplemental instructions shall not amend or supersede any portions of this Agreement. If there is any inconsistency between such supplemental instructions and this Agreement, this Agreement shall control. 

(b)         Close of Escrow. For purposes of this
Agreement, the “Close of Escrow” or “Closing” shall be defined as the date that the Special Warranty Deed, the form of which is attached hereto and incorporated herein as Exhibit “B” (“Special
Warranty Deed”), conveying the Land and Improvements to Buyer, is recorded in the Official Records of Worcester County, State of Massachusetts. The Escrow shall, subject to the terms and conditions set forth herein, close on or before the date
that is the later of (a) thirty (30) days after Completion of the Asset, or (b) five (5) business days after Buyer’s receipt of the items referenced in Sections 12(b), (c) and (d) below, unless extended by mutual
written agreement of Buyer and Seller (“Closing Date”), time being of the essence. 

(c)         On or before three (3) business days before the
scheduled Closing Date, Escrow Holder shall prepare a proforma closing statement to be approved by Buyer and Seller for their respective prorations, setting forth the estimated adjustments and prorations as of the scheduled Closing Date. 

4.         Condition of Title. It shall be a condition to
Buyer’s obligations hereunder that First American Title Insurance Company (together with such direct access re-insurers as Buyer shall approve) (“Title Company”) be unconditionally prepared and committed to issue its ALTA Owner’s
Extended Coverage Title Insurance Form 2006 Policy together with any endorsements Buyer may reasonably require, including, without limitation, ALTA Form 3.1-06, 9.5-06, 17-06, 18-06, 25-06, 26-06, Fairway Endorsement, Non-Imputation Endorsement,
Mechanic’s Lien Endorsement and any endorsements necessary to delete any co-insurance or creditors’ rights exclusions to coverage, as appropriate (“Title Policy”) in the amount of the Purchase Price, showing fee title to the Land
and Improvements vested in Buyer (or its title nominee, as hereinafter provided), subject only to the following (“Condition of Title”): 

(a)         A lien to secure payment of real estate taxes and
special assessments, not delinquent; 
 (b)
        Matters affecting the Condition of Title created by or with the written consent of Buyer; 
 (c)         Exceptions disclosed by a current extended coverage ALTA Commitment (“Commitment”) with respect to the Land and Improvements issued by the
Title Company and which are approved or deemed approved by Buyer in accordance with this Section. Seller, at its sole cost and expense, shall cause the Commitment to be provided to Buyer, together with legible copies of the instruments underlying
any exceptions referred to in the Commitment (“Exceptions”), and a copy of Seller’s most recent survey of the Land (“Survey”) within ten (10)

  
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days following the Opening of Escrow. Seller shall be absolutely obligated to remove, at or prior to the Close of Escrow, and Buyer shall be deemed to have disapproved, all monetary exceptions to
title other than non-delinquent real property taxes and installments of special assessments. If, on or before the expiration of the Inspection Period (defined below), Buyer does not disapprove, by written notice delivered to Seller and Escrow Holder
within such period, any non-monetary items described therein, then such items shall be deemed approved and Buyer shall no longer have the right to terminate the Escrow pursuant to this Section 4. If, on or before the expiration of the
Inspection Period (defined below), Buyer disapproves, by written notice delivered to Seller and Escrow Holder within such period, any non-monetary items described therein, Seller shall thereafter have the right (but not the obligation,
notwithstanding anything to the contrary herein contained) to attempt to eliminate or ameliorate, on or before the Close of Escrow, to Buyer’s reasonable satisfaction, such matters as Buyer shall have so disapproved. Seller shall give written
notice to Buyer, within ten (10) days of Seller’s receipt of Buyer’s notice of disapproval, whether Seller is unable and/or unwilling to ameliorate or eliminate such disapproved matters. If Seller so notifies Buyer that it is unable
and/or unwilling to eliminate or ameliorate any such disapproved matters, Buyer shall have the right, exercisable by written notice delivered to Seller and Escrow Holder within five (5) days of receipt of Seller’s notice, to terminate the
Escrow, in which event Buyer’s Deposit and Additional Deposit plus all accrued and unpaid interest thereon shall be returned to Buyer as its sole and exclusive remedy (unless due to a default under this Agreement by Seller), and thereafter the
Escrow, this Agreement and the rights and obligations of the parties hereunder shall terminate, except as and to the extent otherwise expressly herein provided. If Buyer does not so terminate the Escrow, then Buyer shall be deemed to have waived its
prior disapprovals of those matters which Seller is unable and/or unwilling to eliminate or ameliorate, in which event such disapproved matters shall be deemed approved and Buyer shall no longer have the right to terminate this Agreement pursuant to
this Section 4; and 
 (d)         During the
term of the Escrow, Seller shall not cause or permit title to the Land and Improvements to differ from the Condition of Title approved by Buyer pursuant to the foregoing, without Buyer’s prior written consent, such consent not to be
unreasonably withheld, conditioned or delayed. Seller shall provide whatever documentation and indemnities that are necessary to cause the Title Policy to include a mechanic’s lien endorsement. 

5.         Inspection
Period.         For a period of forty-five (45) days from the Opening of Escrow (“Inspection Period”), Buyer shall have the right to review and satisfy itself that the legal, economic
and physical aspects of the Property and the acquisition terms and conditions are satisfactory to Buyer, including, without limitation, Buyer’s review of such audits, marketing studies, appraisals, environmental reports, inspections or
investigations with respect to the Property and this transaction as Buyer deems necessary or desirable in the exercise of its sole discretion. Buyer’s obligations hereunder shall be conditioned upon Buyer’s satisfaction with or waiver of
such matters, which satisfaction or waiver shall be in Buyer’s sole, absolute and nonreviewable discretion. Buyer shall have the right, exercisable by written notice delivered to Seller and Escrow Holder on or before the expiration of the
Inspection Period, to terminate the Escrow, in which event the Deposit and the Additional Deposit and all accrued and unpaid interest thereon shall immediately be refunded by Escrow Holder to Buyer as its sole and exclusive remedy (unless due to a
default under this Agreement by Seller), and thereafter this Agreement and the Escrow created pursuant hereto shall be deemed cancelled and neither party shall have any further rights or obligations hereunder, except as and to the extent otherwise
expressly herein provided. If Buyer does not so terminate this Agreement, then Buyer shall no longer have the right to terminate the Escrow pursuant to this Section 5; provided, however, that Buyer shall continue to have the right to inspect
the Property until the Closing of Escrow. 

  
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 Within ten (10) days after the Opening of Escrow (and within ten [10]
days after Seller obtains knowledge of the existence of any new information within the following categories), Seller shall deliver to Buyer such of the following as are in Seller’s possession or reasonably available to Seller (collectively,
“Seller’s Documents”): 
 (a)        
Copies of the Lease and any amendments thereto with respect to the Property, and copies of any and all documents, agreements and other writings referenced therein affecting the Lease; 

(b)         Copies of any and all building permits, certificates
of occupancy, subdivision maps and any and all other licenses, permits and governmental approvals and authorizations pertaining to the Property, and any notices of violation thereof served on Seller, including any building, fire or planning
department notices; 
 (c)         A set of the proposed
plans and specifications for the Improvements to the Property as required under the Lease (collectively, the “Plans and Specifications”); 

(d)         With the exception of such of the following which
will not be assigned to Buyer at Close of Escrow, any and all insurance policies, management contracts, leasing agreements, construction contracts, service agreements, maintenance agreements, brokerage contracts, listing agreements and any other
contracts or agreements affecting or relating to the ownership, operation, leasing, maintenance, repair or development of the Property including, without limitation, any executory contracts pertaining to the design, construction, operation, repair
or maintenance of any of the Improvements, together with copies of all warranties with respect thereto; 
 (e)         The most recent property tax statements for the Property for the current fiscal year; 

(f)         All of the following reports pertaining to the
Property or any portion thereof in Seller’s possession, including reports acquired by Seller from any previous owner of the Property, along with all reports Seller acquired during Seller’s original due diligence period: 

(i)         Any and all soils or geotechnical reports;

 (ii)         Any and all environmental reports,
including asbestos, hazardous materials, Phase I or II assessments, and/or information on transformers or any other PCB generating devices; and 

(iii)         Any and all building inspection data pertaining to
hydrology, drainage, flood hazard, fire protection, termites, mechanical systems, electrical systems, structural systems, or plumbing systems; 
 (g)         All information regarding any previous or pending litigation against Seller or any related or affiliated entity pertaining to the Property or any
portion thereof; and 
 (h)         The Survey of the
Property. 
 Seller shall be solely responsible for the costs of preparing copies of documents, schedules and
lists referred to in this subparagraph. Buyer shall be solely responsible for any costs incurred in connection with its review and/or investigation of the matters set forth in this Section. All instruments,


  
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documents and the like referenced above shall be delivered by Seller to Buyer on or before ten (10) days following the Opening of Escrow, and Seller shall continue to provide to Buyer
through the Closing any such additional instruments, documents and the like, and or modifications thereof, within ten (10) days after Seller obtains knowledge of the existence thereof. Prior to the expiration of the Inspection Period, Buyer
shall provide Seller with written notice of the contracts that Buyer desires Seller to assign pursuant to the Assignment of Contracts (as hereafter defined) and those contracts for which Buyer believes third party consents are required in connection
with such assignment. 
 AS-IS NATURE OF SALE. Subject to Seller’s representations, warranties and
covenants in this Agreement, Buyer acknowledges for Buyer and Buyer’s successors, heirs and assignees, that prior to Closing, Buyer will have been given a reasonable opportunity to inspect and investigate the Property, all improvements thereon
and all aspects relating thereto, including the Lease and all other documents and contracts related to the Property (to the extent provided to Buyer), either independently or through agents and experts of Buyer’s choosing. SELLER AND BUYER
AGREE THAT THE PROPERTY SHALL BE SOLD AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS” WITH NO RIGHT OF SET-OFF OR REDUCTION IN THE PURCHASE PRICE, AND THAT SUCH SALE SHALL BE WITHOUT REPRESENTATION
OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTY OF INCOME WHICH MAY BE EARNED IN THE FUTURE, FUTURE OPERATING EXPENSES, USES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (BUT SPECIFICALLY EXCLUDING THE
LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE DEED AND SPECIFICALLY EXCLUDING THE REPRESENTATIONS AND WARRANTIES EXPRESSLY GIVEN BY SELLER TO BUYER ELSEWHERE IN THIS AGREEMENT), AND SELLER DOES HEREBY NEGATE, DISCLAIM AND RENOUNCE ANY SUCH
REPRESENTATION OR WARRANTY NOT INCLUDED IN THIS AGREEMENT. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, BUYER SHALL RELY SOLELY ON ITS OWN INVESTIGATIONS OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER, ITS AGENTS
OR CONTRACTORS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER SHALL NOT BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR THE OPERATION THEREOF, FURNISHED BY
ANY PARTY PURPORTING TO ACT ON BEHALF OF SELLER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, BUYER SPECIFICALLY ACKNOWLEDGES THAT BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES
OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, AGENT, AUCTIONEER OR OTHER AGENTS OR BROKERS AS TO THE FOLLOWING MATTERS: (1) THE CONDITION OR SAFETY OF THE PROPERTY OR ANY SEWER, HEATING AND ELECTRICAL SYSTEMS, ROOFING, AIR
CONDITIONING, IF ANY, FOUNDATIONS, SOILS AND GEOLOGY, INCLUDING HAZARDOUS MATERIALS, LOT SIZE, OR SUITABILITY OF THE PROPERTY OR ITS IMPROVEMENTS FOR A PARTICULAR PURPOSE; (2) WHETHER THE APPLIANCES, IF ANY, PLUMBING OR UTILITIES ARE IN WORKING
ORDER; (3) THE HABITABILITY OR SUITABILITY FOR OCCUPANCY OF ANY STRUCTURE AND THE QUALITY OF ITS CONSTRUCTION; (4) THE FITNESS OF ANY PERSONAL PROPERTY; (5) WHETHER THE IMPROVEMENTS ARE STRUCTURALLY SOUND, IN GOOD CONDITION, OR IN
COMPLIANCE WITH APPLICABLE CITY, COUNTY, STATE OR FEDERAL STATUTES, CODES OR ORDINANCES; OR (6) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION OF THE
PROPERTY WITH REGARD TO THE ABOVE-REFERENCED MATTERS, AND NOT UPON ANY REPRESENTATIONS MADE TO IT BY ANY PERSON WHOMSOEVER CONCERNING SUCH MATTERS. 

  
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 6.         Buyer’s
Inspection Rights During Inspection Period. During the Inspection Period, Buyer, its agents, contractors and subcontractors shall have the non-exclusive right to enter upon the Property at reasonable times during ordinary business hours (and
with, at Seller’s option, the accompaniment of a representative of Seller), upon three (3) days’ prior written notice to Seller to make any and all inspections and tests as may be necessary or desirable in Buyer’s sole judgment
and discretion. Buyer shall use care and consideration in connection with any of its inspections. No such inspection or examination by Buyer shall be deemed to expressly or implicitly waive any express representation or warranty made by Seller in
this Agreement. Buyer shall indemnify and hold Seller harmless from damages resulting from such entry and/or activities upon the Property by Buyer, its agents, contractors and subcontractors, and shall promptly repair any and all damage to the
Property resulting from such entry and/or activities upon the Property by Buyer, its agents, contractors and subcontractors; provided, however, that such obligation to indemnify and hold harmless shall not include any loss, liability or expense that
may result from the discovery or presence of hazardous waste or toxic substances on the Property, except as and to the extent any release of hazardous waste or toxic substances on the Property results from the negligence or willful misconduct by
Buyer, its agents, contractors and subcontractors. Buyer’s indemnification obligations hereunder shall survive any termination of this Agreement. If this Agreement does not close, Buyer shall promptly provide Seller with copies of all
independent third-party studies, reports and other due diligence items relating to the Property. 

7.         Mutual Covenant of Good Faith and Fair Dealing. Buyer
and Seller covenant to each other to act in good faith and fair dealing with respect to each of their rights and obligations under this Agreement. As part of this covenant, Seller shall not negotiate or enter into any agreement for the sale of any
portion of the Property to another party during the pendency of this transaction. 

8.         Buyer’s Representations and Warranties. In
consideration of Seller’s entering into this Agreement and as an inducement to Seller to sell the Property, Buyer makes the following representations and warranties, each of which is material and is being relied upon by Seller (the continued
truth and accuracy of which shall constitute a condition precedent to Seller’s obligations hereunder): 
 (a)         This Agreement has been duly and validly authorized, executed and delivered by Buyer and no other action is requisite to the valid and binding
execution, delivery and performance of this Agreement by Buyer. Other than as disclosed in this Agreement, no consents or waivers of or by any third party are necessary to permit the consummation by Buyer of the transactions contemplated pursuant to
this Agreement; and 
 (b)         Buyer has not
(i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Buyer’s creditors, (iii) suffered the appointment of a receiver to
take possession of all or substantially all of Buyer’s assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Buyer’s assets (v) admitted in writing Buyer’s inability to pay its debts
as they come due, or (vi) made an offer of settlement, extension, or composition to its creditors generally. 
 9.         Seller’s Representations and Warranties. In consideration of Buyer’s entering into this Agreement and as an inducement to Buyer
to purchase the Property, Seller makes the following representations and warranties, each of which is material and is being relied upon by Buyer (the continued truth and accuracy, in all material respects, of which shall constitute a condition
precedent to Buyer’s obligations hereunder): 

(a)         This Agreement has been duly and validly authorized,
executed and delivered by Seller and no other action is requisite to the valid and binding execution, delivery and performance of this Agreement by Seller. Other than as disclosed in this Agreement, no consents 

  
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 or waivers of or by any third party are necessary to permit the consummation
by Seller of the transactions contemplated pursuant to this Agreement; 

(b)         There are no actions, suits or proceedings pending
against, or to Seller’s actual knowledge, threatened or affecting, the Lease or the Property, at law or in equity, and there are no pending or, to Seller’s actual knowledge, threatened proceedings in eminent domain or otherwise which would
affect the Property or any portion thereof; 

(c)         Seller is not aware of the existence of any material
violation of law or governmental regulation with respect to the Property, and to Seller’s actual knowledge, all laws, ordinances, rules and requirements and regulations of any governmental agency, body or subdivision thereof bearing on the
Property have been complied with by Seller; 

(d)         There are no agreements (whether oral or written)
affecting or relating to the right of any party with respect to possession of the Property, or any portion thereof, which are obligations which will affect the Property or any portion thereof subsequent to the recordation of the Special Warranty
Deed, except as set forth in the Lease or as may be reflected in the Condition of Title. There are no maintenance, service or other similar agreements (whether oral or written) which will be binding upon Buyer or the Property following the Close of
Escrow, except as set forth in the Lease or as may be reflected in the Condition of Title. To Seller’s actual knowledge, Seller is not in default, nor do any circumstances exist which, with notice or the passage of time, or both, would give
rise to a default under the Lease or any of the documents, recorded, or unrecorded, referred to in the Commitment or any of the agreements that Buyer has elected to assume; 

(e)         Except as otherwise provided in Section 11(b)
below, Seller has paid or will pay in full, prior to Closing, all bills and invoices for labor, goods, material and services of any kind relating to the Property, utility charges, taxes and any other amounts that could become a lien on the Property
if not paid; 
 (f)         Seller has received no
notice or communication from any insurance carrier of the Property regarding dangerous, illegal or other conditions requiring corrective action; 

(g)         The Lease is in full force and effect on the terms
set forth therein and has not been modified, amended, or altered, in writing or otherwise. The Lease sets forth the entire agreement between Seller and FedEx with respect to the Property. Seller has not received any prepaid rent or other payments
(except to the extent Buyer receives a credit for the same at Closing) or any security deposit in connection with the Lease, and FedEx is not entitled to any abatement of rent after Completion of the Asset (as defined below). To Seller’s actual
knowledge, Seller is not in default under the Lease nor will Seller be in default thereunder but for the requirements of notice or the passage of time, or both. There have been no claims asserted by FedEx for offsets against rent or any other
monetary or other claim made against Seller, as landlord, which shall apply after the Close of Escrow. Seller is not aware of any default by FedEx under the Lease, or that FedEx would be in default with notice or the passage of time or both. All
leasing commissions with respect to the Lease have been paid by Seller (or will be paid by Seller prior to the Close of Escrow) and there are no outstanding commission obligations or listing agreements that will affect Buyer or the Property after
the Close of Escrow; 
 (h)         Seller’s
Documents that Seller delivered to Buyer pursuant to Section 5 above are true and complete copies thereof and constitute all such documents in Seller’s possession or control. Seller has not assigned its rights thereunder to any other
person, firm or entity and no 

  
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further consent is necessary or required to make the Assignment of Lease and Assignment of Contracts effective, except as otherwise set forth therein; 

(i)         Seller has not participated in or approved and, to
Seller’s actual knowledge, except as disclosed in the reports identified in Section 5 above (the “Reports”), there has not occurred, any release or disposal upon the Property or contamination of the Property by any hazardous or
toxic waste, substance or material, as defined under any federal, state or local law, statute, ordinance or regulation, and, to Seller’s actual knowledge, except as disclosed in the Reports, there is no violation of any federal, state or local
law, rule, regulation, statute or ordinance relating to the presence or existence of any hazardous or toxic waste, substance or material upon the Property. To Seller’s actual knowledge, except as disclosed in the Reports, no toxic or hazardous
waste, substance or material exists on, under, about or within the Property or any ground water thereunder. No asbestos or asbestos-containing materials will be used in the construction of the improvements located on the Property; 

(j)         Seller is not a “foreign person” within the
meaning of Section 1445 et seq. of the Federal Code; and 

(k)         Seller has not (i) made a general assignment for
the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Seller’s creditors, (iii) suffered the appointment of a receiver to take possession of all or
substantially all of Seller’s assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Seller’s assets, (v) admitted in writing Seller’s inability to pay its debts as they come due, or
(vi) made an offer of settlement, extension, or composition to its creditors generally. 
 Notwithstanding
anything to the contrary herein, the effect of the representations and warranties made in this Agreement shall not be diminished or deemed to be waived by any inspections, tests or investigations made by Buyer or its agents. Except as expressly
herein otherwise provided, the representations and warranties of Seller set forth in this Agreement shall be true on and as of the Close of Escrow as if those representations and warranties were made on and as of such time. Notwithstanding anything
to the contrary herein, Seller’s representations and warranties set forth in this Agreement shall survive the Closing for a period of twelve (12) months, and thereafter shall be deemed to be of no further force or effect. 

10.         [Intentionally Omitted]. 

11.         Completion of the Asset. 

(a)         “Completion of the Asset” shall be deemed
to have occurred upon “Substantial Completion” (as defined in the Lease) of “Landlord’s Improvements” (as defined in the Lease), (. Seller shall notify Buyer when such Substantial Completion of such Landlord’s
Improvements has occurred. Buyer will then have seven (7) business days after receipt of such notice to inspect Landlord’s Improvements in order to ensure they have been constructed according to the “Approved Plans and
Specifications” referenced in the Lease. Buyer shall notify Seller in writing within said seven (7) business days if Buyer has a good faith basis to believe that Landlord’s Improvements were not constructed according to the Approved
Plans and Specifications. Seller shall be obligated to correct only those items which are objected to by FedEx (the “Approved Punchlist Work”), and Seller’s correction of such Approved Punchlist Work shall be performed as set out in
the Lease prior to Closing. Seller shall promptly notify Buyer of the items that Seller is correcting. If Buyer does not accept Seller’s assertion of such Completion of the Asset, in Buyer’s sole and absolute discretion, Buyer may
terminate this Agreement and the Escrow by written notice to Seller and Escrow Holder, 

  
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in which event Buyer’s Deposit and Additional Deposit plus all accrued and unpaid interest thereon shall be returned to Buyer and thereafter the Escrow, this Agreement and the rights and
obligations of the parties hereunder shall terminate, except as and to the extent otherwise expressly herein provided. 
 (b)         In the event the conditions in Section 12(b), (c) or (d) are not satisfied or waived by the date that is thirty (30) after
Completion of the Asset, Buyer, in its sole and absolute discretion, may elect either of the following options by written notice thereof to Seller: 

(i)         Terminate this Agreement, in which event
Buyer’s Deposit and Additional Deposit plus all accrued and unpaid interest thereon shall be returned to Buyer and thereafter the Escrow, this Agreement and the rights and obligations of the parties hereunder shall terminate, except as and to
the extent otherwise expressly herein provided; 

(ii)         Waive any such unsatisfied conditions and proceed
with Closing within five (5) business days after written notice thereof to Seller, in which event (A) Seller shall be obligated to complete the Approved Punchlist Work in full compliance with the terms and conditions of the Lease and pay
for all costs in connection with Landlord’s Work, (B) Seller shall indemnify, defend and hold harmless Buyer for any failure by Seller to complete the Approved Punchlist Work or pay for all costs associated with Landlord’s Work in
full compliance with the terms and conditions of the Lease and (C) a portion of the Purchase Price equal to one hundred twenty-five percent (125%) of the estimated amount of the aggregate of the Approved Punchlist Work plus any unpaid
costs in connectin with Landlord’s Work (as determined by mutual agreement by Buyer and Seller; the “Holdback Amount”) shall be held in Escrow (the “Punchlist Escrow”) until Seller satisfies its obligations under clause
(A) above and provides reasonable evidence to Buyer substantiating such satisfaction, at which time, the Punchlist Escrow shall be terminated and the amounts held therein shall be released to Seller; provided Buyer has not delivered written
notice to Escrow Holder of a claim by FedEx in connection with the Approved Punchlist Work. If however, any such claim has been made by FedEx, two hundred percent (200%) of the amount (in no event to exceed the Holdback Amount) of all such
claims shall remain in the Punchlist Escrow until resolution thereof between Buyer and Seller. Prior to Seller satisfying its obligations under clause (A) above and providing reasonable evidence to Buyer substantiating such satisfaction, in the
event FedEx claims any default by Seller or “Landlord” (as defined in the Lease) with respect to the completion of such Approved Punchlist Work or otherwises begins to exercise FedEx’s rights or remedies with respect to the failure to
complete such Approved Punchlist Work, then Buyer may terminate the Punchlist Escrow by written notice to Escrow Holder and Seller, in which event the Punchlist Escrow shall be terminated and the amounts held therein shall be released as follows:
(I) to Buyer in an amount equal to one hundred percent (100%) of the estimated cost of the remaining Approved Punchlist Work and FedEx claims in connection therewith and (II) to Seller in an amount equal to the remaining funds in such
Punchlist Escrow. In the event Buyer elects to terminate the Punchlist Escrow pursuant to the foregoing sentence, Seller shall no longer be obligated to complete any remaining portion of the Approved Punchlist Work. If a dispute arises over any
claim to the Holdback Amount, Escrow Holder may, but is not required to, interplead the Holdback Amount with a court located within the County pending a determination with respect to such claim. 

  
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 (c)         Seller
shall provide prompt written notice to Buyer of any amendment to the Lease, any changes to the Approved Plans and Specifications or any other change to Seller’s Documents or Seller’s representation or warranties under this Agreement. Buyer
shall have the right, exercisable by written notice delivered to Seller and Escrow Holder within fifteen (15) days of receipt of Seller’s notice, to (i) approve any such amendments or changes; or (ii) terminate the Escrow, in
which event Buyer’s Deposit and Additional Deposit plus all accrued and unpaid interest thereon shall be returned to Buyer and thereafter the Escrow, this Agreement and the rights and obligations of the parties hereunder shall terminate, except
as and to the extent otherwise expressly herein provided. 
 12.        
Conditions of Closing. In addition to the other terms and provisions of this Agreement which give Buyer the right to terminate this Agreement and the Escrow created hereto, Buyer’s obligation to purchase the Property from Seller
shall be subject to the occurrence and/or satisfaction of the following conditions (or Buyer’s written waiver thereof, it being agreed that Buyer may waive any or all of such conditions): 

(a)         Completion of the Asset; 

(b)         Buyer has received from FedEx an Estoppel
Certificate, dated after “Substantial Completion” and the “Commencement Date” (as such terms are defined in the Lease) addressed to Buyer in the form and substance required under the Lease (the “FedEx Estoppel”), which
FedEx Estoppel shall evidence that FedEx has accepted the Property and begun paying rent thereunder and does not disclose any new material adverse facts about the Lease or FedEx’s rights thereunder that were not previously disclosed to Buyer
prior to Completion of the Asset ; 
 (c)        
Reciept by Buyer of final, unconditional lien waivers from all contractors and subcontractors for the Improvements evidencing full and complete payment for all work in connection with the Improvements; 

(d)         Receipt by Buyer of an updated Survey pursuant to
Section 13(o) below; 
 (e)         Receipt of any
and all third-party consents needed to allow Seller to assign the contracts set forth in the Assignment of Contracts; 
 (f)         The Title Company is unconditionally prepared and committed to issue the Title Policy insuring title to the Property vested in Buyer or its nominee in
the amount of the Purchase Price, subject only to the approved Condition of Title; 

(g)         As of the Close of Escrow, Seller shall have
performed all of the obligations required to be performed by Seller under this Agreement; and 

(h)         All representations and warranties made by Seller to
Buyer in this Agreement shall be true and correct in all material respects as of the Close of Escrow. 
 If any
of the foregoing are not satisfied or waived by Buyer, Buyer shall have the right, as its sole and exclusive remedy (other than due to a default by Seller), to terminate this Agreement and the Escrow created pursuant hereto, in which event the
Deposit and the Additional Deposit together with all interest accrued thereon, shall immediately be refunded to Buyer and thereafter neither party shall have any further obligations hereunder, except as otherwise herein provided. 

  
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 13.         Deposits by
Seller. At least two (2) business days prior to the scheduled Closing Date, Seller shall deliver to Escrow Holder for recordation or delivery to Buyer upon the Close of Escrow, the following documents and instruments, fully executed and
acknowledged where appropriate: 
 (a)         The
Special Warranty Deed conveying the Land and Improvements to Buyer (or its title nominee, as hereafter provided); 
 (b)         The original Lease and all amendments thereto; 
 (c)         An Assignment of Lease (“Assignment of Lease”), the form of which is attached hereto and incorporated herein as
Exhibit “C”, pursuant to which Seller assigns to Buyer all of Seller’s right, title and interest in and to the Lease, and Buyer assumes all obligations of Seller under the Lease arising from and after the Closing
Date; 
 (d)         An Assignment of Contracts
(“Assignment of Contracts”), the form of which is attached hereto and incorporated herein as Exhibit “F”, pursuant to which Seller assigns (to the extent assignable) to Buyer all of Seller’s right, title
and interest in and to the contracts affecting the design, improvement and/or development of the Property as approved by Buyer during the Inspection Period; 

(e)         Any and all original contracts in connection with the
design, improvement and/or development of the Property that will be assigned to Buyer pursuant to the the Assignment of Contracts (to the extent assignable), including all written guaranties, warranties and instruction and maintanence manuals in
connection the Improvements; 
 (f)         Any and all
“reliance letters” requested by Buyer during the Inspection Period and agreed to be provided by Seller in connection with the design, improvement and/or development of the Property; 

(g)         A Bill of Sale (“Bill of Sale”), the form
of which is attached hereto and incorporated herein as Exhibit “G”, conveying all of Seller’s right, title and interest in and to any and all Personal Property appurtenant to the Property as described in Recital D
above; 
 (h)         A General Assignment
(“General Assignment”), the form of which is attached hereto and incorporated herein as Exhibit “D”, pursuant to which Seller assigns to Buyer all of Seller’s right, title and interest in and to any and
all warranties, guaranties, licenses, permits, plans, maps, name rights and other documents and instruments pertaining to the Property, to the full extent that such assignment is permitted by law; 

(i)         A Certification re Withholding, executed by Seller
pursuant to Section 1445 et seq. of the Internal Revenue Code of 1986, as amended; 

(j)         A Certification of Representations and Warranties,
the form of which is attached hereto and incorporated herein as Exhibit “E”; 
 (k)         A letter, in a form reasonably approved by Buyer, signed by Seller and addressed to FedEx, with a copy of the recorded Special Warranty Deed attached
thereto, advising FedEx of the sale herein to Buyer and directing that all future rent payments and other charges are to be forwarded to Buyer at an address to be supplied by Buyer; 

  
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 (l)         A
closing statement (“Closing Statement”) prepared by Escrow Holder, setting forth all payments, adjustments, prorations, closing costs and expenses attributable to this transaction; 

(m)         Proof satisfactory to the Title Company and Buyer
that the parties executing such documents have the power and authority to bind Seller; 

(n)         The FedEx Estoppel; and 

(o)         An updated Survey, prepared by a licensed land
surveyor reasonably approved by Buyer, certified to Title Company, Buyer and its successors and assigns and any other entity required by Buyer, meeting the standards of, and containing, the certificate set forth in
Exhibit “H” attached hereto and incorporated herein, subject to reasonable modifications approved by Buyer, dated after Completion of the Asset and prior to the Closing Date, which Survey shall include the depiction of
the location of all improvements on the Property in relation to all boundary lines and easements. 

14.         Deposits by Buyer. Buyer shall deposit or cause to be
deposited with Escrow Holder the funds which are to be applied towards the payment of the Purchase Price in the amounts and at the times designated in Section 2 above, less the aggregate of any prepaid rent by FedEx, and such other adjustments
resulting from the prorations conducted pursuant hereto. In addition, at least two (2) business days before the scheduled Closing Date, Buyer shall execute and acknowledge (where appropriate) and deposit with Escrow Holder for delivery to
Seller upon the Close of Escrow counterparts of the Assignment of Lease and the Closing Statement. 

15.         Damage or Condemnation Prior to Closing. Seller shall
promptly notify Buyer of any casualty to the Property or any condemnation proceeding commenced prior to the Close of Escrow. If any such damage or proceeding relates to or may result in the loss of any material portion of the Property (which, for
purposes of this Agreement, shall mean damage or loss which will cost greater than Five Hundred Thousand Dollars ($500,000.00) to repair or restore or a taking which, in Buyer’s reasonable judgment, significantly interferes with the use and
enjoyment of the Land and/or Improvements), Buyer may, at its option, elect either to: 

(a)         Terminate this Agreement, in which event all funds
deposited into Escrow by Buyer plus any accrued and unpaid interest thereon shall be immediately returned to Buyer and thereafter neither party shall have any further rights or obligations hereunder, except as otherwise herein provided; or

 (b)         Continue this Agreement in effect, in
which event, upon the Close of Escrow, there shall be credited to the Purchase Price the amount of any deductible under Seller’s casualty insurance (for a casualty loss) and thereafter Seller shall assign to Buyer any compensation, awards, or
other payments or relief Seller has received or is entitled to receive which result from such casualty or condemnation proceeding. 
 If such casualty or proceeding relates to or may result in a loss which does not constitute a material portion of the Property, the amount of such loss shall be agreed upon by the parties in good faith
and be credited to the Purchase Price upon the Close of Escrow. Seller shall promptly restore the Property to its prior condition; provided, however, that if Seller fails to repair or replace the damaged Property within such thirty
(30) day period, Buyer shall have the right, exercisable by giving notice within (15) days after the thirty (30) day completion period, either (i) to terminate this Agreement as in this Section provided, or (ii) to accept
the Property in its then condition and proceed with Closing, in which case 

  
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Buyer shall be entitled to a reduction of the Purchase Price to the extent of, as chosen in Buyer’s sole discretion, either (1) the cost of repairing or replacing such damage or
(2) the insurance deductible, and Seller shall assign to Buyer any compensation, awards, or other payments or relief Seller has received or is entitled to receive resulting from such casualty or condemnation proceeding. For purposes of
completing any repairs or replacements under this Section, Closing may be extended, at Buyer’s sole election, for a reasonable time to allow such repairs or replacements to be made. 

16.         Costs and Expenses. The cost for recording fees in
connection with this Closing, the Surveys, premiums for the Title Policy (but not the cost of any endorsements required by Buyer other than a mechanic’s lien endorsement) shall be paid by Seller. The premium for the Title Policy is to be held
back in Escrow by Escrow Holder and not disbursed to the Title Company until Buyer has advised Escrow Holder in writing that Buyer has received the original, correct Title Policy. Any costs incurred by Escrow Holder in connection with such holdback
are to be charged to the Title Company. The escrow fee of Escrow Holder, if any, shall be shared equally by Seller and Buyer; provided, however, that if the Close of Escrow has not occurred by the Closing Date by reason of a default
hereunder, the defaulting party shall bear all Escrow cancellation charges. Seller shall pay all documentary transfer and other taxes and recording fees payable in connection with the recordation of the Special Warranty Deed. The amount of such
transfer taxes shall not be posted on the Special Warranty Deed but shall be supplied by separate statement which is not recorded, if permitted under applicable law. All other costs and expenses shall be allocated between Buyer and Seller in
accordance with customary practice in the county in which the Property is located. 

17.         Prorations. The following items shall be prorated by
the parties at the Closing Conference as of the Close of Escrow: 

(a)         Real property taxes and special assessments with
respect to the Land and Improvements based upon the latest available tax information such that Seller shall be responsible for all such taxes levied against the Property and all installments of special assessments then payable, to and including the
day prior to the earlier of the Close of Escrow or the “Commencement Date” of the Lease, and Buyer shall be responsible for all taxes levied against the Property and all installments of special assessments payable thereafter. In the event
Seller receives any payment from FedEx for any taxes or assessments, Seller shall credit Buyer for all such amounts received. In the event the actual real property taxes and special assessments differ from the latest available information used to
prorate such amounts, Buyer and Seller shall re-prorate such amounts promptly upon reciept of information regarding such actual amounts; and 
 (b)         Rents and other receivables under the Lease (collectively, “Rents”) shall be accounted for as follows: 

(i)         Rents due and payable in the month of the Close of
Escrow shall be prorated between Buyer and Seller on the basis that Seller has collected all current Rents; 
 (ii)         Buyer shall be entitled to all Rents and other receivables accruing after the Close of Escrow; and 

(iii)         Seller shall promptly remit to Buyer all sums
received by Seller from FedEx (including advanced rentals) to the extent accruing after the Close of Escrow other than for rents and other receivables for which Buyer received credit hereunder. 

  
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 18.         Disbursements and
Other Actions by Escrow Holder. 
 (a)        
Upon the Close of Escrow, Escrow Holder shall promptly undertake all of the following in the manner indicated: 
 (i)         Cause the Special Warranty Deed (and any other documents which the parties hereto may mutually direct) to be recorded in the Official Records of
Worcester County, State of Massachusetts, in such order as Buyer may direct; 

(ii)         Disburse all funds deposited with Escrow Holder by
Buyer towards payment of the Purchase Price for the Property as follows: 

(A)         Deduct therefrom all items chargeable to the account
of Seller pursuant hereto; 
 (B)         The remaining
balance of the funds so deposited by Buyer towards payment of the Purchase Price shall be disbursed to Seller promptly upon the Close of Escrow; 

(iii)         Disburse from funds deposited by Buyer with Escrow
Holder towards payment of all closing costs chargeable to the account of Buyer pursuant hereto such monies as are necessary to pay all such closing costs of Buyer, and disburse the balance of such funds, if any, to Buyer; and 

(iv)         Deliver the Title Policy to Buyer. 

(b)         Upon confirmation of recordation of the Special
Warranty Deed, the parties shall: 
 (i)        
Deliver the Lease, FedEx Estoppel, General Assignment, original contracts, Certification of Representations and Warranties, Certification re Withholding, and counterparts of the Closing Statement and the Assignment of Lease and Assignment of
Contracts executed by Seller to Buyer; 
 (ii)        
Deliver counterparts of the Closing Statement and the Assignment of Lease executed by Buyer to Seller; 
 (iii)         Mail the approved form of letter to FedEx advising them of this transaction; and 

(iv)         Deliver to both Buyer and Seller copies of all
documents delivered to either party hereto or recorded pursuant to this Agreement. 

19.         Real Estate Reporting Person. Escrow Holder is hereby
instructed to comply with all applicable Federal, state and local reporting and withholding requirements relating to the close of this transaction. Escrow Holder is hereby designated the “real estate reporting person” for purposes of
Section 6045 of Title 26 of the United States Code and Treasury Regulation 1.6045 4 and any instructions or settlement statement prepared by Escrow Holder shall so provide. Upon the consummation of the transaction contemplated by this
Agreement, Escrow Holder shall, in addition to complying with any applicable state and local requirements, file Form 1099 information return and send the statement to Seller as required under the aforementioned statute and regulation. 

  
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 20.         Partial
Invalidity. If any portion of this Agreement shall be declared by any court of competent jurisdiction to be invalid, illegal or unenforceable, such portion shall be deemed severed from this Agreement and the remaining parts hereof shall
remain in full force and effect as fully as though such invalid, illegal or unenforceable portion had never been part of this Agreement. 
 21.         Attorneys’ Fees. In the event of any dispute, including without limitation, the bringing of any action or suit by a party hereto at
law or equity against another party hereto by reason of any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then, in that
event, the prevailing party in such action or dispute, whether by final judgment or out-of-court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including reasonable attorneys’ fees.

 22.         Notices. All notices or other
communications required or permitted hereunder shall be in writing and shall be personally delivered or sent, to the applicable addresses set forth below, by registered or certified mail, postage prepaid, return receipt requested, or delivered via a
reliable overnight courier such as Federal Express, and shall be deemed received upon the earlier of (a) if personally delivered or via overnight courier, the date of delivery to the address of the person to receive such notice; or (b) if
mailed, upon the date of receipt as disclosed on the return receipt. 
  

			
	 To Buyer:
	  	O’Donnell Acquisitions, LLC
		  	3 San Jacquin Plaza, Suite 160
		  	Newport Beach, California 92660
		  	Attn: Douglas O’Donnell
		  	Telephone: 949-718-9898
		  	
	 With a copy to:
	  	Rutan & Tucker, LLP
		  	611 Anton Blvd., Suite 1400
		  	Costa Mesa, California 92626
		  	Attn: Shawn D. Monterastelli, Esq.
		  	Telephone: 714-338-1866
		  	
	 To Seller:
	  	Hillside FXF, LLC
		  	c/o Jones Development Company
		  	4520 Madison, Suite 100
		  	Kansas City, Missouri 64111
		  	Attention: Nick Jones
		  	Telephone: 816-389-5700
		  	
	 With a copy to:
	  	Brincks Law LLC
		  	12749 Richards
		  	Overland Park, Kansas 66213
		  	Attn: Lon J. Brincks, Esq.
		  	Telephone: 913-269-3510
		  	
	 To Escrow Holder:
	  	First American Title Insurance Company
		  	5 First American Way
		  	Santa Ana, California 92707
		  	Attn: Patty Beverly
		  	Telephone: (714) 250-8455
		  	Facsimile: (877) 372-0260



  
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 Notice of change of address shall be given by written notice in the manner detailed in this
Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. 

23.         Brokers. Upon the Close of Escrow, Seller shall pay,
pursuant to separate agreement, a real estate brokerage commission with respect to this transaction to Patrick Weibel of Fortis Commercial LLC and Ryan O’Connell of RDO Investments LLC, and hereby agrees to protect, defend, indemnify and hold
Buyer free and harmless therefrom. Seller represents and warrants to Buyer, and Buyer represents and warrants to Seller, that other than as stated above, no broker or finder has been engaged by it, respectively, in connection with any of the
transactions contemplated by this Agreement or, to its knowledge, is in any way connected with any of such transactions. In the event of any such additional claims for brokers’ or finders’ fees for the consummation of this Agreement, then
Buyer shall indemnify, save harmless and defend Seller from and against such claims if they shall be based upon any statement or representation or agreement by Buyer, and Seller shall indemnify, save harmless and defend Buyer if such claims shall be
based upon any statement, representation or agreement made by Seller. The foregoing indemnities shall survive the Close of Escrow or any termination of this Agreement. 

24.         Survival. Except as otherwise herein provided, the
covenants, agreements, representations and warranties of both Buyer and Seller set forth in this Agreement shall survive any investigation of the parties, the recordation of the Special Warranty Deed and the Close of Escrow, and each party hereby
agrees to protect, defend, indemnify and hold the other party free and harmless from any loss, cost, expense, claim, liability or damage arising out of the failure to fully perform such covenant or agreement or such representation or warranty
claimed or proven to be false or inaccurate. 
 25.        
Required Actions of Buyer and Seller; Cooperation of Seller. Buyer and Seller agree to execute such instruments and documents and to diligently undertake such actions as may be reasonably required in order to consummate the purchase
and sale herein contemplated and shall use their commercially reasonable efforts to accomplish the Close of Escrow in accordance with the provisions hereof. 
 26.         Time of Essence. Time is of the essence of each and every term, condition, obligation and provision hereof. 

27.         Counterparts. This Agreement may be executed in several
counterparts, each of which shall be fully effective as an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile or electronic transmission (for example,
through email transmission of PDF files) shall be equally as effective as delivery of an original executed counterpart. Any party delivering an executed counterpart of this Agreement by facsimile or electronic transmission also shall deliver an
original executed counterpart of this Agreement, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability and binding effect of this Agreement. Signature and acknowledgement pages may be detached from
the counterparts and attached to a single copy of this Agreement to physically form one (1) document. 

28.         Captions. Any captions to, or headings of, the
sections, paragraphs or subparagraphs of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any
provision hereof. 

  
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 29.         No Obligations to
Third Parties. The execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate any of the parties thereto, to any person or entity other than the parties hereto. 

30.         Exhibits. The exhibits attached hereto are hereby
incorporated herein by this reference. 
 31.         Amendment to
this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. 
 32.         Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such
provision or any other provision hereof. 
 33.         Applicable
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Massachusetts. 
 34.         Fees and Other Expenses. Except as otherwise provided herein, each of the parties shall pay its own fees and expenses in connection with
this Agreement. 
 35.         Entire Agreement. THIS
AGREEMENT EMBODIES THE ENTIRE AGREEMENT BETWEEN THE BUYER AND SELLER IN CONNECTION WITH THIS TRANSACTION, AND ANY ORAL OR PAROL AGREEMENTS, REPRESENTATIONS OR WARRANTIES EXISTING BETWEEN THE BUYER AND SELLER RELATING TO THIS TRANSACTION WHICH ARE
NOT EXPRESSLY SET FORTH HEREIN AND COVERED HEREBY SHALL BE DEEMED CANCELED AND OF NO FURTHER FORCE AND EFFECT. THE PARTIES HERETO INTEND THAT A COURT OR FINDER OF FACT SHALL FIND THAT THIS AGREEMENT IS THE FINAL EXPRESSION OF THE PARTIES’
AGREEMENT WITH RESPECT TO THE MATTERS CONTAINED HEREIN, THAT THIS AGREEMENT IS INTENDED TO BE THE COMPLETE AND EXCLUSIVE STATEMENT OF THE TERMS OF THE AGREEMENT, AND THAT THE TERMS CONTAINED HEREIN SHALL NOT BE EXPLAINED OR SUPPLEMENTED BY COURSE OF
DEALING OR USAGE OF TRADE OR BY COURSE OF PERFORMANCE. 
 36.        
Successors and Assigns. This Agreement and all of the terms, conditions and provisions hereof shall inure to the benefit of and be binding upon the respective successors and assigns of the parties hereto. Seller shall not assign its
rights or obligations hereunder without the prior written consent of Buyer. Buyer shall not assign its rights or obligations hereunder without the prior written consent of Seller; provided, however, Buyer has the absolute right to assign its rights
and obligations under this Agreement to an affiliate of Buyer or any entity in which Douglas O’Donnell has an ownership or controlling interest (either being hereafter referred to as a “Permitted Transferee”). If the rights and
obligations of Buyer hereunder shall be assigned by Buyer to a Permitted Transferee, (i) the assignor shall not be released from any obligation or liability hereunder, (ii) such Permitted Transferee shall be substituted as Buyer hereunder
and shall be entitled to the benefit of and may enforce Seller’s covenants, representations and warranties hereunder as if such Permitted Transferee were the original Buyer hereunder, and (iii) such Permitted Transferee shall assume all
obligations and liabilities of Buyer hereunder. 
 37.        
Default. 
 (a)         If, prior to
Closing, Buyer discovers that any of Seller’s representations and warranties contained herein are not true and correct in any material respect, or if Seller shall have failed to perform any of the material covenants and agreements contained
herein to be performed by Seller within the time for performance as specified herein (including Seller’s obligation to 

  
 -18-










 
close), Buyer may elect to (i) terminate Buyer’s obligations under this Agreement by written notice to Seller with a copy to Escrow Holder, in which event Buyer’s Deposit and
Additional Deposit plus all accrued and unpaid interest thereon shall be returned to Buyer and Seller shall reimburse Buyer for all of Buyer’s expenses incurred in connection with this transaction to the extent Buyer provides reasonable
evidence to Seller of such expenses (but in no event shall such reimbursement exceed $50,000) as its sole and exclusive remedy, and thereafter the Escrow, this Agreement and the rights and obligations of the parties hereunder shall terminate, except
as and to the extent otherwise expressly herein provided, or (ii) close, in which event Buyer may file an action for specific performance of this Agreement to compel Seller to close the Escrow, in whole or in part, in which event Buyer shall be
entitled to deduct from the Purchase Price the cost of such action and all reasonable expenses incurred by Buyer in connection therewith including reasonable attorneys’ fees. Notwithstanding the foregoing, in the event Seller breaches its
covenant of good faith and fair dealing as set forth in Section 7 above, then Buyer shall have all rights and remedies available at law and in equity. 

(b)         IF BUYER COMMITS A MATERIAL DEFAULT UNDER ANY OF THE
TERMS OR PROVISIONS OF THIS AGREEMENT AND FAILS TO PURCHASE THE PROPERTY, THEN, IN ANY SUCH EVENT, ESCROW HOLDER MAY BE INSTRUCTED BY SELLER TO CANCEL THE ESCROW AND SELLER SHALL THEREUPON BE RELEASED FROM ITS OBLIGATIONS HEREUNDER. BUYER AND SELLER
AGREE THAT IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX ACTUAL DAMAGES IN THE CASE OF BUYER’S DEFAULT AND FAILURE TO PURCHASE THE PROPERTY, THAT THE DEPOSIT AND THE ADDITIONAL DEPOSIT (IF PAID BY BUYER) IS A REASONABLE ESTIMATE OF
SELLER’S DAMAGES IN SUCH EVENT, AND THAT IN THE EVENT OF A BREACH BY BUYER AS DESCRIBED ABOVE, THE ESCROW HOLDER, UPON INSTRUCTIONS TO DO SO, SHALL DISBURSE THE DEPOSIT AND THE ADDITIONAL DEPOSIT TO SELLER AND SHALL CANCEL THE ESCROW CREATED
PURSUANT HERETO, IN WHICH EVENT SELLER AND BUYER SHALL BE RELIEVED FROM ALL LIABILITY HEREUNDER. RECEIPT OF SUCH FUNDS SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF A BREACH BY BUYER AS DESCRIBED ABOVE AND SELLER HEREBY WAIVES ANY
RIGHT IT MAY HAVE AT LAW OR IN EQUITY TO COMPEL SPECIFIC PERFORMANCE OF THIS AGREEMENT BY BUYER. ESCROW HOLDER IS HEREBY RELEASED FROM ANY AND ALL LIABILITY WITH REGARD THERETO. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE
PROVISIONS OF THIS PARAGRAPH AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. 
  

							
		 	 Seller’s Initials
	  		 	Buyer’s Initials

 38.         Computation of Periods.
All periods of time referred to in this Agreement shall include all Saturdays, Sundays and Massachusetts or national holidays, unless the period of time specifies business days; provided that, if the date or last date to perform any act or give a
notice with respect to this Agreement shall fall on a Saturday, Sunday or a Massachusetts or national holiday, such act or notice may be timely performed or given on the next succeeding day which is not a Saturday, Sunday or a Massachusetts or
national holiday. All prorations shall be made on an “actual days” basis, based on a 365-day year. 

  
 -19-










 39.         Indemnification
of Escrow Holder. 
 (a)         If this
Agreement or any matter relating hereto shall become the subject of any litigation or controversy, Buyer and Seller agree, jointly and severally, to hold Escrow Holder free and harmless from any loss or expense, including reasonable attorneys’
fees, that may be suffered by it by reason thereof, except for losses or expenses which may arise from Escrow Holder’s negligent or willful misconduct. If conflicting demands are made or notices served upon Escrow Holder with respect to this
Agreement, the parties expressly agree that Escrow Holder shall be entitled to file a suit in interpleader and obtain an order from the court requiring the parties to interplead and litigate their several claims and rights among themselves. Upon the
filing of the action in interpleader, Escrow Holder shall be fully released and discharged from any obligations imposed upon it by this Agreement. 

(b)         Escrow Holder shall not be liable for the sufficiency
or correctness as to form, manner, execution or validity of any instrument deposited with it, nor as to the identity, authority or rights of any person executing such instrument, nor for failure to comply with any of the provisions of any agreement,
contract or other instrument filed with Escrow Holder or referred to herein. Escrow Holder’s duties hereunder shall be limited to the safekeeping of such money, instruments or other documents received by it as Escrow Holder, and for their
disposition in accordance with the terms of this Agreement. 

40.         Revocable Offer. Until the execution and delivery of
this Agreement by Seller, this Agreement shall constitute an offer by Buyer to purchase the Property from Seller, which offer is revocable, at will, by Buyer. In any event, if this Agreement is not executed by Seller and returned to Buyer on or
before November 18, 2011, this offer shall automatically be deemed revoked and this Agreement shall be deemed a nullity. 
 41.         Seller’s Election of 1031 Exchange. Buyer agrees to cooperate with Seller if Seller elects to consummate the transaction set forth in
this Agreement as a “like-kind exchange” within the purview and meaning of Section 1031 of the Internal Revenue Code of 1986, as amended (“1031 Exchange”) including, without limitation, executing documents reasonably
requested by Seller to effectuate such 1031 Exchange which are in form and content acceptable to Buyer; provided, however, that: 
 (a)         The purchase and sale of the Property shall not be conditioned upon the consummation of the 1031 Exchange; 

(b)         In no event shall Seller be relieved from liability
under this Agreement or any other escrow instructions, exhibits or documents to be executed in connection herewith including, without limitation, with respect to representations, warranties and indemnities of Seller to Buyer under this Agreement and
its exhibits; 
 (c)         The consummation of the
1031 Exchange shall be at no liability, risk or expense to Buyer, and Seller hereby agrees to and shall protect, indemnify, defend and hold Buyer free and harmless from all losses, costs, claims, liabilities, lawsuits, demands and damages, including
any attorneys’ fees and expenses, incurred in connection therewith; and 

(d)         The consummation of the 1031 Exchange shall not delay
or extend the Closing Date. 

  
 -20-










 42.         INDEPENDENT
COUNSEL. EACH PARTY TO THIS AGREEMENT ADMITS, ACKNOWLEDGES AND REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO CONSULT WITH AND BE REPRESENTED BY INDEPENDENT COUNSEL OF SUCH PARTIES’ CHOICE IN CONNECTION WITH THE NEGOTIATION, EXECUTION
AND AMENDMENT OF THIS AGREEMENT. EACH PARTY FURTHER ADMITS, ACKNOWLEDGES AND REPRESENTS THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR STATEMENT MADE BY ANY OF THE ATTORNEYS AND REPRESENTATIVES OF THE OTHER PARTY WITH REGARD TO THE SUBJECT MATTER,
BASIS, OR EFFECT OF THIS AGREEMENT. 
 43.        
Construction. As used in this Agreement, the masculine, feminine or neuter gender and the singular or plural numbers shall each be deemed to include the other whenever the context indicates. This Agreement shall be construed as a whole
and in accordance with its fair meaning, the captions being for convenience only and not intended to fully describe or define the provisions in the portions of the Agreement to which they pertain. Each Party hereto, and counsel for each Party
hereto, has reviewed and revised this Agreement, and 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 or construction of this Agreement.
Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation
contrary to which the Parties have no legal right to contract, the latter shall prevail but the provision of this document that is affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law.

 44.         Confidentiality. Each party agrees that it
shall maintain strict confidentiality with respect to the negotiations concerning, the business and financial terms and provisions of this Agreement, and all matters relating to the Lease and FedEx (it being acknowledged and agreed that FedEx’s
prior written approval is required for the disclosure of any information regarding the Lease or FedEx to the extent set forth in the Lease), to the extent such information is not already in the public domain as of the Effective Date or has not been
publicly disclosed with authorization by the other party hereto, and no press or other publicity release or communication to the general public concerning the terms of this Agreement, or any matters relating to the Lease or FedEx, will be issued
without the prior approval of the other party. Notwithstanding the foregoing, either party may disclose such information (i) to those employed or engaged by such party or any representative of such party who is actively and directly
participating in the evaluation of the Property or the negotiation, execution and performance of this Agreement, including, without limitation, attorneys, mortgage and real estate brokers, accountants, engineers and other consultants, contractors,
potential lenders, and potential or existing investors, in each case provided such person(s) are informed of the confidential nature of such information and agree to maintain the confidential nature thereof; (ii) to governmental or
quasi-governmental authorities or agencies (including taxing authorities) in connection with such party’s use, operation or maintenance of the Property; (iii) as required by applicable law, including without limitation, those applicable to
reporting by public companies and real estate investment trusts, or as required court order or subpoena (it being specifically understood and agreed that anything set forth in a registration statement or any other document filed pursuant to law will
be deemed required by law); or (iv) as necessary to enforce the terms of this Agreement. This confidentiality provision shall survive the Closing and any termination of this Agreement. 

45.         No Joint Venture. The relationship of Seller and Buyer
hereunder is and will be that of seller and buyer, and none of the provisions of this Agreement are intended to create any relationship other than seller and buyer. No agency, partnership, joint venture or other relationship is intended hereby, and
neither party shall be deemed the agent, servant, employee, partner or joint venturer of the other party. Seller and Buyer shall not, in any way or for any reason, be deemed to have become a partner of the other in the conduct of its business or
otherwise, or a joint venturer. In addition, by virtue of this Agreement, there shall not be deemed to have occurred a merger or any joint enterprise between Buyer and Seller. 
 [signatures on following page] 

  
 -21-










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

							
	 “SELLER”
	 		 	 HILLSIDE FXF, LLC,
 a Missouri limited liability company

				
		 		 	By:	 	 
		 		 		 	Kevin R. Jones, Manager
				
		 		 		 	
	 “BUYER”
	 		 	O’DONNELL ACQUISITIONS, LLC, a California limited liability company
				
		 		 	By:	 	 
		 		 		 	Douglas D. O’Donnell, as Trustee of the DOD Trust dated August 29, 2002, its sole member
		 		 		 	
	 ESCROW HOLDER APPROVES THE ESCROW
 PROVISIONS AND SPECIFIC INSTRUCTIONS TO
 ESCROW HOLDER SET FORTH IN THE FOREGOING

AGREEMENT AND AGREES TO ACT IN ACCORDANCE THEREWITH.
	 		 	

 November             , 2011 

ESCROW HOLDER: 
 FIRST AMERICAN TITLE INSURANCE
COMPANY 
  

					
			
	By:	 	 	 	 
			
		 	Its:	 	 









 EXHIBIT “A” 

LEGAL DESCRIPTION OF LAND 
 Parcel One (fee simple) 
 A certain parcel of land situated in the Commonwealth of
Massachusetts, County of Worcester, Town of Northborough and shown as Lot A5 on plan entitled “Subdivision Plan of Land in Northborough, Massachusetts ” dated June 15, 2011, prepared for Northborough Land Realty Trust prepared by Vanasse
Hangen Brustlin, Inc. and recorded with the Worcester District Registry of Deeds in Plan Book 890, Plan 65. More particularly bounded and described as follows: 
 Beginning at the most northwesterly corner of said premises on the southerly sideline of Bartlett Street, thence running; 
  

			
	 S 85 04 05 E
	  	762.37 feet to a point, said last course being bounded by the southerly sideline of Bartlett Street, thence turning and running;
	 S 04 57 29 E
	  	149.28 feet to a point, thence turning and running;
	 S 41 06 46 E
	  	225.11 feet to a point, thence turning and running;
	 S 13 19 41 E
	  	102.12 feet to a point, thence turning and running;
	 S 05 27 28 W
	  	774.32 feet to a point, thence turning and running;
	 N 84 32 32 W
	  	756.15 feet to a point, thence turning and running;
	 N 19 10 20 W
	  	26.71 feet to a point, thence turning and running;
	 N 14 21 09 W
	  	27.59 feet to a point, thence turning and running;
	 N 55 58 53 W
	  	122.90 feet to a point, thence turning and running;
	 N 62 25 29 W
	  	31.36 feet to a point, thence turning and running;
	 N 87 30 59 W
	  	60.08 feet to a point, said last ten courses being bounded by land said last being bounded by Lot A4, as shown on said plan, thence turning and running;
	 N 05 27 28 E
	  	1,019.03 feet to the point of beginning. Said last course being bounded by land now or formerly of Bailard Lyman Street LLC.

 Containing 1,028,497 square feet more or less, or 23.611 acres, more or less. 

  
 EXHIBIT
“A” 
 TO AGREEMENT OF PURCHASE AND SALE 
 AND JOINT ESCROW INSTRUCTIONS 









 EXHIBIT “B” 
 RECORDING REQUESTED BY: 
 AND WHEN RECORDED MAIL TO: 

 

	
	  
	  
	  

 MAIL TAX STATEMENTS TO: 
 Same 
  
  

 
  

			
	 APN No.             
	  	(Space Above For Recorder’s Use)

 SPECIAL WARRANTY DEED 

[insert standard Massachusetts form of special warranty deed] 

IN WITNESS WHEREOF, Grantor has executed this Special Warranty Deed as of
            , 2011. 
  

									
	 GRANTOR:             ,
	 		 	 	 	,
		 		 	a	 	 
		 		 		 		 	
		 		 	By:	 	 
				
		 		 		 	Its:                          
                                         
                          
				
		 		 	By:	 	 
				
		 		 		 	Its:                          
                                         
                          

 [insert notary acknowledgement acceptable to County Recorder] 

 
  

EXHIBIT “C” 
 TO AGREEMENT OF PURCHASE AND SALE 
 AND JOINT ESCROW INSTRUCTIONS 








 EXHIBIT “1” 

LEGAL DESCRIPTION 
  

EXHIBIT “1” 
 TO SPECIAL WARRANTY DEED 








 EXHIBIT “C” 

ASSIGNMENT OF LEASE 
 THIS ASSIGNMENT OF LEASE (“Assignment”) is executed as of             ,
20            , by and between             , a
            (“Assignor”), and             , a
            (“Assignee”), with reference to the following: 
 R E C I T A L S: 
 A.
        Concurrently herewith, Assignor is conveying to Assignee its interest in the real property more particularly described on Exhibit “1” attached hereto and by this reference
made a part hereof, together with Assignor’s interest in the improvements and personal property located thereon (herein referred to collectively as the “Property”) pursuant to that certain Agreement of Purchase and Sale and Joint
Escrow Instructions dated as of             , 2011, by and between Assignor, as “Seller”, and Assignee, as “Buyer” (“Agreement”). 

B.         Assignor is the landlord under that certain Lease Agreement dated as
of September 14, 2011, between Seller and FedEx Freight, Inc., an Arkansas corporation (“FedEx”) (as amended, the “Lease”), which Lease Assignor has agreed to assign to Assignee and Assignee has agreed to assume upon its
purchase of the Property. 
 NOW, THEREFORE, in consideration of the foregoing recitals and for other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 1.         Assignment and Assumption. Assignor hereby assigns, conveys, transfers and sets over unto Assignee any and all right, title and interest of
Assignor in and to the Lease, and Assignee hereby accepts said assignment and assumes all of Assignor’s obligations, duties and responsibilities under the Lease commencing on the close of escrow and the transfer of the Property to Assignee
(“Close of Escrow”). 
 2.
        Indemnification. Assignor agrees to protect, indemnify, defend and hold Assignee harmless from and against all claims, obligations and liabilities arising out of or relating to, directly
or indirectly, in whole or in part, the Lease, prior to the Close of Escrow. Assignee agrees to protect, indemnify, defend and hold Assignor harmless from and against all claims, obligations and liabilities arising out of or relating to, directly or
indirectly, in whole or in part, the Lease, from and after the Close of Escrow. 
 3.
        Successors and Assigns. This Assignment shall inure to the benefit of, and be binding upon, the successors, executors, administrators, legal representatives and assigns of the parties
hereto. 
 4.         Governing Law. This Assignment shall
be construed under and enforced in accordance with the laws of the State of Massachusetts. 
 5.
        Further Assurances. Assignor and Assignee each agree to execute and deliver to the other party, upon demand, such further documents, instruments and conveyances, and shall take such
further actions as are necessary or desirable to effectuate this Assignment. 
  
 EXHIBIT “E” 
 TO AGREEMENT OF PURCHASE AND SALE 

AND JOINT ESCROW INSTRUCTIONS 








 6.         Attorneys’
Fees; Costs. Upon the bringing of any action, suit or arbitration by either party against the other arising out of this Assignment or the subject matter hereof, the party in whose favor final judgment shall be entered shall be entitled to
recover from the other party all costs and expenses of suit including, without limitation, reasonable attorneys’ fees and costs. 
 IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of the date first set forth above. 
  

							
	 “ASSIGNOR”
	 		 	,
		 		 	a	 	 
		 		 		 	
		 		 	By:	 	 
				
		 		 		 	Its:                            
                                         
                        
				
		 		 	By:	 	 
				
		 		 		 	Its:                            
                                         
                        

  

							
	 “ASSIGNEE”
	 		 	,
		 		 	a	 	 
		 		 		 	
		 		 	By:	 	 
				
		 		 		 	Its:                            
                                         
                        
				
		 		 	By:	 	 
				
		 		 		 	Its:                            
                                         
                        


  
 -2-










 EXHIBIT “1” 

DESCRIPTION OF PROPERTY 
  

 
  
  

 
  

EXHIBIT “H” 
 TO AGREEMENT OF PURCHASE AND SALE 
 AND JOINT ESCROW INSTRUCTIONS 

  









 EXHIBIT “D” 

GENERAL ASSIGNMENT 
 THIS GENERAL ASSIGNMENT (“Assignment”) is executed as of             ,
20            , by             , a
            (“Assignor”), in favor of             , a
            (“Assignee”), with reference to the following: 
 R E C I T A L S: 
 A.
        Concurrently herewith, Assignor is conveying to Assignee its interest in the real property more particularly described on Exhibit “1” attached hereto and by this reference
made a part hereof, together with the improvements and personal property located thereon (herein referred to collectively as the “Property”), pursuant to that certain Agreement of Purchase and Sale and Joint Escrow Instructions dated as of
            , 2011, by and between Assignor, as “Seller”, and Assignee, as “Buyer” (“Agreement”). 

B.         Assignor owns and/or holds certain warranties, guaranties, licenses,
permits, plans, maps, name rights and other documents and instruments pertaining to the Property, which Assignor has agreed to assign to Assignee upon its purchase of the Property. 

C.         This Assignment is executed to effectuate the transfer to Assignee of
all of Assignor’s right, title and interest in and to any and all of the items referred to above and other rights pursuant to the provisions of the Agreement. 

NOW, THEREFORE, in consideration of the foregoing recitals and for other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignor hereby agrees as follows: 
 1.
        Warranties and Guaranties. Subject to the rights of FedEx under the Lease, Assignor hereby assigns, conveys, transfers and sets over unto Assignee any and all of Assignor’s right,
title and interest in and to all guaranties, warranties, certificates and agreements from any contractors, subcontractors, vendors or suppliers regarding their performance, quality of workmanship and quality of materials supplied in connection with
the construction, manufacture, development, installation and operation of any and all personal property, fixtures and improvements located on the Property. 
 2.         Governmental Approvals and Certificates. Subject to the rights of FedEx under the Lease, to the extent permissible by law, Assignor hereby
assigns, transfers, conveys and sets over unto Assignee any and all of Assignor’s right, title and interest in and under any zoning, use, occupancy and operating permits, and all other permits, licenses, approvals and certificates to the extent
same directly affect the Property. 

  
 -2-










 3.         Plans and
Specifications. Subject to the rights of FedEx under the Lease, Assignor hereby assigns, conveys, transfers and sets over unto Assignee any and all of Assignor’s right, title and interest in and to all maps, plans, specifications and
related documents prepared in connection with the development, construction and operation of any and all improvements located on the Property. 
 4.         Governing Law. This Assignment shall be construed under and enforced in accordance with the laws of the State of Massachusetts. 

5.         Further Assurances. Assignor agrees to execute and
deliver to Assignor, upon demand, such further documents, instruments and conveyances, and shall take such further actions, as are necessary or desirable to effectuate this Assignment. 

6.         Attorneys’ Fees; Costs. Upon the bringing of any
action, suit or arbitration by Assignee against Assignor arising out of this Assignment or the subject matter hereof, the party in whose favor final judgment shall be entered shall be entitled to recover from the other party all costs and expenses
of suit including, without limitation, reasonable attorneys’ fees and costs. 
 7.
        Successors and Assigns. This Assignment shall inure to the benefit of, and be binding upon, the successors, executors, administrators, legal representatives and assigns of the parties
hereto. 
 IN WITNESS WHEREOF, Assignor has executed this Assignment as of the date first set forth above.

  

							
	 “ASSIGNOR”             ,
	 		 	,
		 		 	a	 	 
		 		 		 	
		 		 	By:	 	 
				
		 		 		 	Its:                            
                                         
                        
				
		 		 	By:	 	 
				
		 		 		 	Its:                            
                                         
                        


  
 -3-










 EXHIBIT “1” 

DESCRIPTION OF PROPERTY 
  

 
  
  

EXHIBIT “1” 
 TO GENERAL ASSIGNMENT 

  









 EXHIBIT “E” 

CERTIFICATION OF REPRESENTATIONS AND WARRANTIES 

THIS CERTIFICATION OF REPRESENTATIONS AND WARRANTIES is hereby made by
            , a             (“Seller”), to
            , a             (“Buyer”), in connection with that certain Agreement of Purchase and Sale and
Joint Escrow Instructions (“Agreement”) dated as of             , 2011, by which Buyer agreed to purchase from Seller that certain improved real property located in the
City of             , County of             , State of
            , and all improvements located thereon (collectively, “Property”), all as more particularly described in the Agreement. 

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, Seller hereby
covenants, represents and warrants to Buyer (which covenants, representations and warranties shall survive any investigation by the parties hereto, the Close of Escrow, as defined in the Agreement, and the recordation and delivery of the Special
Warranty Deed, as defined in the Agreement, conveying the Property to Buyer), as follows: 
 [INSERT ALL
REPS & WARRANTS IN AGREEMENT] 
 IN WITNESS WHEREOF, Seller has executed this
Certification of Representations and Warranties as of             , 20            . 

 

							
		 		 	,
		 		 	a	 	 
		 		 		 	
		 		 	By:	 	 
				
		 		 		 	Its:                            
                                         
                        
				
		 		 	By:	 	 
				
		 		 		 	Its:                            
                                         
                        


  
 EXHIBIT
“I” 
 TO AGREEMENT OF PURCHASE AND SALE 
 AND JOINT ESCROW INSTRUCTIONS 









 EXHIBIT “F” 

ASSIGNMENT OF CONTRACTS 
 THIS ASSIGNMENT OF CONTRACTS (“Assignment”) is executed as of             ,
20            , by and between             , a
            (“Assignor”), and             , a
            (“Assignee”), with reference to the following: 
 R E C I T A L S: 
 A.         Concurrently herewith, Assignor is conveying to Assignee its interest in the real property more particularly described on
Exhibit “1” attached hereto and by this reference made a part hereof, together with the improvements and personal property located thereon (herein referred to collectively as the “Property”), pursuant to that
certain Agreement of Purchase and Sale and Joint Escrow Instructions dated as of             , 2011, by and between Assignor, as “Seller”, and Assignee, as
“Buyer” (“Agreement”). 
 B.         Assignor has
entered into, or is otherwise bound by, certain contracts for or affecting the maintenance, repair, improvement and/or development (“Contracts”) of the Property, which Contracts Assignor has agreed to assign to Assignee upon its purchase
of the Property. The Contracts are more particularly described on Exhibit “2” attached hereto and incorporated herein. 
 C.         This Assignment is executed to effectuate the non-exclusive transfer to Assignee of a portion of Assignor’s right, title and interest in and to the
Contracts and other rights pursuant to the provisions of the Agreement as further set forth below. 
 NOW,
THEREFORE, in consideration of the foregoing recitals and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

1.         Assignment. To the extent assignable by Assignor,
Assignor hereby assigns, conveys, transfers and sets over unto Assignee, on a non-exclusive basis, any and all right, title and interest of Assignor in and to the Contracts against the contracted third parties under such Contracts as to any default
by such third parties under such Contracts. 
 2.
        Governing Law. This Assignment shall be construed under and enforced in accordance with the laws of the State of Massachusetts. 

3.         Further Assurances. Assignor and Assignee each agree to
execute and deliver to the other party, upon demand, such further documents, instruments and conveyances, and shall take such further actions, as are necessary or desirable to effectuate this Assignment. 

4.         Attorneys’ Fees; Costs. Upon the bringing of any
action, suit or arbitration by either party against the other arising out of this Assignment or the subject matter hereof, the party in whose favor final judgment shall be entered shall be entitled to recover from the other party all costs and
expenses of suit including, without limitation, reasonable attorneys’ fees and costs. 

  
 EXHIBIT
“F” 
 TO AGREEMENT OF PURCHASE AND SALE 

AND JOINT ESCROW INSTRUCTIONS 









 5.         Successors and
Assigns. This Assignment shall inure to the benefit of, and be binding upon, the successors, executors, administrators, legal representatives and assigns of the parties hereto. 

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

 

							
	 “ASSIGNOR”
	 		 	,
		 		 	a	 	 
		 		 		 	
		 		 	By:	 	 
				
		 		 		 	Its:                            
                                         
                        
				
		 		 	By:	 	 
				
		 		 		 	Its:                            
                                         
                        

  

							
	 “ASSIGNEE”
	 		 	,
		 		 	a	 	 
		 		 		 	
		 		 	By:	 	 
				
		 		 		 	Its:                            
                                         
                        
				
		 		 	By:	 	 
				
		 		 		 	Its:                            
                                         
                        


  
 -2-










 EXHIBIT “1” 

DESCRIPTION OF PROPERTY 
  

 
  
  

EXHIBIT “1” 
 TO ASSIGNMENT OF CONTRACTS 








 EXHIBIT “2” 

CONTRACTS 
  

 
 EXHIBIT “2” 

TO ASSIGNMENT OF CONTRACTS 








 EXHIBIT “G” 

BILL OF SALE 
 Pursuant to that certain Agreement of Purchase and Sale and Joint Escrow Instructions (“Agreement”) dated as of             ,
by and between             , a             (“Assignor”), and
            , a             (“Assignee”), and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignor does hereby absolutely and unconditionally give, grant, bargain, sell, transfer, set over, assign, convey, release, confirm and deliver unto Assignee, Assignor’s right, title and interest
in the furniture, fixtures, equipment, appliances, tools, machinery, supplies, building materials and other personal property of every kind and character (“Personal Property”) owned by Assignor, attached to, appurtenant to, located in, or
used in connection with the operation of the improvements situated on the real property described in Exhibit “1” attached hereto and incorporated herein. 

Assignor represents and warrants to Assignee that it has good and marketable title to each and all of the Personal
Property, free and clear of any other claims, encumbrances or security interests, and hereby agrees to indemnify, defend and hold Assignee free and harmless from any and all losses, costs, expenses, claims, liabilities, causes of action, demands and
damages of any kind or character whatsoever, including, without limitation, attorneys’ fees, arising out of the inaccuracy or claimed inaccuracy of the foregoing representation and warranty. 

Assignor hereby further covenants that it will, at any time and from time to time upon written request therefor, execute
and deliver to Assignee, its successors, nominees or assigns, such documents as it or they may reasonably request in order to fully assign and transfer to and vest in Assignee or its successors, nominees and assigns, and protect its or their right,
title and interest in all of the Personal Property and rights of Assignor intended to be transferred and assigned hereby, or to enable Assignee, its successors, nominees and assigns to realize upon or otherwise enjoy such rights and property.

 This Bill of Sale shall be binding upon and inure to the benefit of the successors, assigns, personal
representatives, heirs and legatees of Assignee and Assignor. 
 This Bill of Sale shall be governed by and
construed in accordance with the laws of the State of Massachusetts. 
 IN WITNESS WHEREOF, Assignor has
executed this Bill of Sale this             day of             , 20__. 

 

							
	 “ASSIGNOR”             ,
	 		 	,
		 		 	a	 	 
		 		 		 	
		 		 	By:	 	 
				
		 		 		 	Its:                            
                                         
                        
				
		 		 	By:	 	 
				
		 		 		 	Its:                            
                                         
                        


  
 EXHIBIT
“G” 
 TO AGREEMENT OF PURCHASE AND SALE 

AND JOINT ESCROW INSTRUCTIONS 









 EXHIBIT “1” 

LEGAL DESCRIPTION OF PROPERTY 
 EXHIBIT “1” 
 TO BILL OF SALE 








 EXHIBIT “H” 

SURVEYOR’S CERTIFICATE 
 I hereby certify to [Buyer], its successors, assigns and lenders, [Title Company], and             , as of the date hereof, that:

 (b)         The attached print of the survey prepared
by me was actually made upon the ground; 
 (c)
        The survey and the information, courses and distances shown thereon are correct; 
 (d)         The survey correctly shows a fixed and determinable position and location of the land described thereon (including the position of the point of
beginning if the land is described by metes and bounds); 
 (e)
        The print of survey reflects boundary lines of the described property which “close” by engineering calculation; 

(f)         The size, location and type of buildings and
improvements are correct as shown and all are within the boundary lines of the property, except as shown; 
 (g)         All driveways or other cuts in the curb along any street upon which the land abuts are correct as shown; 

(h)         The property has access to a public street now known
as “            ”; 

(i)         There are no violations of zoning ordinances,
restrictions or other rules and regulations with reference to the location of said buildings and improvements; 
 (j)         There are no easements, rights of way or uses affecting this property appearing from a careful physical inspection of the property, other than those
shown and described on the survey; 
 (k)         There
are no building restrictions or set back lines, party walls, encroachments or overhangs of any improvements upon any easements, rights of way or adjacent land upon this property, except as shown on the survey; 

(l)         All utility services required for the operation of
this property either enter the property through adjoining public streets, or the survey shows the point of entry and location of any utilities which pass through or are located on adjoining private lands; 

(m)         Any utility transformer located on the property is
depicted on the survey and those transformers labeled as containing PCB’s are specifically noted; 
 (n)         The survey shows the location and direction of all storm drainage systems for the collection and disposal of all roof and surface drainage; 

(o)         Any discharge into streams, rivers or other
conveyance systems is shown; 

  
 EXHIBIT
“H” 
 TO AGREEMENT OF PURCHASE AND SALE 

AND JOINT ESCROW INSTRUCTIONS 









 (p) There are
            parking spaces located on the property, depicted on the survey, of which              have been
designated for handicap use, and             have been striped for compact use. 

(q) The parcels described on the survey do not lie within flood hazard areas in accordance with the
document entitled “Department of Housing and Urban Development, Federal Insurance Administration—Special Flood Hazard Area Maps”; and 
 The survey is made in accordance with the “Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys” jointly established and adopted by ALTA and ACSM in 2011, and includes Items
1-13 of Table A thereof. 
 Signature 

Licensed Land Surveyor 
 L.S. No. 
 Date 

  
 -2-










 AGREEMENT OF PURCHASE AND SALE 

AND JOINT ESCROW INSTRUCTIONS 
 by and between 
 O’DONNELL ACQUISITIONS, LLC, 

a California limited liability company 
 (“Buyer” 
 and 

HILLSIDE FXF, LLC, 

a Missouri limited liability company 
 November             , 2011 
  

 








 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
			
	 1.
	 	Purchase and Sale	  	 	2	  
			
	 2.
	 	Purchase Price	  	 	2	  
			
	 3.
	 	Escrow	  	 	3	  
			
	 4.
	 	Condition of Title	  	 	3	  
			
	 5.
	 	Inspection Period	  	 	4	  
			
	 6.
	 	Buyer’s Inspection Rights During Inspection Period	  	 	7	  
			
	 7.
	 	Mutual Covenant of Good Faith and Fair Dealing	  	 	7	  
			
	 8.
	 	Buyer’s Representations and Warranties	  	 	7	  
			
	 9.
	 	Seller’s Representations and Warranties	  	 	7	  
			
	 10.
	 	[Intentionally Omitted]	  	 	9	  
			
	 11.
	 	Completion of the Asset	  	 	9	  
			
	 12.
	 	Conditions of Closing	  	 	11	  
			
	 13.
	 	Deposits by Seller	  	 	12	  
			
	 14.
	 	Deposits by Buyer	  	 	13	  
			
	 15.
	 	Damage or Condemnation Prior to Closing	  	 	13	  
			
	 16.
	 	Costs and Expenses	  	 	14	  
			
	 17.
	 	Prorations	  	 	14	  
			
	 18.
	 	Disbursements and Other Actions by Escrow Holder	  	 	15	  
			
	 19.
	 	Real Estate Reporting Person	  	 	15	  
			
	 20.
	 	Partial Invalidity	  	 	16	  
			
	 21.
	 	Attorneys’ Fees	  	 	16	  
			
	 22.
	 	Notices	  	 	16	  
			
	 23.
	 	Brokers	  	 	17	  
			
	 24.
	 	Survival	  	 	17	  


  
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	 	 	 	  	Page	 
			
	 25.
	 	Required Actions of Buyer and Seller; Cooperation of Seller	  	 	17	  
			
	 26.
	 	Time of Essence	  	 	17	  
			
	 27.
	 	Counterparts	  	 	17	  
			
	 28.
	 	Captions	  	 	17	  
			
	 29.
	 	No Obligations to Third Parties	  	 	18	  
			
	 30.
	 	Exhibits	  	 	18	  
			
	 31.
	 	Amendment to this Agreement	  	 	18	  
			
	 32.
	 	Waiver	  	 	18	  
			
	 33.
	 	Applicable Law	  	 	18	  
			
	 34.
	 	Fees and Other Expenses	  	 	18	  
			
	 35.
	 	Entire Agreement	  	 	18	  
			
	 36.
	 	Successors and Assigns	  	 	18	  
			
	 37.
	 	Default	  	 	18	  
			
	 38.
	 	Computation of Periods	  	 	19	  
			
	 39.
	 	Indemnification of Escrow Holder	  	 	20	  
			
	 40.
	 	Revocable Offer	  	 	20	  
			
	 41.
	 	Seller’s Election of 1031 Exchange	  	 	20	  
			
	 42.
	 	INDEPENDENT COUNSEL	  	 	21	  
			
	 43.
	 	Construction	  	 	21	  
			
	 44.
	 	Confidentiality	  	 	21	  
			
	 45.
	 	No Joint Venture	  	 	21	  


  
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